Preview | Agreement as to Expenses and Liabilities | Southern Community Capital Trust II

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Agreement as to Expenses and Liabilities

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Title:

Agreement as to Expenses and Liabilities

Entities:

Southern Community Financial Corp.; Wilmington Trust Co.; Southern Community Capital Trust II

Date:

2003

Size:

Preview shows 3KB of 8KB total

Price:

$39

ID:

#284950

► Miscellany ► Agreements ► Misc. Agreements ► Other ► Agreements as to Expenses & Liabilities
► Financial

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                    AGREEMENT AS TO EXPENSES AND LIABILITIES



         This Agreement as to Expenses and Liabilities (the "Agreement"), dated

as of ___________, 2003, is between Southern Community Financial Corporation, a

North Carolina corporation (the "Company"), and Southern Community Capital Trust

II, a Delaware statutory trust (the "Trust").



         WHEREAS, the Trust intends to issue common securities (the "Common

Securities") to, and receive ____% Deferrable Interest Junior Subordinated

Debentures due December 31, 2033 (the "Debentures") from, the Company and to

issue and sell ____% Cumulative Trust Preferred Securities (the "Preferred

Securities") with such powers, preferences and special rights and restrictions

as are set forth in the Amended and Restated Trust Agreement of the Trust dated

as of _________, 2003, as the same may be amended from time to time (the "Trust

Agreement"); and



         WHEREAS, the Company will directly or indirectly own all of the Common

Securities of the Trust and will issue the Debentures.



         NOW, THEREFORE, in consideration of the purchase by each holder of the

Preferred Securities, which purchase the Company hereby agrees shall benefit the

Company and which purchase the Company acknowledges will be made in reliance

upon the execution and delivery of this Agreement, the Company, including in its

capacity as holder of the Common Securities, and the Trust hereby agree as

follows:



                                    ARTICLE I



         SECTION 1.01. GUARANTEE BY THE COMPANY. Subject to the terms and

conditions hereof, the Company, including in its capacity as holder of the

Common Securities, hereby irrevocably and unconditionally guarantees to each

person or entity to whom the Trust is now or hereafter becomes indebted or

liable (the "Beneficiaries") the full payment, when and as due, of any and all

Obligations (as hereinafter defined) to such Beneficiaries. As used herein,

"Obligations" means any costs, expenses or liabilities of the Trust other than

obligations of the Trust to pay to holders of any Preferred Securities or other

similar interests in the Trust the amounts due such holders pursuant to the

terms of the Preferred Securities or such other similar interests, as the case

may be. This Agreement is intended to be for the benefit of, and to be

enforceable by, all such Beneficiaries, whether or not such Beneficiaries have

received notice hereof.



         SECTION 1.02. TERM OF AGREEMENT. This Agreement shall terminate and be

of no further force and effect upon the later of: (a) the date on which full

payment has been made of all amounts payable to all holders of all the Preferred

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