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 AGREEMENTPlacement Agreement • May 22nd, 2006 • Beverly Hills Bancorp Inc • Finance services • 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
