Common Contracts

BNC STATUTORY TRUST III Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by BNCCORP, INC. PLACEMENT AGREEMENT

Placement Agreement • August 3rd, 2007 • Bnccorp Inc • National commercial banks • New York

• Contract Type
  Placement Agreement
• Filed
  August 3rd, 2007
• Company
  Bnccorp Inc
• Industry
  National commercial banks
• Jurisdiction
  New York

BNCCORP, Inc., a bank holding company incorporated in Delaware (the “Company”) and BNC Statutory Trust III, a Delaware statutory trust (the “Trust” and, collectively with the Company, the “Offerors”), propose, subject to the terms and conditions stated herein, to issue and sell 1,000 of Floating Rate Capital Securities of the Trust (the “Debt Securities”), having a stated liquidation amount of $1,000 per capital security and bearing a variable distribution rate per annum, reset quarterly, equal to LIBOR (as defined in the Indenture (as defined below)) plus 1.40% (the “Floating Rate”). StoneCastle Securities, LLC is acting as the exclusive agent of the Company and the Trust in connection with the offering of the Debt Securities. The Company also proposes to issue and sell an additional 14,000 of capital securities pursuant to a purchase agreement dated as of the date hereof, among the Offerors and the purchaser named therein.

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

• Contract Type
  Placement Agreement
• Filed
  May 22nd, 2006
• Company
  Beverly Hills Bancorp Inc
• Industry
  Finance services
• Jurisdiction
  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