Beverly Hills Bancorp Inc Sample Contracts

TO
Indenture • December 10th, 1996 • Wilshire Financial Services Group Inc • Finance services • New York
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ARTICLE TWO NOTE FORMS
Indenture • August 26th, 1997 • Wilshire Financial Services Group Inc • Finance services • New York
EXHIBIT 1.1 WILSHIRE FINANCIAL SERVICES GROUP INC. 1,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 1996 • Wilshire Financial Services Group Inc • Finance services • New York
EXHIBIT 10.1 WILSHIRE FINANCIAL SERVICES GROUP INC. 13% Series A Notes due 2004 REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • August 26th, 1997 • Wilshire Financial Services Group Inc • Finance services • New York
WITNESSETH:
Management Agreement • August 16th, 1999 • Wilshire Financial Services Group Inc • Finance services
EXHIBIT 2.1 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 14th, 2004 • Wilshire Financial Services Group Inc • Finance services • New York
EXHIBIT 1.1 WILSHIRE FINANCIAL SERVICES GROUP INC. 3,500,000 Shares/1/ Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • February 2nd, 1998 • Wilshire Financial Services Group Inc • Finance services • New York
EXHIBIT 10.21 MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 19th, 1996 • Wilshire Financial Services Group Inc • Finance services • New York
GUARANTEE AGREEMENT BEVERLY HILLS BANCORP INC. Dated as of December 28, 2006
Guarantee Agreement • January 3rd, 2007 • Beverly Hills Bancorp Inc • State commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 28, 2006, is executed and delivered by Beverly Hills Bancorp Inc., a bank holding company incorporated in Delaware (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Beverly Hills Statutory Trust II, a Delaware statutory trust (the “Issuer”).

WITNESSETH: ___________
Management Agreement • August 14th, 1998 • Wilshire Financial Services Group Inc • Finance services • New York
STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 28, 2001 By and Among THE SELLERS SIGNATORIES HERETO AND WILSHIRE FINANCIAL SERVICES GROUP INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 25th, 2002 • Wilshire Financial Services Group Inc • Finance services • Delaware

AGREEMENT dated as of December 28, 2001, by and among the entities signatories hereto (each a Seller, and collectively, “Sellers”) and Wilshire Financial Services Group Inc., a Delaware corporation (the “Company”).

EXHIBIT 10.10 AMENDED AND RESTATED INTERIM WAREHOUSE AND SECURITY AGREEMENT
Interim Warehouse and Security Agreement • February 2nd, 1998 • Wilshire Financial Services Group Inc • Finance services • New York
RECITALS
Loan Servicing Agreement • August 16th, 1999 • Wilshire Financial Services Group Inc • Finance services • England
EXHIBIT 1.2 WILSHIRE FINANCIAL SERVICES GROUP INC. __% NOTES DUE 2003 UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 1996 • Wilshire Financial Services Group Inc • Finance services • New York
RECITALS
Dip Loan Agreement • March 30th, 2000 • Wilshire Financial Services Group Inc • Finance services
BEVERLY HILLS STATUTORY TRUST II Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by Beverly Hills Bancorp Inc. PURCHASE AGREEMENT
Purchase Agreement • January 3rd, 2007 • Beverly Hills Bancorp Inc • State commercial banks • New York

The Debt Securities will be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date specified in Section 3 hereof, and executed and delivered by the Company and Wilmington Trust Company, as trustee (the “Guarantee Trustee”), for the benefit of the holders from time to time of the Debt Securities. The entire proceeds from the sale of the Debt Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and will be used by the Trust to purchase $5,155,000 in principal amount of the Floating Rate Junior Subordinated Debt Securities due 2037 of the Company (the “Subordinated Debt Securities”). The Debt Securities and the Common Securities of the Trust will be issued pursuant to t

DEBENTURE PURCHASE AGREEMENT between WILSHIRE FINANCIAL SERVICES GROUP INC. and ROBERT H. KANNER December 28, 2001 WILSHIRE FINANCIAL SERVICES GROUP INC. DEBENTURE PURCHASE AGREEMENT
Debenture Purchase Agreement • January 7th, 2002 • Wilshire Financial Services Group Inc • Finance services • Delaware

This Debenture Purchase Agreement (the “Agreement”) is made as of December 28, 2001 by and between Wilshire Financial Services Group Inc., a Delaware corporation (including its successors pursuant to a Change of Control (as defined herein), the “Company”), and Robert H. Kanner (“Purchaser”).

