blve_8k-ex1002.htm

Exhibit 10.2

    SENIOR
NOTE

     

    THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL

    DEPOSIT
INSURANCE CORPORATION OR ANY OTHER FEDERAL OR STATE

    GOVERNMENT
AGENCY.

     

    THIS
SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

    1933,
AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAW OR ANY

    OTHER
APPLICABLE SECURITIES LAW. NEITHER THIS SENIOR NOTE NOR ANY

    INTEREST
OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,

    TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE

    ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT

    FROM,
OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

    SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

     

    
      
        	
                $500,000

              	
                San
      Francisco, California

                February
      13, 2009

              


      

    

     

    Belvedere
SoCal, a California corporation (the "Company") promises to pay to the order of
Belvedere Capital Fund II L.P. (the "Purchaser"), at the Company's office at One
Maritime Plaza, Suite 825, San Francisco, CA 94111 in lawful money of the United
States of America, the principal amount of $500,000, together with interest on
the part of the principal amount from time to time remaining unpaid from this
date until such principal is paid at the rate provided below.

     

    The
principal of this Senior Note (the "Note") shall be due and payable in full on
July 1, 2009 (the "Final Maturity Date").

     

    The
interest on this Note shall be due and payable quarterly as it accrues on the
first day of April and July until this Note is paid in full, commencing on the
first such day next succeeding this date. In the sole discretion of Purchaser
and upon three business days prior notice to the Company, any quarterly interest
payment may be deferred and paid on the Final Maturity Date

     

    Interest
on this Note shall be based on a fixed rate of 15 % per annum. The amount of
interest payable for any interest period shall be computed on the basis of the
actual number of days in such interest period divided by 360.

    


    On –March
15, 2009, the Company will pay Purchaser a $10,000 transaction fee in connection
with its purchase of the Note.

     

    The
Company shall have the right and privilege of prepaying all or any part of this
Note at any time without notice or penalty and all pre-payments on this Note
shall be applied first to accrued interest and the balance, if any, to
principal.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    The
indebtedness of the Company evidenced by this Note, including the principal and
interest, shall be (i) subordinate and junior in right of payment to that
certain promissory note dated as of March 18, 2008 to Pacific Coast Bankers'
Bank (the "PCBB Note") and (ii) deemed to be "Senior Indebtedness" for purposes
of Fixed Rate Junior Subordinated Deferrable Interest Rate Debentures issued
pursuant to that certain Indenture dated as of January 31, 2008 (the "Trust
Preferred"). In the event of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and liabilities or
similar proceedings or any liquidation or winding up of the Company, whether
voluntary or involuntary, then (A) the PCBB Note shall be preferred in payment
over the Note and (B) the Note shall be preferred in payment over the Trust
Preferred.

     

    Upon the
occurrence of one or more Events of Default (as defined below), the holder of
this Note may, by written notice to the Company in the manner set forth below,
declare all sums of principal and interest then remaining unpaid on this Note
immediately due and payable in full. Presentment, demand, protest and all other
notices of any kind are hereby expressly waived.

     

    An "Event
of Default" shall exist if any of the following occurs and is
continuing:

     

    
      	
            	
              (a)

            	
              a
      court of competent jurisdiction shall enter a decree or order for relief
      in respect of the Company in an involuntary case under any applicable
      bankruptcy, insolvency, reorganization or other similar law now or
      hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of the Company or
      for any substantial part of its property, or ordering the winding-up or
      liquidation of its affairs and such decree or order shall remain unstayed
      and in effect for a period of 90 consecutive days;
  or

            


    

     

    
      	
            	
              (b)

            	
              the
      Company shall commence a voluntary case under any applicable bankruptcy,
      insolvency, reorganization or other similar law now or hereafter in
      effect, shall consent to the entry of an order for relief in an
      involuntary case under any such law, or shall consent to the appointment
      of or taking possession by a receiver, liquidator, assignee, trustee,
      custodian, sequestrator (or other similar official) of the Company or of
      any substantial part of its property, or shall make any general assignment
      for the benefit of creditors;

            


    

     

    
      	
            	
              (c)

            	
              any
      bank regulatory agency or agencies having authority over the Company's
      banking subsidiaries (the "Banks") cancels each of their charters, revokes
      or suspends each of their licenses to engage in the banking business,
      seizes control of each of the Banks, or declares each of the Banks
      insolvent and such action is not withdrawn or reversed within 10 days;
      or

            


    

     

    
      	
            	
              (d)

            	
              upon
      the occurrence of any event of default in connection with the PCBB Note or
      the Trust Preferred.

            


    

     

    At any
time after such declaration of default has been made but before any judgment or
decree for payment of money due on this Note has been obtained by the Note
holder, the holder may, by written notice to the Company, rescind and annul such
declaration and its consequences if all Events of Default have been cured or
waived. No such rescission or annulment shall affect any subsequent default or
impair any right with respect thereto.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     

    


     

    Notice of
default shall be in writing, signed by the holder of this Note, and shall set
forth with reasonable specificity the event or events of default on which the
Note holder bases its declaration of default.

     

    At the
option of Purchaser and at any time prior to the Final Maturity Date, the Note
shall be convertible, in whole or in part, into, at the discretion of the
Purchaser, either shares of the Company's (A) common stock or (B) Series A
Non-Cumulative Perpetual Preferred Stock ("Series A Stock"). Purchaser shall
effect a conversion by delivering to Company a notice of conversion specifying
therein the principal amount of the Note to be converted and the date on which
such conversion shall be effected. In connection with a conversion into common
stock, the conversion price shall be a 20% premium to the fair value of the
common stock as determined by independent appraisal as of the proposed date
of

     

    conversion.
In connection with a conversion into Series A Stock, the conversion price shall
be $25.00 per share.

     

    This Note
shall be governed by, and construed and interpreted in accordance with the laws
of the State of California.

     

    BELVEDERE
SOCAL

     

    By: /s/ William
Baribault                   


     

    Name: William
Baribault

     

    Title:
CEO

     

    
 

     

     

     

     

    3