REGISTRATION RIGHTS AGREEMENT Dated as of April 12, 2005 between GREATER BAY BANCORP, AND KEEFE BRUYETTE & WOODS, INC. as the Initial PurchaserRegistration Rights Agreement • May 10th, 2005 • Greater Bay Bancorp • National commercial banks • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 12, 2005, between the Company and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of $150,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes due 2010 (the “Notes”). In order to induce the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchaser’s obligations thereunder, the Company has agreed to provide to the Initial Purchaser and its direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
GREATER BAY BANCORP (a California corporation)Purchase Agreement • May 10th, 2005 • Greater Bay Bancorp • National commercial banks • New York
Greater Bay Bancorp, a California corporation (the “Company”), hereby confirms its agreement with Keefe, Bruyette & Woods, Inc. (the “Initial Purchaser”) with respect to (i) the sale by the Company and the purchase by the Initial Purchaser of $150,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes, Series C, due 2010 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of March 24, 2003 (the “Indenture”) between the Company and Wilmington Trust Company, as trustee (the “Trustee”). Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated as of the Closing Time (as defined in Section 2(b)), between the Company and the Trustee and received and accepted by DTC.
