0001104659-04-009122 Sample Contracts

GUARANTEE AGREEMENT by and between FIRST REGIONAL BANCORP and Dated as of March 17, 2004
Guarantee Agreement • April 1st, 2004 • First Regional Bancorp • State commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 17, 2004, is executed and delivered by First Regional Bancorp, a California corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of First Regional Statutory Trust III, a Connecticut statutory trust (the “Issuer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 1st, 2004 • First Regional Bancorp • State commercial banks • California

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2004, by and among First Regional Bancorp, a California corporation (the “Company”), and each of the purchasers (individually, a “Purchaser” and, collectively, the “Purchasers”) listed on the Schedule of Purchasers attached as Exhibit A hereto.

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