blve_10k-ex1011.htm


    EXHIBIT
10.11

    


    


     

    
 

    MEMO


     

    
      
        	
                To:

              	
                Belvedere
      Socal/ Jim Westfall and Mary Lynn Lenz

              
	
                From:

              	
                PCBB/
      Nino Petroni and Bryan Warner

              
	
                Date:

              	
                May
      12, 2009

              
	
                Re:

              	
                Belvedere
      Socal – Proposed Second Amendment and Waiver Agreement Negotiated
      Terms

              


      



    This
summary of basic indicative terms (the “Memo”) is for a proposed
second amendment (“Proposed
Amendment”) to a loan (“Loan”) to Belvedere Socal, a
bank holding company organized under the laws of California (“Borrower”), which Loan was
previously made by Pacific Coast Bankers’ Bank (“Lender”) pursuant to that
certain Business Loan Agreement (the “Agreement”) dated as of March
18, 2008 and First Amendment and Waiver Agreement (“Previous Amendment”) by and
among Borrower and Lender.  This Memo summarizes the discussions
between the Lender and the Borrower and provides a basis for completing
negotiations between them with respect to the Proposed Amendment.

     

    
      	
              1.  

            	
              DSCR
      Covenant violation is still waived for March 31, 2009 solely; March 31,
      2009 Capitalization Covenant is waived, and March 31, 2009 Risk Based
      Capital Covenant is waived.

            


    

     

    
      	
              2.  

            	
              Conditions
      precedent to this Proposed Amendment are (A) a $250,000.00 principal
      payment reduction, (B) Borrower to deposit $800,000.00 into a non-interest
      bearing  interest reserve account at PCBB where all loan
      payments will be drawn from until the account is exhausted, and (C) Second
      Amendment and Waiver Agreement negotiation and preparation fee of
      $20,000.00 is paid.

            


    

     

    
      	
              3.  

            	
              Borrower’s
      required $2,000,000.00 or $2,500,000.00 principal payment reduction as
      described in the Previous Amendment in Section 2 (f) (vi) will be amended
      to require a minimum aggregate $2,300,000.00 principal balance reduction
      by September 18, 2010.

            


    

     

    
      	
              4.  

            	
              The
      Payment section revision in the Previous Amendment will be modified to
      interest-only payments beginning June 2009 and continuing through June
      2010.  Beginning September 2010, payments in the amount of
      $300,000.00 plus interest will be due quarterly until Loan is paid in
      full.

            


    

     

    
      	
              5.  

            	
              Loan
      shall continue to accrue interest at a rate of 3 month LIBOR plus 810
      basis points until the Loan is paid in full.  However, Borrower
      will be obligated to make a 3 month LIBOR plus 510 basis point interest
      only payment beginning December 19, 2009 and ending September 17,
      2010.  The 300 basis point differential will be deferred until
      the September 18, 2010 payment, at which time all accrued unpaid interest
      is due.

            


    

     

    
      	
              6.  

            	
              Borrower
      agrees to deliver 10,000 warrants per quarter to Lender so long as
      interest only payments are in effect (minimum of 30,000
      warrants).  The warrants shall allow Lender the right to
      purchase Borrowers’ common stock, no par value at a strike price of
      $0.01.  Warrants shall be detachable, have an anti-dilution
      provision with a seven (7) year
life.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.  

            	
              Borrower
      will deliver to Lender, within fifteen (15) days of receipt, twenty-five
      (25) percent of  all capital monies raised in Borrowers’ capital
      raising efforts.

            


    

     

    
      	
              8.  

            	
              The
      Total Risk Based Capital Ratio (“TRBC Ratio”) appended in Section 2 (a) of
      the Previous Amendment will be revised to require a minimum TRBC Ratio of
      (A) 11% on September 30, 2009, and (B) 12% on December 31,
      2009.

            


    

     

     

     

    BELVEDERE
SOCAL

     

     

    
      	
              By:

            	
              /s/ Mary Lynn Lenz 

                
      

            	
              By:

            	
              /s/ James Westfall 

                
      

            
	 
      	
              Mary
      Lynn Lenz, President & CEO

            	 
      	
              James
      Westfall, CFO

            


    

    


     

     

    PACIFIC
COAST BANKERS’ BANK

     

     

    
      	
              By:

            	
              /s/ Nino Petroni 

                
      

            	 
	 
      	
              Nino
      Petroni, EVP/CCO