GUARANTEE AGREEMENT VINEYARD NATIONAL BANCORP. Dated as of September 25, 2003Guarantee Agreement • November 7th, 2003 • Vineyard National Bancorp • National commercial banks • New York
AMENDED\ AND RESTATED DECLARATION OF TRUST BY AND AMONGVineyard National Bancorp • March 28th, 2003 • National commercial banks • Connecticut
OFFICE LEASEOffice Lease • March 30th, 2001 • Vineyard National Bancorp • National commercial banks • California
AMONGShareholder Agreement • April 9th, 2003 • Vineyard National Bancorp • National commercial banks • California
VINEYARD NATIONAL BANCORP., AS ISSUER INDENTUREIndenture • March 28th, 2003 • Vineyard National Bancorp • National commercial banks • New York
GUARANTEE AGREEMENT VINEYARD NATIONAL BANCORP Dated as of April 15, 2005Guarantee Agreement • March 14th, 2006 • Vineyard National Bancorp • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of April 15, 2005, is executed and delivered by Vineyard National Bancorp, a bank holding company incorporated in California (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, 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 Vineyard Statutory Trust VIII, a Delaware statutory trust (the “Issuer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 10th, 2004 • Vineyard National Bancorp • National commercial banks • New York
This Securities Purchase Agreement (this "Agreement") is dated as of December 8, 2004, among Vineyard National Bancorp, a California corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
Exhibit 1.0 ________ SHARES OF _____% NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B(1) VINEYARD NATIONAL BANCORP ($25.00 LIQUIDATION VALUE) EQUITY UNDERWRITING AGREEMENTVineyard National Bancorp • July 30th, 2003 • National commercial banks • New York
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...Debenture Subscription Agreement • March 28th, 2003 • Vineyard National Bancorp • National commercial banks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2004 • Vineyard National Bancorp • National commercial banks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2004, by and among Vineyard National Bancorp, a California corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
Form of Change of Control AgreementVineyard National Bancorp • January 4th, 2008 • National commercial banks • California
Vineyard Bank (the "Bank") considers it essential to its best interests, the best interests of its sole shareholder, Vineyard National Bancorp (the “Company”), and the best interests of the Company’s shareholders, to foster the continuous employment of key management personnel. In this connection, the Bank recognizes that, as is the case with many businesses, the possibility of a change in control may exist and that such possibility and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Bank, the Company and their respective shareholders.
Exhibit 1.0 ________ SHARES OF _____% NONCUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B(1) VINEYARD NATIONAL BANCORP ($25.00 LIQUIDATION VALUE) EQUITY UNDERWRITING AGREEMENTVineyard National Bancorp • September 3rd, 2003 • National commercial banks • New York
RESTRICTED SHARE AWARD AGREEMENT pursuant to the VINEYARD NATIONAL BANCORPRestricted Share Award Agreement • August 1st, 2005 • Vineyard National Bancorp • National commercial banks • California
THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vineyard National Bancorp, (the “Company”), and the Participant specified above, pursuant to the Vineyard National Bancorp 2005 Restricted Share Plan as in effect and as amended from time to time (the “Plan”); and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2006 • Vineyard National Bancorp • National commercial banks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2004 • Vineyard National Bancorp • National commercial banks • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of December 8, 2004, by and among Vineyard National Bancorp, a California corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
GUARANTEE AGREEMENT VINEYARD NATIONAL BANCORP Dated as of May 16, 2006Guarantee Agreement • March 7th, 2007 • Vineyard National Bancorp • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 16, 2006, is executed and delivered by Vineyard National Bancorp, a bank holding company incorporated in California (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, 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 Vineyard Statutory Trust XI, a Delaware statutory trust (the “Issuer”).
EXHIBIT 4.1 TRUST INDENTURE THIS TRUST INDENTURE (the "Indenture") dated as of April 30, 2001 is made by and between Vineyard National Bancorp (the "Issuer"), a California corporation organized and existing under the laws of the State of California,...Trust Indenture • December 11th, 2001 • Vineyard National Bancorp • National commercial banks
AGREEMENT AND RELEASEAgreement and Release • January 25th, 2008 • Vineyard National Bancorp • National commercial banks • California
This Agreement and Release (“Agreement”) is made and entered into this 23rd day of January, 2008, among Vineyard Bank, National Association, a national banking association (“Bank”), Vineyard National Bancorp, a California corporation (“Bancorp”) and Norman Antonio Morales (“Morales”). The parties have agreed that Morales’ employment with Bank, Bancorp and all parents, subsidiaries and affiliates of Bank and Bancorp (collectively, the “Vineyard Entities”) shall terminate effective January 23, 2008 (the “Separation Date”). The following confirms the terms and conditions of a mutually agreed upon separation and release of claims among Bank, Bancorp and Morales.
