Exhibit 10.17
PROMISSORY NOTE
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Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$2,000,000.00 06-28-2001 12-28-2007 7001548/1549 STOCK
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References in the shaded area are for Lender's use only and do not limit
the applicability of this document to any particular loan or
item. Any item above containing "***" has been omitted due to
text length limitations.
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Borrower: Community Bancorp Inc Lender: PACIFIC COAST BANKERS' BANK
000 Xxxx Xxxxxxxxx Xxxxxx 000 XXXX XXXXXX, XXXXX 000
Xxxxxxxxx, XX 00000 XXX XXXXXXXXX, XX 00000
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Principal Amount: $2,000,000.00 Date of Note: June 28, 2001
PROMISE TO PAY. Community Bancorp Inc ("Borrower") promises to pay to PACIFIC
COAST BANKERS' BANK ("Lender"), or order, in lawful money of the United States
of America, the principal amount of Two Million & 00/100 Dollars
($2,000,000.00), together with interest on the unpaid principal balance from
June 28, 2001, until paid in full. The interest rate will not increase above
9.500%.
PAYMENT. Subject to any payment changes resulting from changes in the index,
Borrower will pay this loan in accordance with the following payment schedule:
6 quarterly consecutive interest payments, beginning September 28, 2001, with
interest calculated on the unpaid principal balances at an interest rate based
on the WSJ Prime Rate (currently 6.750%), plus a margin of 0.750 percentage
points, resulting in an initial interest rate of 7.500%; 19 quarterly
consecutive principal and interest payments in the initial amount of $121,128.91
each, beginning March 28, 2003, with interest calculated on the unpaid principal
balances at an interest rate based on the WSJ Prime Rate (currently 6.750%),
plus a margin of 0.750 percentage points, resulting in an initial interest rate
of 7.500%; and one principal and interest payment of $121,827.94 on December 28,
2007, with interest calculated on the unpaid principal balances at an interest
rate based on the WSJ Prime Rate (currently 6.750%), plus a margin of 0.750
percentage points, resulting in an initial interest rate of 7.500%. This
estimated final payment is based on the assumption that all payments will be
made exactly as scheduled and that the index does not change; the actual final
payment will be for all principal and accrued interest not yet paid, together
with any other unpaid amounts under this Note. Unless otherwise agreed or
required by applicable law, payments will be applied first to any unpaid
collection costs and any late charges, then to any unpaid interest, and any
remaining amount to principal. The annual interest rate for this Note is
computed on a 365/360 basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Xxxxxx's address shown above or at such
other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime Rate as
published in the Western Edition of the Wall Street Journal (the "Index"). The
Index is not necessarily the lowest rate charged by Lender on its loans. If the
index becomes unavailable during the term of this loan, Lender may designate a
substitute index after notice to Borrower. Lender will tell Borrower the current
index rate upon Xxxxxxxx's request. The interest rate change will not occur more
often than each Day. Borrower understands that Lender may make loans based on
other rates as well. The index currently is 6.750%. The interest rate or rates
to be applied to the unpaid principal balance of this Note will be the rate or
rates set forth herein in the "Payment" section. Notwithstanding any other
provision of this Note, after the first payment stream, the interest rate for
each subsequent payment stream will be effective as of the last payment date of
the just-ending payment stream. Notwithstanding the foregoing, the variable
interest rate or rates provided for in this Note will be subject to the
following minimum and maximum rates. NOTICE: Under no circumstances will the
interest rate on this Note be less than 7.500% or more than (except for any
higher default rate shown below) the lesser of 9.500% or the maximum rate
allowed by applicable law. Whenever increases occur in the interest rate,
Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by its original final
maturity date, (B) increase Borrower's payments to cover accruing interest, (C)
Increase the number of Borrower's payments, and (D) continue Borrower's payments
at the same amount and increase Borrower's final payment.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Xxxxxx in
writing, relieve Xxxxxxxx of Xxxxxxxx's obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Xxxxxxxx agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Xxxxxx may accept it without
losing any of Xxxxxx's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: PACIFIC COAST BANKERS'
BANK, 000 XXXX XXXXXX, XXXXX 000, XXX XXXXXXXXX, XX 00000.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.
INTEREST AFTER DEFAULT. Upon Xxxxxxxx's failure to pay all amounts declared due
pursuant to this section, including failure to pay upon final maturity, Lender,
at its option, may, if permitted under applicable law, increase the variable
interest rate on this Note by 5.000 percentage points.
DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:
Payment Default. Borrower fails to make any payment when due under this
Note.
Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between Lender and
Borrower.
False Statements. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Note or
the related documents is false or misleading in any material respect,
either now or at the time made or furnished or becomes false or misleading
at any time thereafter.
