AMENDMENT ONE TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT
EXHIBIT 99.130
This AMENDMENT ONE, dated as of April 10th, 2007 (this “Amendment One”), to the
Shareholder Protection Rights Agreement, dated as of September 9, 1999 (the “Rights Agreement”),
between North Valley Bancorp, a California corporation (the “Company”), and Mellon Investor
Services LLC, a New Jersey limited liability company (successor to ChaseMellon Shareholder
Services, L.L.C.), as Rights Agent (the “Rights Agent”). Terms used but not defined herein shall,
unless the context otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
1. The Company hereby certifies to the Rights Agent that this Amendment One will
not change or increase the duties, liabilities or obligations of the Rights Agent to the
Company.
The Rights Agent is entitled to rely upon this certification in forming an opinion as to
whether
this Amendment One would affect the duties, liabilities or obligations of the Rights Agent to
the
Company.
2. Section 1(a) of the Rights Agreement is hereby amended by inserting the
following sentence as a separate paragraph at the end of the definition of “Acquiring Person”:
“Neither Sterling Financial Corporation, a Washington corporation (“Sterling”),
nor any of its Subsidiaries, Affiliates or Associates, shall be or become an
Acquiring Person as a result of the execution, delivery or performance,
or public announcement thereof, of the Agreement and Plan of Merger between
the Company and Sterling dated as of April 10, 2007 (the “Merger Agreement”), the
Voting Agreements (as defined in the Merger Agreement), or the consummation of any
of the transactions contemplated by the Merger Agreement.”
3. Section 7(a) of the Rights Agreement is hereby amended by replacing the section
in its entirety with the following:
“(a) The registered holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at any
time after the Distribution Date upon surrender of the Rights Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the designated office of the Rights Agent, together with payment of
the Purchase Price for each one one-hundredth of a Preferred Share as to which the
Rights are exercised, at or prior to the earliest of (i) the Close of Business on
September 9, 2009, (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof, or (iv) immediately prior to the
Effective Time (as defined in the Merger Agreement), notice of which Effective Time
the Company will provide to the Rights Agent in writing and the Rights Agent shall
not be deemed to have knowledge of the Effective Time unless and until the Rights
Agent has received such written notification (the first to occur of (i) through (iv)
hereof (inclusive) being herein referred to as the “Final Expiration Date”).”
4. This Amendment One shall be effective immediately prior to (and conditioned
upon) the execution of the Merger Agreement by the Company and Sterling; provided, however,
that this Amendment One will be of no further force or effect upon the termination of the
Merger
Agreement in accordance with its terms. The Company will provide the Rights Agent with
prompt written notice of the consummation of the transactions contemplated by the Merger
Agreement or the termination of this Amendment One pursuant to this section, as applicable.
5. This Amendment One shall be governed by and construed in accordance with the
laws of the State of California applicable to contracts made and to be performed entirely
within
the State of California, provided, however, that all provisions regarding the rights, duties
and
obligations of the Rights Agent shall be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed entirely within the
State of New York. In all respects not inconsistent with the terms and provisions of this
Amendment One, the Rights Agreement is hereby ratified, adopted, approved and confirmed. If
any term of this Amendment One is held by a court of competent jurisdiction or other competent
authority to be invalid or unenforceable, the remainder of the terms hereof shall remain in
full
force and effect, and this Amendment One shall be construed in order to give the maximum
effect to the remaining terms and intent hereof. This Amendment One may be executed in one or
more counterparts, each of such counterparts shall for all purposes be deemed to be an
original,
and all such counterparts shall together constitute but one and the same instrument.
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NORTH VALLEY BANCORP | ||||||
By: | /s/ X. X. Xxxxxxx | |||||
Name: | X. X. Xxxxxxx | |||||
Title: | President | |||||
MELLON INVESTOR SERVICES LLC, as | ||||||
Rights Agent | ||||||
By: | /s/ Xxx Xxxx | |||||
Name: | ||||||
Title: | Client Relationship Executive |
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