STERLING FINANCIAL CORPORATION, AS ISSUER INDENTUREIndenture • June 20th, 2006 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
Exhibit 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, made effective as of July 1, 1999, by and between STERLING FINANCIAL CORPORATION ("Sterling") and HAROLD B. GILKEY (the "Executive"), W I T N E S S E T H : WHEREAS, the Executive...Employment Agreement • March 24th, 2000 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into effective as of December 21, 2009 (the "Effective Date"), between Sterling Financial Corporation, a Washington corporation (the "Company"), and...Indemnification Agreement • December 23rd, 2009 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
5,738,637 SHARES STERLING FINANCIAL CORPORATION COMMON STOCK, HAVING NO PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2012 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
The U.S. Department of Treasury (the “Selling Shareholder”) proposes to sell 5,738,637 shares (the “Stock”) of common stock, having no par value (the “Common Stock”) of Sterling Financial Corporation, a Washington corporation (the “Company”). This agreement (the “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Selling Shareholder by the underwriters (the “Underwriters”) named in Schedule I attached to this Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 1997 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is between STERLING FINANCIAL CORPORATION, a Washington corporation ("Sterling") and _______________ ("Employee"). Employee has been employed as an officer of Sterling...Employment Agreement • March 24th, 2000 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 1997 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
| Written Agreement by and between | | Docket No. 09-207-WAIRB-HC STERLING FINANCIAL CORPORATION | Spokane, Washington | | and | | FEDERAL RESERVE BANK OF | SAN FRANCISCO | San Francisco, California | | ------------------------------------------Written Agreement • December 31st, 2009 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
BY AND BETWEENMerger Agreement • May 4th, 1998 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
EXCHANGE AGREEMENT by and between STERLING FINANCIAL CORPORATION and THE UNITED STATES DEPARTMENT OF THE TREASURY Dated as of April 29, 2010Exchange Agreement • May 3rd, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
EXCHANGE AGREEMENT, dated as of April 29, 2010 (this “Agreement”) by and between Sterling Financial Corporation, a Washington corporation (the “Company”), and the United States Department of the Treasury (the “Investor”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2012 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This Employment Agreement (this “Agreement”) is made effective as of December 21, 2011, by and between STERLING SAVINGS BANK (“Sterling”) and DANIEL G. BYRNE (the “Executive”).
INVESTMENT AGREEMENT dated as of May 25, 2010 between STERLING FINANCIAL CORPORATION and WARBURG PINCUS PRIVATE EQUITY X, L.P.Investment Agreement • May 27th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
The undersigned officer of Sterling Financial Corporation (the “Corporation”), on behalf of the Corporation, does hereby certify that the following correctly sets forth an amendment to the Corporation’s Restated Articles of Incorporation.
RE: Investor Letter AgreementInvestor Letter Agreement • September 17th, 2013 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
Reference is made to the Merger Agreement, dated as of the date hereof, between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (the “Merger Agreement”); capitalized terms have the meanings ascribed to them in the Merger Agreement. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, “Holder”) is a party to an Investment Agreement with Sterling, dated May 25, 2010, as amended (the “Investment Agreement”).
FIRST AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN dated as of December 8, 2010 between STERLING FINANCIAL CORPORATION, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentShareholder Rights Plan • December 10th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Plan.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2008 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of August 11, 2008, by and between STERLING FINANCIAL CORPORATION (“Sterling”) and DANIEL G. BYRNE (the “Executive”).
LETTERHEAD)Merger Agreement • September 27th, 2006 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
SPECIAL401(k) Plan Adoption Agreement • August 18th, 2000 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN STERLING FINANCIAL CORPORATION AND EMPIRE FEDERAL BANCORP, INC.Merger Agreement • November 15th, 2002 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This AGREEMENT AND PLAN OF MERGER, dated as of September 19, 2002 (this "Agreement"), is entered into by and between Sterling Financial Corporation, a Washington corporation ("Sterling") and Empire Federal Bancorp, Inc., a Delaware corporation ("Empire").
FIRST AMENDMENT TO THE INVESTMENT AGREEMENTInvestment Agreement • August 20th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
This First Amendment (the “Amendment”) is entered into as of August 18, 2010 between Sterling Financial Corporation, a Washington corporation (the “Company”), and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (the “Investor”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below).
ARTICLE II REPRESENTATIONS AND WARRANTIESCredit Agreement • November 8th, 2006 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
SUBSCRIPTION AGREEMENTSubscription Agreement • August 20th, 2010 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2005 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
THIS AGREEMENT, made effective as of March 19, 2005, by and between STERLING FINANCIAL CORPORATION (“Sterling”) and WILLIAM W. ZUPPE (the “Executive”),
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2008 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
This First Amendment (the “First Amendment”) to the Amended and Restated Employment Agreement is made and entered into as of December 4, 2008, by and between Sterling Financial Corporation, a Washington corporation (“Sterling”), and (the “Executive”). This First Amendment shall be effective upon the closing of the investment by the United States Department of the Treasury (the “Treasury”) in Sterling pursuant to the Capital Purchase Program provided under the Troubled Asset Relief Program (“TARP”) as promulgated by the Treasury under the authority of the Emergency Economic Stabilization Act. Capitalized terms used herein that are not otherwise defined shall have the meaning attributed to such terms in the Amended and Restated Employment Agreement, dated as of , by and between Sterling and Executive (the “Employment Agreement”).
