Exhibit 10.26












GUARANTEE AGREEMENT

 

VINEYARD NATIONAL BANCORP

 

Dated as of March 25, 2004











ARTICLE I
DEFINITIONS AND
INTERPRETATION






	
      SECTION 1.1.
	
      Definitions and Interpretation
	
      1




 

ARTICLE II
POWERS, DUTIES AND
RIGHTS OF THE GUARANTEE TRUSTEE


 


	
      SECTION 2.1.
	
      Powers and Duties of the Guarantee
      Trustee
	
      4

			
	
      SECTION 2.2.
	
      Certain Rights of the Guarantee
      Trustee
	
      5

			
	
      SECTION 2.3.
	
      Not Responsible for Recitals or Issuance of
      Guarantee
	
      7

			
	
      SECTION 2.4.
	
      Events of Default; Waiver
	
      7

			
	
      SECTION 2.5.
	
      Events of Default; Notice
	
      8




 

ARTICLE III
THE GUARANTEE
TRUSTEE


 


	
      SECTION 3.1.
	
      The Guarantee Trustee; Eligibility
	
      8

			
	
      SECTION 3.2.
	
      Appointment, Removal and Resignation of the
      Guarantee Trustee
	
      9




 

ARTICLE IV
GUARANTEE


 


	
      SECTION 4.1.
	
      Guarantee
	
      9

			
	
      SECTION 4.2.
	
      Waiver of Notice and Demand
	
      10

			
	
      SECTION 4.3.
	
      Obligations Not Affected
	
      10

			
	
      SECTION 4.4.
	
      Rights of Holders
	
      11

			
	
      SECTION 4.5.
	
      Guarantee of Payment
	
      11

			
	
      SECTION 4.6.
	
      Subrogation
	
      11

			
	
      SECTION 4.7.
	
      Independent Obligations
	
      12

			
	
      SECTION 4.8.
	
      Enforcement
	
      12




 




 



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ARTICLE V
LIMITATION OF
TRANSACTIONS; SUBORDINATION


 


	
      SECTION 5.1.
	
      Limitation of Transactions
	
      12

			
	
      SECTION 5.2.
	
      Ranking
	
      13




 

ARTICLE VI
TERMINATION


 


	
      SECTION 6.1.
	
      Termination
	
      13




 

ARTICLE VII
INDEMNIFICATION


 


	
      SECTION 7.1.
	
      Exculpation
	
      14

			
	
      SECTION 7.2.
	
      Indemnification
	
      14

			
	
      SECTION 7.3.
	
      Compensation; Reimbursement of
      Expenses
	
      15




 

ARTICLE VIII
MISCELLANEOUS


 


	
      SECTION 8.1.
	
      Successors and Assigns
	
      16

			
	
      SECTION 8.2.
	
      Amendments
	
      16

			
	
      SECTION 8.3.
	
      Notices
	
      16

			
	
      SECTION 8.4.
	
      Benefit
	
      17

			
	
      SECTION 8.5.
	
      Governing Law
	
      17

			
	
      SECTION 8.6.
	
      Counterparts
	
      17




 



 



-ii-


















GUARANTEE AGREEMENT

 

This GUARANTEE AGREEMENT (the "Guarantee"), dated as
of March 25, 2004, is executed and delivered by Vineyard National Bancorp,
incorporated in California (the "Guarantor"), and JPMorgan Chase Bank, 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 V, a Delaware statutory trust (the
"Issuer").

 

WHEREAS, pursuant to an Amended and Restated
Declaration of Trust (the "Declaration"), dated as of March 25, 2004, among the
trustees named therein of the Issuer, Vineyard National Bancorp, as sponsor, and
the Holders from time to time of undivided beneficial interests in the assets of
the Issuer, the Issuer is issuing on the date hereof securities, having an
aggregate liquidation amount of up to $10,000,000, designated the TP Securities
(the "Capital Securities"); and

 

WHEREAS, as incentive for the Holders to purchase the
Capital Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Guarantee, to pay to the Holders of
Capital Securities the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth
herein.

 

NOW, THEREFORE, in consideration of the purchase by
each Holder of the Capital Securities, which purchase the Guarantor hereby
agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee for the benefit of the Holders.

 

ARTICLE I
DEFINITIONS AND
INTERPRETATION

 

SECTION 1.1 Definitions and
Interpretation.