LOAN AGREEMENTLoan Agreement • May 10th, 2006 • Vineyard National Bancorp • National commercial banks • Tennessee
THIS LOAN AGREEMENT (hereinafter called “Agreement”) made and entered into this ____ day of March, 2006, by and between VINEYARD NATIONAL BANCORP, a California corporation, (hereinafter called “Borrower”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association having its principal office located in Memphis, Tennessee (“Lender”).
FOURTH MODIFICATION AGREEMENT AND COVENANT WAIVERFourth Modification Agreement and Covenant Waiver • July 3rd, 2008 • Vineyard National Bancorp • National commercial banks • Tennessee
This Fourth Modification Agreement and Covenant Waiver (this “Agreement”) is made as of July 1, 2008 but effective June 30, 2008 (the “Effective Date”), by and between VINEYARD NATIONAL BANCORP, a California corporation (“Borrower”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (“Lender”). Unless otherwise set forth herein, all capitalized terms used herein shall have the meaning given such terms in the Loan Documents (defined below).
FIFTH MODIFICATION AGREEMENT AND COVENANT WAIVERFifth Modification Agreement and Covenant Waiver • September 2nd, 2008 • Vineyard National Bancorp • National commercial banks • Tennessee
This Fifth Modification Agreement and Covenant Waiver (this “Agreement”) is made and effective as of August 29, 2008 (the “Effective Date”), by and between VINEYARD NATIONAL BANCORP, a California corporation (“Borrower”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (“Lender”). Unless otherwise set forth herein, all capitalized terms used herein shall have the meaning given such terms in the Loan Documents (defined below).
UNITED STATES OF AMERICA BEFORE THEVineyard National Bancorp • September 25th, 2008 • National commercial banks
WHEREAS, in recognition of their common goal to maintain the financial soundness of Vineyard National Bancorp, Corona. California ("VNB"), a registered bank holding company that owns and controls Vineyard Bank, National Association, Corona, California (the "Bank"), a national banking association, and various nonbank subsidiaries, VNB and the Federal Reserve Bank of San Francisco (the “Reserve Bank'') have mutually agreed to enter into this Written Agreement (the “Agreement"); and
2,000,000 Shares1 Vineyard National BancorpVineyard National Bancorp • June 26th, 2007 • National commercial banks • New York
Vineyard National Bancorp, a California corporation (the “Issuer”), proposes to sell to you, the underwriter (the “Underwriter”) an aggregate of 2,000,000 shares of the 7.50% Series D Noncumulative Preferred Stock, no par value per share (the “Preferred Stock”), of the Issuer (the “Firm Securities”) having the terms described in the Final Prospectus (as hereinafter defined). The Issuer also proposes to sell at the Underwriter’s option an aggregate of up to 300,000 additional shares of the Issuer’s Preferred Stock (the “Option Securities”) as set forth below.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMONG VINEYARD NATIONAL BANCORP AND VINEYARD BANK, NATIONAL ASSOCIATION AND NORMAN ANTONIO MORALES Adopted and Approved on April 9, 2007 Effective as of: October 2, 2006Employment Agreement • April 11th, 2007 • Vineyard National Bancorp • National commercial banks • California
This Amended and Restated Employment Agreement (referred to as "Employment Agreement") is made effective on the date the term begins as described below in Paragraph 4 and is among Vineyard Bank, National Association, a national banking association (referred to as "Bank"), Vineyard National Bancorp, a California corporation (referred to as "Bancorp"), and Norman Antonio Morales (referred to as "Morales"). This Employment Agreement amends and completely restates that certain Employment Agreement adopted and approved on January 15, 2004 and effective as of October 1, 2003 and that certain Amendment to Employment Agreement adopted and approved on September 29, 2006 and effective as of October 1, 2006, each among the Bank, the Bancorp and Morales (collectively, the “Original Employment Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENT VINEYARD NATIONAL BANCORP, VINEYARD BANK AND NORMAN ANTONIO MORALES Adopted and Approved on September 29, 2006 Effective date: October 1, 2006Employment Agreement • October 5th, 2006 • Vineyard National Bancorp • National commercial banks
