From: PCBB/ Nino Petroni and Bryan Warner Date: May 12, 2009 Re: Belvedere Socal – Proposed Second Amendment and Waiver Agreement Negotiated Terms
EXHIBIT
10.11
MEMO
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To:
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Belvedere
Socal/ Xxx Xxxxxxxx and Xxxx Xxxx Xxxx
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From:
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PCBB/
Xxxx Xxxxxxx and Xxxxx Xxxxxx
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Date:
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May
12, 2009
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Re:
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Belvedere
Socal – Proposed Second Amendment and Waiver Agreement Negotiated
Terms
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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.
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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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.
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6.
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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.
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7.
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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.
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8.
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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.
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By:
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/s/ Xxxx Xxxx Xxxx
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By:
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/s/ Xxxxx Xxxxxxxx
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Xxxx
Xxxx Xxxx, President & CEO
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Xxxxx
Xxxxxxxx, CFO
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PACIFIC
COAST BANKERS’ BANK
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By:
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/s/ Xxxx Xxxxxxx
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Xxxx
Xxxxxxx, EVP/CCO
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