Insolvency. The dissolution or termination of Xxxxxxxx's existence as a
going business, the insolvency of Xxxxxxxx, the appointment of a receiver
for any part of Xxxxxxxx's property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This includes
a garnishment of any of Xxxxxxxx's accounts, including deposit accounts,
with Lender. However, this Event of Default shall not apply if there is a
good faith dispute by Xxxxxxxx as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives Xxxxxx written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in
its sole discretion, as being an adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect
to any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party
dies or becomes incompetent, or revokes or disputes the validity
PROMISSORY NOTE
Loan No: 7001548/1549 (Continued) Page 2
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of, or liability under, any guaranty of the indebtedness evidenced by this
Note. In the event of a death, Lender, at its option, may, but shall not be
required to, permit the guarantor's estate to assume unconditionally the
obligations arising under the guaranty in a manner satisfactory to Lender,
and, in doing so, cure any Event of Default.
Change in Ownership.
Adverse Change. A material adverse change occurs in Borrower's financial
condition, or Xxxxxx believes the prospect of payment or performance of
this Note is impaired.
Cure Provisions. If any default, other than a default in payment or failure
to satisfy Lender's requirement in the insufficient book Value of
Securities section is curable and if Borrower has not been given a notice
of a breach of the same provision of this Note within the preceding twelve
(12) months, it may be cured (and no event of default will have occurred)
if Borrower, after receiving written notice from Lender demanding cure of
such default: (1) cures the default within fifteen (15) days; or (2) if the
cure requires more than fifteen (15) days, immediately initiates steps
which Lender deems in Xxxxxx's sole discretion to be sufficient to cure the
default and thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Xxxxxx may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Xxxxxx's attorneys' fees
and Xxxxxx's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Xxxxxxxx also
will pay any court costs, in addition to all other sums provided by law.
GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of California. This Note
has been accepted by Xxxxxx in the State of California.
CHOICE OF VENUE. If there is a lawsuit, Xxxxxxxx agrees upon Xxxxxx's request to
submit to the jurisdiction of the courts of SAN FRANCISCO County, State of
California.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Xxxxx accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Xxxxxx, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.
CONDITIONS.
1. Approval is contingent upon PCBB participating out $1,750,000.00 of the
facility to other banks.
2. Loan to colateral value not to exceed 50% during the term of the credit
facility. Collateral value based on the Tier 1 Capital of Community National
Bank.
3. PCBB to hold 25% of the stock of Community National Bank as collatereal.
4. PCBB to be provided with a copy of minutes from the board of Directors of
Community National Bank stating that quarterly dividends will be declared in an
amount necessary to service this debt.
5. PCBB to be provided with a copy of the minutes from the Board of Directors of
Community Bancorp authorizing the debt of $2MM with PCBB.
6. There are no restrictions on the Bank paying dividends to the Holding Company
in the normal course of operations. Any other payment of cash dividends must
have prior approval in writing by Pacific Coast Bankers' Bank. Permission to pay
cash dividends will not unreasonably be withheld.
7. Total cash flow of Community Bancorp as of 12/31/01 must be sufficient to
service the Proposed debt as a Debt Service Ratio not less than 1.50X as
calculated by PCBB.
8. Community Bancorp will not incur any additional debt over $2MM without the
prior written consent of PCBB. The $2MM does not include the current issued and
outstanding Trust Preferred Securities or any loans of the Company's ESOP.
9. Community Bancorp to provide PCBB with immediate notification of any
Reguatory Action relative to Community National Bank or any financial
institution owned by Community Bancorp within compliance of regulatory
requirements.
10. Community National Bank to be "well" capitalizated on an on-going basis as
defined by the Regulators.
11. Community Bancorp to provide PCBB with an annual Report within 90 days of
fiscal year end.
12. Community National Bank to provide PCBB with Call Reports, including all
schedules, within 30 days of each quarter end.
13. The Revolving Line of Credit will be matured on 12/28/2002. Then the
facility will be termed out to 5 years loan.
14. The indebtedness evidenced by this Promissory Note shall be deemed to be
"Senior Indebtedness" for purposes of that certain Indenture, dated March 23,
2000, by and between Community Bancorp Inc., as issuer, and the Bank of New
York, as trustee.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Xxxxxxxx, and
upon Xxxxxxxx's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: PACIFIC COAST
BANKERS' BANK 000 XXXX XXXXXX, XXXXX 000 XXX XXXXXXXXX, XX 00000
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Xxxxxx's security interest in the
collateral; and take any other action deemed necessary by Xxxxxx without the
consent of or notice to anyone. All such parties also agree that Xxxxxx may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made. The obligations under this Note are joint
and several.
PROMISSORY NOTE
Loan No: 7001548/1549 (Continued) Page 3
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PRIOR TO SIGNING THIS NOTE, XXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX AGREES TO
THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
COMMUNITY BANCORP INC
By: /s/ Xxxxxxx Xxxxx By: /s/ X. Xxxxx Xxxxx
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Xxxxxxx Xxxxx, Chairman of the X. Xxxxx Xxxxx, Xx. Vice President/CFO
Board of Community Bancorp Inc of Community Bancorp Inc
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