 

    In this Guarantee,
unless the context otherwise requires:

 

    (a)  capitalized
terms used in this Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;

 

    (b)  a term defined anywhere in this Guarantee has the same meaning
throughout;

 

    (c)  all references to "the Guarantee" or "this Guarantee" are to this
Guarantee as modified, supplemented or amended from time to time;

 

    (d)  all references in this Guarantee to Articles and Sections are to Articles
and Sections of this Guarantee, unless otherwise specified;

 

    (e)  terms defined in the Declaration as of the date of execution of this
Guarantee have the same meanings when used in this Guarantee, unless otherwise
defined in this Guarantee or unless the context otherwise requires;
and

 

    (f)  a reference to the singular includes the plural and vice
versa.

 







1














 

    "Beneficiaries" means
any Person to whom the Issuer is or hereafter becomes indebted or
liable.

 

    "Corporate Trust
Office" means the office of the Guarantee Trustee at which the corporate trust
business of the Guarantee Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Guarantee is located
at 919 Market Street, Suite 700, Wilmington, DE 19801.

 

    "Covered Person"
means any Holder of Capital Securities.

 

    "Debentures" means
the junior subordinated debentures of Vineyard National Bancorp, designated the
Junior Subordinated Debt Securities due 2034, held by the Institutional Trustee
(as defined in the Declaration) of the Issuer.

 

    "Event of Default"
has the meaning set forth in Section 2.4.

 

    "Guarantee Payments"
means the following payments or distributions, without duplication, with respect
to the Capital Securities, to the extent not paid or made by the Issuer:
(i) any accrued and unpaid Distributions (as defined in the Declaration)
which are required to be paid on such Capital Securities to the extent the
Issuer has funds available in the Property Account (as defined in the
Declaration) therefor at such time, (ii) the Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the Property Account
therefor at such time, with respect to any Capital Securities called for
redemption by the Issuer, (iii) the Special Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the Property Account
therefor at such time, with respect to Capital Securities called for redemption
upon the occurrence of a Special Event (as defined in the Indenture), and
(iv) upon a voluntary or involuntary liquidation, dissolution, winding-up
or termination of the Issuer (other than in connection with the distribution of
Debentures to the Holders of the Capital Securities in exchange therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment, to the extent the Issuer has funds available in the Property
Account therefor at such time, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer
after satisfaction of liabilities to creditors of the Issuer as required by
applicable law (in either case, the "Liquidation Distribution").

 

    "Guarantee Trustee"
means JPMorgan Chase Bank, until a Successor Guarantee Trustee has been
appointed and has accepted such appointment pursuant to the terms of this
Guarantee and thereafter means each such Successor Guarantee
Trustee.

 

    "Holder" means any
holder, as registered on the books and records of the Issuer, of any Capital
Securities; provided, however, that, in determining whether the holders of the
requisite percentage of Capital Securities have given any request, notice,
consent or waiver hereunder, "Holder" shall not include the Guarantor or any
Affiliate of the Guarantor.

 

    "Indemnified Person"
means the Guarantee Trustee (including in its individual capacity), any
Affiliate of the Guarantee Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives, nominees, custodians or agents of
the Guarantee Trustee.

 







2














 

    "Indenture" means the
Indenture, dated as of March 25, 2004, between the Guarantor and JPMorgan Chase
Bank, not in its individual capacity but solely as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued to the
Institutional Trustee of the Issuer.

 

    "Liquidation
Distribution" has the meaning set forth in the definition of "Guarantee
Payments" herein.

 

    "Majority in
liquidation amount of the Capital Securities" means Holder(s) of outstanding
Capital Securities, voting together as a class, but separately from the holders
of Common Securities, of more than 50% of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to, but excluding, the date
upon which the voting percentages are determined) of all Capital Securities then
outstanding.

 

    "Obligations" means
any costs, expenses or liabilities (but not including liabilities related to
taxes) of the Issuer, other than obligations of the Issuer to pay to holders of
any Trust Securities the amounts due such holders pursuant to the terms of the
Trust Securities.

 

    "Officer's
Certificate" means, with respect to any Person, a certificate signed by one
Authorized Officer of such Person. Any Officer's Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Guarantee shall include:

 

    (a)  a statement that each officer signing the Officer's Certificate has read
the covenant or condition and the definitions relating thereto;

 

    (b)  a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officer's
Certificate;

 

    (c)  a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

 

    (d)  a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

 

    "Person" means a
legal person, including any individual, corporation, estate, partnership, joint
venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

 

    "Responsible Officer"
means, with respect to the Guarantee Trustee, any officer within the Corporate
Trust Office of the Guarantee Trustee with direct responsibility for the
administration of any matters relating to this Guarantee, including any vice
president, any assistant vice president, any secretary, any assistant secretary,
the treasurer, any assistant treasurer, any trust officer or other officer of
the Corporate Trust Office of the Guarantee Trustee customarily performing
functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

 







3














 

    "Successor Guarantee
Trustee" means a successor Guarantee Trustee possessing the qualifications to
act as Guarantee Trustee under Section 3.1.