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PSA MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 19th, 1996 • Wilshire Financial Services Group Inc • Finance services • New York
BEVERLY HILLS STATUTORY TRUST 2006 Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by BEVERLY HILLS BANCORP INC. PLACEMENT AGREEMENT
Placement Agreement • May 22nd, 2006 • Beverly Hills Bancorp Inc • Finance services • New York

The Capital Securities will be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date specified in Section 3 hereof, and executed and delivered by the Company and Wilmington Trust Company, as trustee (the “Guarantee Trustee”), for the benefit of the holders from time to time of the Capital Securities. The entire proceeds from the sale of the Capital Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and will be used by the Trust to purchase $20,619,000 in principal amount of the Floating Rate Junior Subordinated Debt Securities due 2036 of the Company (the “Subordinated Debt Securities”). The Capital Securities and the Common Securities of the Trust will be issued

SETTLEMENT AGREEMENT [WILSHIRE/CCL]
Settlement Agreement • May 14th, 2002 • Wilshire Financial Services Group Inc • Finance services • Oregon

The parties to this Settlement Agreement consist of the Claimants and the Released Parties as defined in Sections 1.1 and 1.2 below, and are collectively referred to as the “Settling Parties.”

FIRST BANK OF BEVERLY HILLS, F.S.B. 23901 Calabasas Road, Suite 1050 Calabasas, California 91302 January 1, 2004
Stay Bonus Agreement • March 16th, 2005 • Beverly Hills Bancorp Inc • Finance services • California

The purpose of this letter agreement is to document the terms and conditions under which you may receive a stay bonus, as follows:

LEASE BETWEEN CENTURY NATIONAL PROPERTIES, INC., AS LANDLORD, AND FIRST BANK OF BEVERLY HILLS, F.S.B., AS TENANT Calabasas Business Park II Calabasas, California
Lease Agreement • March 16th, 2005 • Beverly Hills Bancorp Inc • Finance services • California

THIS LEASE (“Lease”) is made as of June 28, 2004 by and between Century National Properties, Inc., a California corporation (“Landlord”), and First Bank of Beverly Hills, F.S.B., a federal chartered savings institution (“Tenant”), upon the following terms and conditions:

STOCK OPTION AGREEMENT AMENDMENT NO. 2
Stock Option Agreement • August 14th, 2002 • Wilshire Financial Services Group Inc • Finance services

This Stock Option Agreement Amendment No. 2 is made as of June 25, 2002 by and between Wilshire Financial Services Group Inc. (the “Company”) and Jay H. Memmott (the “Optionee”), with reference to the following facts:

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2007 • Beverly Hills Bancorp Inc • State commercial banks • California

This Employment Agreement is made and entered into as of October 31, 2006 by and between First Bank of Beverly Hills, a California chartered bank (the “Bank”), and Eric Rosa (“Executive”).

FIRST AMENDMENT TO LOAN AGREEMENT, REVOLVING CREDIT NOTE, COMMERCIAL GUARANTY and COMMERCIAL PLEDGE AGREEMENT
Loan Agreement • March 17th, 2008 • Beverly Hills Bancorp Inc • State commercial banks

THIS FIRST AMENDMENT (“First Amendment”) TO LOAN AGREEMENT, REVOLVING CREDIT NOTE, COMMERCIAL GUARANTY and COMMERCIAL PLEDGE AGREEMENT made as of this 1st day of January, 2008, by

TRUST AGREEMENT
Trust Agreement • May 14th, 2002 • Wilshire Financial Services Group Inc • Finance services • Oregon
COMMERCIAL GUARANTY
Commercial Guaranty • March 16th, 2007 • Beverly Hills Bancorp Inc • State commercial banks • Tennessee

CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Beverly Hills Bancorp, Inc. (“Guarantor”) absolutely and unconditionally guarantees to First Tennessee Bank National Association (“Lender”) or its order, the timely performance and payment by Wilshire Acquisitions Corporation (“Borrower”) of the Indebtedness on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing.

EXHIBIT 10.13 Public Securities Association 40 Broad Street, New York, NY 10004-2373 Telephone (212) 809-7000 MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 31st, 1996 • Wilshire Financial Services Group Inc • New York
Employment and Confidentiality Agreement
Employment Agreement • December 22nd, 2005 • Beverly Hills Bancorp Inc • Finance services

This Employment and Confidentiality Agreement (the “Agreement”) is made between First Bank of Beverly Hills (the “Bank”), a state chartered bank, and Joseph W. Kiley, III (the “Employee”). The Bank is an affiliate of Beverly Hills Bancorp, Inc. a Delaware corporation (the “Company”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2007 • Beverly Hills Bancorp Inc • State commercial banks

This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into as of July , 2007 by and between Beverly Hills Bancorp Inc., a Delaware corporation (the “Company”), and Larry B. Faigin (“Executive”), with reference to the following facts:

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