EXHIBIT 4.5
DEBENTURE SUBSCRIPTION AGREEMENT
DEBENTURE SUBSCRIPTION AGREEMENT, dated as of December 19, 2002 (this
"Agreement"), between Vineyard National Bancorp, a California corporation (the
"Company"), and Vineyard Statutory Trust II, a statutory trust created under the
laws of the State of Delaware (the "Trust"), relating to the Floating Rate
Junior Subordinated Debt Securities due January 7, 2033 (the "Junior
Subordinated Debentures"), issuable pursuant to an Indenture, dated as of
December 19, 2002 (the "Indenture"), between the Company and Wilmington Trust
Company, as Trustee. Capitalized terms used herein and not otherwise defined
herein have the respective meanings ascribed thereto in the Subscription
Agreement (as defined below).
WHEREAS, the Company, the Trust and the Purchaser named therein have
entered into a Capital Securities Subscription Agreement, dated December 11,
2002 (the "Subscription Agreement"), in connection with the issuance and sale of
Floating Rate TRUPS(R) (liquidation amount of $1,000 per security) (the "Capital
Securities") by the Trust; and
WHEREAS, the Company and the Trust have entered into a Common
Securities Subscription Agreement, dated December 19, 2002 (the "Common
Securities Subscription Agreement"), in connection with the issuance and sale of
Common Securities (liquidation amount of $1,000 per security) (the "Common
Securities") by the Trust; and
WHEREAS, in connection with the Subscription Agreement and the Common
Securities Subscription Agreement and the issuance and sale of the Capital
Securities and Common Securities pursuant thereto, the Trust desires to purchase
from the Company, and the Company desires to sell to the Trust, all of the
Junior Subordinated Debentures.
NOW, THEREFORE, in consideration of the foregoing premises and the
conditions and agreements hereinafter set forth, the parties hereto agree as
follows:
1. The Trust hereby subscribes for and offers to purchase from
the Company, and the Company hereby accepts such offer and agrees to issue and
sell to the Trust, contemporaneous with the Closing Date, Five Million One
Hundred Fifty-Five Thousand Dollars ($5,155,000) aggregate principal amount of
Junior Subordinated Debentures, in consideration of the payment on or before the
date hereof of Five Million One Hundred Fifty-Five Thousand Dollars ($5,155,000)
in immediately available funds.
2. The Company represents and warrants that the Junior
Subordinated Debentures have been duly authorized and executed by the Company,
and, when duly authenticated and delivered to the Trust in accordance with the
terms hereof and the Indenture, will constitute the valid and binding
obligations of the Company entitled to the benefits of the Indenture,
enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by general principles of equity (regardless of whether considered
in a proceeding in equity or at law).
3. This Agreement shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to conflict of law principles.
4. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this Debenture
Subscription Agreement to be duly executed as of the date first written above.
VINEYARD NATIONAL BANCORP
By:/s/ Xxxxxx Xxxxxxx
_______________________________
Name: Xxxxxx Xxxxxxx
Title:President and CEO
VINEYARD STATUTORY TRUST II
By:/s/ Xxxxxx Xxxxxxx
_______________________________
Name: Xxxxxx Xxxxxxx
Title:Administrator
By:/s/ Xxxxxx Xxxx
_______________________________
Name: Xxxxxx Xxxx
Title:Administrator
Debenture Subscription Agreement