 

    "Trust Securities"
means the Common Securities and the Capital Securities.

 

ARTICLE II

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE
TRUSTEE

 

SECTION 2.1 Powers and Duties of the Guarantee
Trustee.

 

    (a)  This Guarantee shall be held by the Guarantee Trustee for the benefit of
the Holders of the Capital Securities, and the Guarantee Trustee shall not
transfer this Guarantee to any Person except a Holder of Capital Securities
exercising his or her rights pursuant to Section 4.4(b) or to a Successor
Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its
appointment to act as Successor Guarantee Trustee. The right, title and interest
of the Guarantee Trustee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

 

    (b)  If an Event of Default actually known to a Responsible Officer of the
Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall
enforce this Guarantee for the benefit of the Holders of the Capital
Securities.

 

    (c)  The Guarantee Trustee, before the occurrence of any Event of Default and
after the curing or waiving of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee, and no implied covenants shall be read into this Guarantee
against the Guarantee Trustee. In case an Event of Default has occurred (that
has not been cured or waived pursuant to Section 2.4(b)) and is actually known
to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Guarantee, and use
the same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

 

    (d)  No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

 

        (i)
prior to the occurrence of any Event of Default and after the curing or waiving
of all Events of Default that may have occurred:

 

    (A)  the duties
and obligations of the Guarantee Trustee shall be determined solely by the
express provisions of this Guarantee, and the Guarantee Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Guarantee, and no implied covenants or
obligations shall be read into this Guarantee against the Guarantee Trustee;
and

 







4















 

    (B)  in the
absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Guarantee Trustee and conforming to the requirements of this Guarantee; but
in the case of any such certificates or opinions furnished to the Guarantee
Trustee, the Guarantee Trustee shall be under a duty to examine the same to
determine whether or not on their face they conform to the requirements of this
Guarantee;


 

(ii) the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee Trustee,
unless it shall be proved that such Responsible Officer of the Guarantee Trustee
or the Guarantee Trustee was negligent in ascertaining the pertinent facts upon
which such judgment was made;

 

(iii) the Guarantee Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the written direction of the Holders of not less than a Majority
in liquidation amount of the Capital Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the Guarantee
Trustee, or exercising any trust or power conferred upon the Guarantee Trustee
under this Guarantee; and

 

(iv) no provision of this Guarantee shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if the Guarantee Trustee shall have reasonable
grounds for believing that the repayment of such funds is not reasonably assured
to it under the terms of this Guarantee, or security and indemnity, reasonably
satisfactory to the Guarantee Trustee, against such risk or liability is not
reasonably assured to it.

 

SECTION 2.2 Certain Rights of the Guarantee
Trustee.

 

    (a) Subject to the
provisions of Section 2.1:

 

        (i)
The Guarantee Trustee may conclusively rely, and shall be fully protected in
acting or refraining from acting upon, any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties.

 

        (ii)
Any direction or act of the Guarantor contemplated by this Guarantee shall be
sufficiently evidenced by an Officer's Certificate.

 







5














 

        (iii)
Whenever, in the administration of this Guarantee, the Guarantee Trustee shall
deem it desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Guarantee Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and conclusively rely upon an Officer's Certificate of the
Guarantor which, upon receipt of such request, shall be promptly delivered by
the Guarantor.

 

        (iv)
The Guarantee Trustee shall have no duty to see to any recording, filing or
registration of any instrument or other writing (or any rerecording, refiling or
reregistration thereof).

 

        (v)
The Guarantee Trustee may consult with counsel of its selection, and the advice
or opinion of such counsel with respect to legal matters shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with such advice or
opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates
and may include any of its employees. The Guarantee Trustee shall have the right
at any time to seek instructions concerning the administration of this Guarantee
from any court of competent jurisdiction.

 

        (vi)
The Guarantee Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Guarantee at the request or direction of any
Holder, unless such Holder shall have provided to the Guarantee Trustee such
security and indemnity, reasonably satisfactory to the Guarantee Trustee,
against the costs, expenses (including attorneys' fees and expenses and the
expenses of the Guarantee Trustee's agents, nominees or custodians) and
liabilities that might be incurred by it in complying with such request or
direction, including such reasonable advances as may be requested by the
Guarantee Trustee; provided,
however, that nothing contained
in this Section 2.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon
the occurrence of an Event of Default, of its obligation to exercise the rights
and powers vested in it by this Guarantee.

