belvedere_8k-ex1001.htm


    EXHIBIT
10.1

    


    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

              December
      31, 2008

            


    

     

    


    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 or
before January 31, 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.

    


    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

    



    
      
         


      

      
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    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 subsidiary (the "Bank") cancels its charter, revokes or suspends
      its licenses to engage in the banking business, seizes control of the
      Bank, or declares the Bank 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.

    


    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


    
      
         


      

      
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    (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:                   Chief
Executive Officer

     

     

     

     

     

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