WITHERSPOON, KELLEY, DAVENPORT & TOOLE LETTERHEAD]Merger Agreement • September 15th, 2003 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
We have acted as counsel to Sterling Financial Corporation ("Sterling"), a Washington corporation, in connection with the proposed merger (the "Merger") of Klamath First Bancorp, Inc. ("Klamath"), an Oregon corporation, with and into Sterling. Upon consummation of the Merger, Sterling shall be the surviving corporation. The Merger will be consummated pursuant to the Agreement and Plan of Merger, dated as of July 14, 2003, between Sterling and Klamath (the "Merger Agreement"). For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement. At your request, this opinion is being delivered in connection with Sterling's registration statement on Form S-4 relating to the proposed Merger (the "Registration Statement") to which this opinion appears as an exhibit.
Form of Stockholders AgreementStockholders Agreement • December 9th, 2002 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This Stockholders Agreement (the "Stockholders Agreement"), dated as of September 19, 2002, is made by each of the Persons listed on the signature pages attached hereto (individually, a "Stockholder", and collectively the "Stockholders"), and Sterling Financial Corporation ("Sterling").
WITHERSPOON, KELLEY, DAVENPORT & TOOLE, P.S. LETTERHEAD]Merger Agreement • December 9th, 2002 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
We have acted as counsel to Sterling Financial Corporation ("Sterling"), a Washington corporation, in connection with the proposed merger (the "Merger") of Empire Federal Bancorp, Inc. ("Empire"), a Delaware corporation, with and into Sterling. Upon consummation of the Merger, Sterling shall be the surviving corporation. The Merger will be consummated pursuant to the Agreement and Plan of Merger, dated as of September 19, 2002, between Sterling and Empire (the "Merger Agreement"). For purposes of this opinion, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement. At your request, this opinion is being delivered in connection with Sterling's Registration Statement on Form S-4 relating to the proposed Merger (the "Registration Statement") to which this opinion appears as an exhibit.
CREDIT AGREEMENTCredit Agreement • May 20th, 2005 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN STERLING FINANCIAL CORPORATION AND KLAMATH FIRST BANCORP, INC.Merger Agreement • July 15th, 2003 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2003 (this "Agreement"), is entered into by and between Sterling Financial Corporation, a Washington corporation ("Sterling") and Klamath First Bancorp, Inc., an Oregon corporation ("Klamath").
LAW OFFICESAgreement and Plan of Merger • September 27th, 2006 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN STERLING FINANCIAL CORPORATION AND NORTHERN EMPIRE BANCSHARESMerger Agreement • September 18th, 2006 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2006 (this “Agreement”), is entered into by and between Sterling Financial Corporation, a Washington corporation (“Sterling”), and Northern Empire Bancshares, a California corporation (“Northern Empire”).
STERLING FINANCIAL CORPORATION CHANGE IN CONTROL PLAN PARTICIPATION AGREEMENTChange in Control Participation Agreement • March 14th, 2012 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of the date of the Company’s acceptance hereof on , 20 (the “Acceptance Date”) by and between (the “Participant”) and Sterling Financial Corporation, a Washington corporation (the “Company”), on behalf of itself and any of its subsidiaries or affiliates which employs the Participant.
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2007 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
This First Amendment to the Amended and Restated Employment Agreement (the “First Amendment”) is made and entered into as of December 28, 2007, by and between Sterling Financial Corporation, a Washington corporation (“Sterling”) and William W. Zuppe (the “Executive”). Capitalized terms used herein that are not otherwise defined shall have the meaning attributed to such terms in the Amended and Restated Employment Agreement, dated as of March 19, 2005 by and between Sterling and Executive (the “Employment Agreement”).
Form of Stockholders AgreementStockholders Agreement • August 3rd, 2001 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
THIS Stockholders Agreement (the "Stockholders Agreement"), dated as of June 27, 2001, is made by (the "Stockholder") and Sterling Financial Corporation ("Sterling").
RE: Investor Letter AgreementInvestor Letter Agreement • September 17th, 2013 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered
Reference is made to the Merger Agreement, dated as of the date hereof, between Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) (the “Merger Agreement”); capitalized terms have the meanings ascribed to them in the Merger Agreement. The signatory hereto (“Holder”) is a party to a Second Amended and Restated Investment Agreement with Sterling, dated May 25, 2010, as amended (the “Investment Agreement”).
AGREEMENT AND PLAN OF MERGER by and between STERLING FINANCIAL CORPORATION and UMPQUA HOLDINGS CORPORATION DATED AS OF SEPTEMBER 11, 2013Merger Agreement • September 17th, 2013 • Sterling Financial Corp /Wa/ • Savings institutions, not federally chartered • Oregon
AGREEMENT AND PLAN OF MERGER, dated as of September 11, 2013 (this “Agreement”), by and between Sterling Financial Corporation, a Washington corporation (“Sterling”), and Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”).