 

        (vii)
The Guarantee Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.

 

        (viii)
The Guarantee Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, nominees,
custodians or attorneys, and the Guarantee Trustee shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.

 



 







6












           (ix)
Any action taken by the Guarantee Trustee or its agents hereunder shall bind the
Holders of the Capital Securities, and the signature of the Guarantee Trustee or
its agents alone shall be sufficient and effective to perform any such action.
No third party shall be required to inquire as to the authority of the Guarantee
Trustee to so act or as to its compliance with any of the terms and provisions
of this Guarantee, both of which shall be conclusively evidenced by the
Guarantee Trustee's or its agent's taking such action.

 

        (x)
Whenever in the administration of this Guarantee the Guarantee Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy
or right or taking any other action hereunder, the Guarantee Trustee (A) may
request instructions from the Holders of a Majority in liquidation amount of the
Capital Securities, (B) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received and (C) shall be
protected in conclusively relying on or acting in accordance with such
instructions.

 

        (xi)
The Guarantee Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Guarantee.

 

    (b) No provision of
this Guarantee shall be deemed to impose any duty or obligation on the Guarantee
Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be
illegal or in which the Guarantee Trustee shall be unqualified or incompetent in
accordance with applicable law to perform any such act or acts or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Guarantee Trustee shall be construed to be a duty.

 

SECTION 2.3. Not Responsible for Recitals or
Issuance of Guarantee.

 

    The recitals
contained in this Guarantee shall be taken as the statements of the Guarantor,
and the Guarantee Trustee does not assume any responsibility for their
correctness. The Guarantee Trustee makes no representation as to the validity or
sufficiency of this Guarantee.

 

SECTION 2.4. Events of Default;
Waiver.

 

    (a) An Event of
Default under this Guarantee will occur upon the failure of the Guarantor to
perform any of its payment or other obligations hereunder.

 

    (b) The Holders of a
Majority in liquidation amount of the Capital Securities may, voting or
consenting as a class, on behalf of the Holders of all of the Capital
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and shall be deemed to
have been cured, for every purpose of this Guarantee, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

 



 







7












SECTION 2.5. Events of Default;
Notice.

 

    (a) The
Guarantee Trustee shall, within 90 days after the occurrence of an Event of
Default, transmit by mail, first class postage prepaid, to the Holders of the
Capital Securities, notices of all Events of Default actually known to a
Responsible Officer of the Guarantee Trustee, unless such defaults have been
cured before the giving of such notice, provided, however, that the Guarantee Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Guarantee Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Capital
Securities.

 

    (b) The
Guarantee Trustee shall not be charged with knowledge of any Event of Default
unless the Guarantee Trustee shall have received written notice thereof from the
Guarantor or a Holder of the Capital Securities, or a Responsible Officer of the
Guarantee Trustee charged with the administration of this Guarantee shall have
actual knowledge thereof.

 

ARTICLE III

THE
GUARANTEE TRUSTEE

 

SECTION 3.1. The Guarantee Trustee;
Eligibility.

 

    (a) There shall at all times be a Guarantee Trustee which shall:

 

        (i)
not be an Affiliate of the Guarantor; and

 

        (ii)
be a corporation or national association organized and doing business under the
laws of the United States of America or any state or territory thereof or of the
District of Columbia, or Person authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by federal,
state, territorial or District of Columbia authority. If such corporation or
national association publishes reports of condition at least annually, pursuant
to law or to the requirements of the supervising or examining authority referred
to above, then, for the purposes of this Section 3.1(a)(ii), the combined
capital and surplus of such corporation or national association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published.

 

    (b) If at any time
the Guarantee Trustee shall cease to be eligible to so act under Section 3.1(a),
the Guarantee Trustee shall immediately resign in the manner and with the effect
set forth in Section 3.2(c).

 

    (c) If the Guarantee
Trustee has or shall acquire any "conflicting interest' within the meaning of
Section 310(b) of the Trust Indenture Act, the Guarantee Trustee shall either
eliminate such interest or resign to the extent and in the manner provided by,
and subject to, this Guarantee.

 







8














 

SECTION 3.2. Appointment, Removal and Resignation
of the Guarantee Trustee.

 

    (a) Subject to Section 3.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor except during an Event of
Default.

