REDWOOD STATUTORY TRUST I
REDWOOD EMPIRE BANCORP
SUBSCRIPTION AGREEMENT
FEBRUARY 22, 2001
THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among Redwood Statutory
Trust I (the "Trust"), a statutory trust created under the Connecticut Statutory
Trust Act (Chapter 615 of Title 34 of the Connecticut General Statutes, Section
500, et seq.), Redwood Empire Bancorp, a California corporation, with its
principal offices located at 000 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000
(the "Company" and, collectively with the Trust, the "Offerors"), and Preferred
Term Securities II, Ltd. (the "Purchaser").
RECITALS:
A. The Trust desires to issue 10,000 of its 10.20% Capital Securities (the
"Capital Securities"), liquidation amount $1,000 per Capital Security,
representing an undivided beneficial interest in the assets of the Trust (the
"Offering"), to be issued pursuant to an Amended and Restated Declaration of
Trust (the "Declaration") by and among the Company, State Street Bank and Trust
Company of Connecticut, National Association, the administrators named therein,
and the holders (as defined therein), which Capital Securities are to be
guaranteed by the Company with respect to distributions and payments upon
liquidation, redemption and otherwise pursuant to the terms of a Guarantee
Agreement between the Company and State Street Bank and Trust Company of
Connecticut, National Association, as trustee (the "Guarantee"); and
B. The proceeds from the sale of the Capital Securities will be combined
with the proceeds from the sale by the Trust to the Company of its common
securities, and will be used by the Trust to purchase an equivalent amount of
10.20% Junior Subordinated Deferrable Interest Debentures of the Company (the
"Debentures") to be issued by the Company pursuant to an indenture to be
executed by the Company and State Street Bank and Trust Company of Connecticut,
National Association, as trustee (the "Indenture"); and
C. In consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF CAPITAL SECURITIES
1.1. Upon the execution of this Subscription Agreement, the Purchaser
hereby agrees to purchase from the Trust 10,000 Capital Securities at a price
equal to $1,000 per Capital Security (the "Purchase Price") and the Trust agrees
to sell such Capital Securities to the Purchaser for said Purchase Price. The
rights and preferences of the Capital Securities are set forth in the
Declaration. The Purchase Price is payable in immediately available funds on
February 22, 2001, or such other business day as may be designated by the
Purchaser, but in no event later
than February 28, 2001 (the "Closing Date"). The Offerors shall provide the
Purchaser wire transfer instructions no later than 1 day following the date
hereof.
1.2. The certificate for the Capital Securities shall be delivered by the
Trust on the Closing Date to the Purchaser or its designee.
1.3. The Placement Agreement, dated February 9, 2001 (the "Placement
Agreement"), among the Offerors and the Placement Agents identified therein
includes certain representations and warranties, covenants and conditions to
closing and certain other matters governing the Offering. The Placement
Agreement is hereby incorporated by reference into this Agreement and the
Purchaser shall be entitled to each of the benefits of the Placement Agents
under the Placement Agreement and shall be entitled to enforce the obligations
of the Offerors under such Placement Agreement as fully as if the Purchaser were
a party to such Placement Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF PURCHASER
2.1. The Purchaser understands and acknowledges that neither the Capital
Securities, the Debentures nor the Guarantee have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any other
applicable securities law, are being offered for sale by the Trust in
transactions not requiring registration under the Securities Act, and may not be
offered, sold, pledged or otherwise transferred by the Purchaser except in
compliance with the registration requirements of the Securities Act or any other
applicable securities laws, pursuant to an exemption therefrom or in a
transaction not subject thereto.
2.2. The Purchaser represents, warrants and certifies that it is not a
"U.S. person" as such term is defined in Rule 902 under the Securities Act ,
that it is not acquiring the securities for the account or benefit of any U.S.
person, and that the offer and sale of Capital Securities to the Purchaser
constitutes an "offshore transaction" under Regulation S of the Securities Act.
2.3. The Purchaser represents and warrants that it is purchasing the
Capital Securities for its own account, for investment, and not with a view to,
or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act or other applicable securities laws, subject to any
requirement of law that the disposition of its property be at all times within
its control and subject to its ability to resell such Capital Securities
pursuant to an effective registration statement under the Securities Act or
under Rule 144A or any other exemption from registration available under the
Securities Act.
2.4. The Purchaser has full power and authority to execute and deliver this
Agreement, to make the representations and warranties specified herein, and to
consummate the transactions contemplated herein and it has full right and power
to subscribe for Capital Securities and perform its obligations pursuant to this
Agreement.
2.5. Purchaser is a Cayman Islands Company whose business includes issuance
of certain notes and acquiring the Capital Securities and it has such knowledge
and experience in financial and business matters that it is capable of
evaluating the merits and risks of purchasing the Capital
2
Securities and it is aware that it may be required to bear the economic risk of
an investment in the Capital Securities.
ARTICLE III
MISCELLANEOUS
3.1. Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, international courier or delivered by hand against written
receipt therefor, or by facsimile transmission and confirmed by telephone, to
the following addresses, or such other address as may be furnished to the other
parties as herein provided:
To the Offerors: Redwood Empire Bancorp
000 Xxxxx Xxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Telecopier: 000-000-0000
Telephone: 000-000-0000
Attn: Xxxxx Xxxxxxxx
To the Purchaser: Preferred Term Securities II, Ltd.
x/x XXXX Xxxxxxx
X.X. Xxx 0000 XX
Xxxxxxxxxx House
South Church Street
Xxxxxx Town, Grand Cayman
Grand Cayman Islands, British West Indies
Attention: The Directors/603484
Fax: (000) 000-0000
Unless otherwise expressly provided herein, notices shall be deemed to have
been given on the date of mailing, except notice of change of address, which
shall be deemed to have been given when received.
3.2. This Agreement shall not be changed, modified or amended except by a
writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.
3.3. Upon the execution and delivery of this Agreement by the Purchaser,
this Agreement shall become a binding obligation of the Purchaser with respect
to the purchase of Capital Securities as herein provided.
3.4. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
3
3.5. The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.
3.6. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
Signatures appear on the following page
4
IN WITNESS WHEREOF, I have set my hand the day and year first written
above.
PREFERRED TERM SECURITIES II, LTD.
By:
--------------------------------------------------
Print Name:
-----------------------------------------
Title:
----------------------------------------------
IN WITNESS WHEREOF, this Subscription Agreement is agreed to and accepted
as of the day and year first written above.
REDWOOD EMPIRE BANCORP
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
----------------------------------------------
Title: President & CEO
---------------------------------------------
REDWOOD STATUTORY TRUST I
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
----------------------------------------------
Title: Administrator
5
