Indenture (2003)Full Document 

FIRST REGIONAL BANCORP,

Issuer

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee

Indenture

Dated as of October 30, 2003

$15,000,000

6% Convertible Subordinated Debentures Due 2023

FIRST REGIONAL BANCORP

Certain Sections of this Indenture relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

i

TABLE OF CONTENTS

INDENTURE, dated as of October 30, 2003 between FIRST REGIONAL BANCORP, a corporation duly organized and existing under the laws of the State of California (herein called the Company), having its principal office at 1801 Century Park East, Los Angeles, California, 90067, and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of The United States of America, as Trustee (herein called the Trustee).

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 6% Convertible Subordinated Debentures Due 2023 (herein called the Securities) of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 101.                                                                    Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)                                  the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)                                  all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)                                  all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term generally accepted accounting principles with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; and

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(4)                                  the words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Act , when used with respect to any Holder, has the meaning specified in Section 104.

Affiliate  of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.

Agent Member means any member of, or participant in, the Depositary.

Applicable Procedures means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note to the extent applicable to such transaction and as in effect from time to time.

Authenticating Agent means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities.

Bank means First Regional Bank, a state bank chartered under the laws of the State of California, and its successors (whether by consolidation, merger, conversion, transfer of substantially all of their assets and business or otherwise) so long as First Regional Bank or any successor is a Subsidiary.

Board of Directors means either the board of directors of the Company or any duly authorized committee of that board.

Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which (i) banking associations or national banking associations in Los Angeles, California are authorized or obligated by law or executive order to close.

Closing Price means, with respect to the Common Stock of the Company, for any day, the reported last sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case (i) on the Nasdaq National Market or, if the Common Stock is not quoted on the Nasdaq National Market, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (ii) if not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices in the over-the-counter