 

    (b) The
Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
by written instrument executed by such Successor Guarantee Trustee and delivered
to the Guarantor.

 

    (c) The
Guarantee Trustee appointed to office shall hold office until a Successor
Guarantee Trustee shall have been appointed or until its removal or resignation.
The Guarantee Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument in writing executed by the Guarantee
Trustee and delivered to the Guarantor, which resignation shall not take effect
until a Successor Guarantee Trustee has been appointed and has accepted such
appointment by an instrument in writing executed by such Successor Guarantee
Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

 

    (d) If
no Successor Guarantee Trustee shall have been appointed and accepted
appointment as provided in this Section 3.2 within 60 days after delivery of an
instrument of removal or resignation, the Guarantee Trustee resigning or being
removed may petition any court of competent jurisdiction for appointment of a
Successor Guarantee Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper, appoint a Successor Guarantee
Trustee.

 

    (e) No
Guarantee Trustee shall be liable for the acts or omissions to act of any
Successor Guarantee Trustee.

 

    (f) Upon
termination of this Guarantee or removal or resignation of the Guarantee Trustee
pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee
all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued to
the date of such termination, removal or resignation.

 

ARTICLE IV

GUARANTEE

 

SECTION 4.1. Guarantee.

 

    (a) The
Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
the Guarantee Payments (without duplication of amounts theretofore paid by the
Issuer), as and when due, regardless of any defense (except as defense of
payment by the Issuer), right of set-off or counterclaim that the Issuer may
have or assert. The Guarantor's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor to the
Holders or by causing the Issuer to pay such amounts to the
Holders.

 



 







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    (b) The
Guarantor hereby also agrees to assume any and all Obligations of the Issuer and
in the event any such Obligation is not so assumed, subject to the terms and
conditions hereof, the Guarantor hereby irrevocably and unconditionally
guarantees to each Beneficiary the full payment, when and as due, of any and all
Obligations to such Beneficiaries. This Guarantee is intended to be for the
Beneficiaries who have received notice hereof.

 

SECTION 4.2. Waiver of Notice and
Demand.

 

    The Guarantor hereby
waives notice of acceptance of this Guarantee and of any liability to which it
applies or may apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

 

SECTION 4.3. Obligations Not
Affected.

 

    The obligations,
covenants, agreements and duties of the Guarantor under this Guarantee shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:

 

    (a) the
release or waiver, by operation of law or otherwise, of the performance or
observance by the Issuer of any express or implied agreement, covenant, term or
condition relating to the Capital Securities to be performed or observed by the
Issuer;

 

    (b) the
extension of time for the payment by the Issuer of all or any portion of the
Distributions, Redemption Price, Special Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Capital Securities
or the extension of time for the performance of any other obligation under,
arising out of, or in connection with, the Capital Securities (other than an
extension of time for the payment of the Distributions, Redemption Price,
Special Redemption Price, Liquidation Distribution or other sums payable that
results from the extension of any interest payment period on the Debentures or
any extension of the maturity date of the Debentures permitted by the
Indenture);

 

    (c) any
failure, omission, delay or lack of diligence on the part of the Holders to
enforce, assert or exercise any right, privilege, power or remedy conferred on
the Holders pursuant to the terms of the Capital Securities, or any action on
the part of the Issuer granting indulgence or extension of any
kind;

 

    (d) the
voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other
similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

 

    (e) any
invalidity of, or defect or deficiency in, the Capital Securities;

 



 







10












    (f) the
settlement or compromise of any obligation guaranteed hereby or hereby incurred;
or

 

    (g) any
other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a guarantor, it being the intent of this
Section 4.3 that the obligations of the Guarantor hereunder shall be absolute
and unconditional under any and all circumstances.

 

    There shall be no
obligation of the Holders to give notice to, or obtain consent of, the Guarantor
with respect to the happening of any of the foregoing.

 

SECTION 4.4. Rights of Holders.

 

    (a) The
Holders of a Majority in liquidation amount of the Capital Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee in respect of this Guarantee or to
direct the exercise of any trust or power conferred upon the Guarantee Trustee
under this Guarantee; provided,
however, that (subject to
Sections 2.1 and 2.2) the Guarantee Trustee shall have the right to decline to
follow any such direction if the Guarantee Trustee shall determine that the
actions so directed would be unjustly prejudicial to the Holders not taking part
in such direction or if the Guarantee Trustee being advised by legal counsel
determines that the action or proceeding so directed may not lawfully be taken
or if the Guarantee Trustee in good faith by its board of directors or trustees,
executive committee or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceeding so directed
would involve the Guarantee Trustee in personal liability.

