Indenture (2003)Full Document 

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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:

 

Trust Indenture
Act Section

 

Indenture
Section

 

 

 

(S) 310 (a) (1)

 

609

             (a) (2)

 

609

             (a) (3)

 

Not Applicable

             (a) (4)

 

Not Applicable

             (b)

 

608

 

 

610

(S) 311 (a)

 

613

             (b)

 

613

(S) 312 (a)

 

701

 

 

702(a)

             (b)

 

702(b)

             (c)

 

702(c)

(S) 313 (a)

 

703(a)

             (b)

 

703(a)

             (c)

 

703(a)

             (d)

 

703(b)

(S) 314 (a)

 

704

             (b)

 

Not Applicable

          (c) (1)

 

102

          (c) (2)

 

102

          (c) (3)

 

Not Applicable

          (d)

 

Not Applicable

          (e)

 

102

(S) 315 (a)

 

601

          (b)

 

602

          (c)

 

601

          (d)

 

601

          (e)

 

514

 

i



 

Trust Indenture
Act Section

 

Indenture
Section

 

 

 

(S) 316 (a)

 

101

             (a) (1) (A)

 

502

 

 

512

             (a) (1) (B)

 

513

             (a) (2)

 

Not Applicable

             (b)

 

508

             (c)

 

104(c)

(S) 317 (a) (1)

 

503

             (a) (2)

 

504

             (b)

 

1003

(S) 318 (a)

 

107

 



 

TABLE OF CONTENTS

 

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

 

SECTION 101.

Definitions

SECTION 102.

Compliance Certificates and Opinions

SECTION 103.

Form of Documents Delivered to Trustee

SECTION 104.

Acts of Holders; Record Dates

SECTION 105.

Notices, Etc., to Trustee and Company

SECTION 106.

Notice to Holders; Waiver

SECTION 107.

Conflict with Trust Indenture Act

SECTION 108.

Effect of Headings and Table of Contents

SECTION 109.

Successors and Assigns

SECTION 110.

Separability Clause

SECTION 111.

Benefits of Indenture

SECTION 112.

Governing Law

SECTION 113.

Legal Holidays

 

 

ARTICLE TWO SECURITY FORMS

 

 

SECTION 201.

Forms Generally

SECTION 202.

Form of Face of Security

SECTION 203.

Form of Reverse of Security

SECTION 204.

Form of Trustees Certificate of Authentication

 

 

ARTICLE THREE THE SECURITIES

 

 

SECTION 301.

Title and Terms

SECTION 302.

Denominations

SECTION 303.

Execution, Authentication, Delivery and Dating

SECTION 304.

Temporary Securities

SECTION 305.

Registration, Registration of Transfer and Exchange

SECTION 306.

Mutilated, Destroyed, Lost and Stolen Securities

SECTION 307.

Payment of Interest; Interest Rights Preserved

SECTION 308.

Persons Deemed Owners

SECTION 309.

Cancellation

SECTION 310.

Computation of Interest

 

 

ARTICLE FOUR SATISFACTION AND DISCHARGE

 

 

SECTION 401.

Satisfaction and Discharge of Indenture

SECTION 402.

Application of Trust Money

 

 

ARTICLE FIVE REMEDIES

 

 

SECTION 501.

Events of Default

SECTION 502.

Acceleration of Maturity; Rescission and Annulment

SECTION 503.

Collection of Indebtedness and Suits for Enforcement by Trustee

SECTION 504.

Trustee May File Proofs of Claim

SECTION 505.

Trustee May Enforce Claims Without Possession of Securities

 



 

SECTION 506.

Application of Money Collected

SECTION 507.

Limitation on Suits

SECTION 508.

Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert

SECTION 509.

Restoration of Rights and Remedies

SECTION 510.

Rights and Remedies Cumulative

SECTION 511.

Delay or Omission Not Waiver

SECTION 512.

Control by Holders

SECTION 513.

Waiver of Past Defaults

SECTION 514.

Undertaking for Costs

SECTION 515.

Waiver of Stay or Extension Laws

 

 

ARTICLE SIX THE TRUSTEE

 

 

SECTION 601.

Certain Duties and Responsibilities

SECTION 602.

Notice of Defaults.

SECTION 603.

Certain Rights of Trustee.

SECTION 604.

Not Responsible for Recitals or Issuance of Securities.

SECTION 605.

May Hold Securities.

SECTION 606.

Money Held in Trust.

