CONVERTIBLE REVOLVING LOAN NOTE
$15,000,000.00 March 31, 1997
FOR VALUE RECEIVED, the undersigned, ▇▇▇▇▇ FINANCIAL, a California
corporation ("Borrower"), hereby promises to pay to the order of SANWA BANK
CALIFORNIA, a California banking corporation ("Lender"), at its office at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as
Lender may direct from time to time in writing), in lawful money of the
United States and in immediately available funds: (1) the principal amount of
FIFTEEN MILLION DOLLARS ($15,000,000.00) or such lesser amount as Lender may
advance to Borrower as Revolving Loans under (and as that term and
capitalized terms not otherwise defined herein are defined in) that certain
Credit Agreement dated as of March 31, 1997 by and between Borrower and
Lender (as amended, extended and replaced from time to time, the "Credit
Agreement"), on December 31, 1999 (the "Conversion Date"); provided, however,
that if on the Conversion Date there has not occurred and be continuing an
Event of Default or Potential Default, the aggregate principal amount of
Revolving Loans outstanding (or such lesser amount as Borrower may elect)
shall be converted to a term loan (the "Term Loan"), which Term Loan shall be
payable in seven (7) consecutive, equal quarterly principal installments,
each such installment to be in an amount equal to 1/16th of the Term Loan and
with said installments to be payable on the last Business Day of each
calendar quarter, commencing on the first such date following the Conversion
Date, and one final installment in the amount necessary to prepay the Term
Loan in full on December 31, 2001, and (2) interest on amounts outstanding
hereunder at the rates and payable at the times set forth in the Credit
Agreement.
Reference is hereby made to the Credit Agreement for rights of
prepayment and other rights of ▇▇▇▇▇▇ and obligations of Borrower with respect
hereto, including, without limitation, to Events of Default pursuant to which
amounts outstanding hereunder may become immediately due and payable.
▇▇▇▇▇▇▇▇ agrees to pay all collection expenses, court costs and
reasonable attorneys' fees and disbursements (whether or not litigation is
commenced) which may be incurred in connection with the collection or
enforcement of this Note.
This Note shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
choice of law rules.
▇▇▇▇▇ FINANCIAL, a California corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Chief Financial Officer
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