WHEREAS, an Employment Agreement (referred to as “Employment Agreement”), was made effective on October 1, 2003 between Vineyard Bank, a national banking association(referred to as “Bank”), Vineyard National Bancorp, a California corporation (referred to as “Bancorp”), and Norman Antonio Morales (referred to as “Morales”); and
EXHIBIT 10.18 EMPLOYMENT AGREEMENT VINEYARD NATIONAL BANCORP AND VINEYARD NATIONAL BANK AND NORMAN ANTONIO MORALES Adopted September 7, 2000 This Employment Agreement (referred to as "Employment Agreement"), is made effective on the date the term...Employment Agreement • March 30th, 2001 • Vineyard National Bancorp • National commercial banks • California
RESTRICTED SHARE AWARD AGREEMENT pursuant to the VINEYARD NATIONAL BANCORPRestricted Share Award Agreement • March 10th, 2005 • Vineyard National Bancorp • National commercial banks • California
THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vineyard National Bancorp, (the “Company”), and the Participant specified above, pursuant to the Vineyard National Bancorp 2002 Restricted Share Plan as in effect and as amended from time to time (the “Plan”); and
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2009 • Vineyard National Bancorp • National commercial banks
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, is entered into as of the 10th day of March, 2009, between Vineyard National Bancorp (the “Seller”) and Vineyard Bancshares, Inc., a Minnesota corporation (the “Buyer”).
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 1st, 2009 • Vineyard National Bancorp • National commercial banks
THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT, is entered into as of the 31st day of March, 2009, between Vineyard National Bancorp (the “Seller”) and Vineyard Bancshares, Inc., a Minnesota corporation (the “Buyer”).
March 31, 2009 Glen C. Terry President and CEO Vineyard National BancorpVineyard National Bancorp • April 1st, 2009 • National commercial banks
November 12, 2008 FIRST TENNESSEE BANK NATIONAL ASSOCIATION David Work Executive Vice President Correspondent ServicesVineyard National Bancorp • November 13th, 2008 • National commercial banks
Amended and Restated Employment AgreementAmended And • December 22nd, 2008 • Vineyard National Bancorp • National commercial banks • California
This Amended and Restated Employment Agreement (this “Agreement”) is made among Vineyard National Bancorp (“Company”), Vineyard Bank, National Association (“Bank”) and Glen C. Terry (“Executive”). In order to create an enforceable agreement for employment of Executive, the parties agree as follows:
SIXTH MODIFICATION AGREEMENT AND COVENANT WAIVERSixth Modification Agreement and Covenant Waiver • October 29th, 2008 • Vineyard National Bancorp • National commercial banks • Tennessee
This Sixth Modification Agreement and Covenant Waiver (this “Agreement”) is made as of October 27, 2008 but effective October 28, 2008 (the “Effective Date”), by and between VINEYARD NATIONAL BANCORP, a California corporation (“Borrower”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION (“Lender”). Unless otherwise set forth herein, all capitalized terms used herein shall have the meaning given such terms in the Loan Documents (defined below).
FORM OF AWARD AGREEMENT pursuant to the VINEYARD NATIONAL BANCORPForm of Award Agreement • November 9th, 2006 • Vineyard National Bancorp • National commercial banks • California
THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vineyard National Bancorp, (the “Company”), and the Participant specified above, pursuant to the Vineyard National Bancorp 2006 Incentive Stock Plan as in effect and as amended from time to time (the “Plan”); and
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 13th, 2008 • Vineyard National Bancorp • National commercial banks • Minnesota
THIS STOCK PURCHASE AGREEMENT, made as of the 12th day of November, 2008, between Vineyard National Bancorp (the “Seller”) and Vineyard Bancshares, Inc., a Minnesota corporation (the “Buyer”) (this Stock Purchase Agreement, including all Schedules hereto, is hereinafter referred to as the “Agreement”).