SECTION 607.

Compensation and Reimbursement.

SECTION 608.

Disqualification; Conflicting Interests.

SECTION 609.

Corporate Trustee Required; Eligibility.

SECTION 610.

Resignation and Removal; Appointment of Successor.

SECTION 611.

Acceptance of Appointment by Successor.

SECTION 612.

Merger, Conversion, Consolidation or Succession to Business.

SECTION 613.

Preferential Collection of Claims Against Company.

SECTION 614.

Appointment of Authenticating Agent.

 

 

ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

 

 

SECTION 701.

Company to Furnish Trustee Names and Addresses of Holders.

SECTION 702.

Preservation of Information; Communications to Holders.

SECTION 703.

Reports by Trustee.

SECTION 704.

Reports by Company.

 

 

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 

 

SECTION 801.

Company May Consolidate, Etc., Only on Certain Terms.

SECTION 802.

Successor Substituted.

 

 

ARTICLE NINE SUPPLEMENTAL INDENTURES

 

 

SECTION 901.

Supplemental Indentures Without Consent of Holders.

SECTION 902.

Supplemental Indentures with Consent of Holders.

SECTION 903.

Execution of Supplemental Indentures.

SECTION 904.

Effect of Supplemental Indentures.

SECTION 905.

Conformity with Trust Indenture Act.

SECTION 906.

Reference in Securities to Supplemental Indentures.

SECTION 907.

Subordination Unimpaired.

 

 

ARTICLE TEN COVENANTS

 



 

SECTION 1001.

Payment of Principal, Premium and Interest.

SECTION 1002.

Maintenance of Office or Agency.

SECTION 1003.

Money for Security Payments to Be Held in Trust.

SECTION 1004.

Statement by Officers as to Default.

SECTION 1005.

Existence.

SECTION 1006.

Payment of Taxes and Other Claims.

SECTION 1007.

Waiver of Certain Covenants.

SECTION 1008.

Book-Entry System.

 

 

ARTICLE ELEVEN REDEMPTION OF SECURITIES

 

 

SECTION 1101.

Right of Redemption.

SECTION 1102.

Applicability of Article.

SECTION 1103.

Election to Redeem; Notice to Trustee.

SECTION 1104.

Selection by Trustee of Securities to Be Redeemed.

SECTION 1105.

Notice of Redemption.

SECTION 1106.

Deposit of Redemption Price.

SECTION 1107.

Securities Payable on Redemption Date.

SECTION 1108.

Securities Redeemed in Part.

 

 

ARTICLE TWELVE SUBORDINATION OF SECURITIES

 

 

SECTION 1201.

Securities Subordinate to Senior Indebtedness.

SECTION 1202.

Payment Over of Proceeds Upon Dissolution, Etc.

SECTION 1203.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities.

SECTION 1204.

No Payment When Senior Indebtedness in Default.

SECTION 1205.

Payment Permitted If No Default.

SECTION 1206.

Subrogation to Rights of Holders of Senior Indebtedness.

SECTION 1207.

Provisions Solely to Define Relative Rights.

SECTION 1208.

Trustee to Effectuate Subordination.

SECTION 1209.

No Waiver of Subordination Provisions.

SECTION 1210.

Notice to Trustee.

SECTION 1211.

Reliance on Judicial Order or Certificate of Liquidating Agent.

SECTION 1212.

Trustee Not Fiduciary for Holders of Senior Indebtedness.

SECTION 1213.

Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustees Rights.

SECTION 1214.

Article Applicable to Paying Agents.

SECTION 1215.

Payment of Proceeds in Certain Cases.

SECTION 1216.

Certain Conversions Deemed Payment.

 

 

ARTICLE THIRTEEN CONVERSION OF SECURITIES

 

 

SECTION 1301.

Conversion Privilege and Conversion Price.

SECTION 1302.

Exercise of Conversion Privilege.

SECTION 1303.

Fractions of Shares.

SECTION 1304.

Adjustment of Conversion Price.

SECTION 1305.

Notice of Adjustments of Conversion Price.

SECTION 1306.

Notice of Certain Corporate Actions.

SECTION 1307.

Company to Reserve Common Stock.

SECTION 1308.

Taxes on Conversions.

 



 

SECTION 1309.

Covenant as to Common Stock.

SECTION 1310.

Cancellation of Converted Securities.

SECTION 1311.

Provisions in Case of Consolidation, Merger or Sale of Assets.

 



 

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

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