BNC Bancorp (A North Carolina Corporation)Underwriting Agreement • September 26th, 2014 • BNC Bancorp • National commercial banks • New York
BNC Bancorp a North Carolina corporation (the “Company”) and registered bank holding company of Bank of North Carolina a North Carolina banking corporation (the “Bank”), confirms its agreement with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to the issue and sale by the Company, and the purchase by the Underwriter of $60,000,000 aggregate principal amount of the Company’s 5.5% Fixed to Floating Rate Subordinated Notes due October 1, 2024 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of September 30, 2014 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of September 30, 2014, between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
BNC BANCORP Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee SUBORDINATED INDENTURE Dated as of September 30, 2014 Subordinated Debt SecuritiesBNC Bancorp • September 26th, 2014 • National commercial banks • New York
SUBORDINATED INDENTURE, dated as of September 30, 2014 (the “Indenture”), is made by and between BNC BANCORP, a corporation duly organized and existing under the laws of the State of North Carolina (the “Company”), having its principal office at 3980 Premier Drive, Suite 210, High Point, North Carolina 27265, and Wilmington Trust, National Association, having an office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, not in its individual capacity but solely as Trustee (the “Trustee”).
FORM OF NOTE]BNC Bancorp • September 26th, 2014 • National commercial banks
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S. DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH U.S. DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