 

    (b) Any
Holder of Capital Securities may institute a legal proceeding directly against
the Guarantor to enforce the Guarantee Trustee's rights under this Guarantee,
without first instituting a legal proceeding against the Issuer, the Guarantee
Trustee or any other Person. The Guarantor waives any right or remedy to require
that any such action be brought first against the Issuer, the Guarantee Trustee
or any other Person before so proceeding directly against the
Guarantor.

 

SECTION 4.5. Guarantee of Payment.

 

    This Guarantee
creates a guarantee of payment and not of collection.

 

SECTION 4.6. Subrogation.

 

    The Guarantor shall
be subrogated to all (if any) rights of the Holders of Capital Securities
against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by applicable provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee, if, after giving effect to any such
payment, any amounts are due and unpaid under this Guarantee. If any amount
shall be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay over
such amount to the Holders.

 







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SECTION 4.7. Independent
Obligations.

 

    The Guarantor
acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Capital Securities and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Guarantee notwithstanding the occurrence of any
event referred to in subsections (a) through (g), inclusive, of Section 4.3
hereof.

 

SECTION 4.8. Enforcement.

 

    A Beneficiary may
enforce the Obligations of the Guarantor contained in Section 4.1 (b) directly
against the Guarantor, and the Guarantor waives any right or remedy to require
that any action be brought against the Issuer or any other person or entity
before proceeding against the Guarantor.

 

    The Guarantor shall
be subrogated to all rights (if any) of any Beneficiary against the Issuer in
respect of any amounts paid to the Beneficiaries by the Guarantor under this
Guarantee; provided, however, that the Guarantor shall not (except
to the extent required by applicable provisions of law) be entitled to enforce
or exercise any rights that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee, if, after giving effect to such payment, any amounts are
due and unpaid under this Guarantee.

 

ARTICLE V

LIMITATION OF TRANSACTIONS; SUBORDINATION

 

SECTION 5.1. Limitation of
Transactions.

 

    So long as any
Capital Securities remain outstanding, if (a) there shall have occurred and be
continuing an Event of Default or (b) the Guarantor shall have selected an
Extension Period as provided in the Declaration and such period, or any
extension thereof, shall have commenced and be continuing, then the Guarantor
may not (x) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Guarantor's capital stock or (y) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Guarantor that rank pari passu in
all respects with or junior in interest to the Debentures (other than (i)
payments under this Guarantee, (ii) repurchases, redemptions or other
acquisitions of shares of capital stock of the Guarantor (A) in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of one or more employees, officers, directors, or consultants, (B)
in connection with a dividend reinvestment or stockholder stock purchase plan or
(C) in connection with the issuance of capital stock of the Guarantor (or
securities convertible into or exercisable for such capital stock), as
consideration in an acquisition transaction entered into prior to the occurrence
of the Event of Default or the applicable Extension Period, (iii) as a result of
any exchange, reclassification, combination or conversion of any class or series
of the Guarantor's capital stock (or any capital stock of a subsidiary of the
Guarantor) for any class or series of the Guarantor's capital stock or of any
class or series of the Guarantor's indebtedness for any class or series of the
Guarantor's capital stock, 

 







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(iv) the purchase of fractional interests in shares of the
Guarantor's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (v) any
declaration of a dividend in connection with any stockholder's rights plan, or
the issuance of rights, stock or other property under any stockholder's rights
plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such
stock).

 

SECTION 5.2. Ranking.

 

    This Guarantee will
constitute an unsecured obligation of the Guarantor and will rank subordinate
and junior in right of payment to all present and future Senior Indebtedness (as
defined in the Indenture) of the Guarantor. By their acceptance thereof, each
Holder of Capital Securities agrees to the foregoing provisions of this
Guarantee and the other terms set forth herein.

 

    The right of the
Guarantor to participate in any distribution of assets of any of its
subsidiaries upon any such subsidiary's liquidation or reorganization or
otherwise is subject to the prior claims of creditors of that subsidiary, except
to the extent the Guarantor may itself be recognized as a creditor of that
subsidiary. Accordingly, the Guarantor's obligations under this Guarantee will
be effectively subordinated to all existing and future liabilities of the
Guarantor's subsidiaries, and claimants should look only to the assets of the
Guarantor for payments thereunder. This Guarantee does not limit the incurrence
or issuance of other secured or unsecured debt of the Guarantor, including
Senior Indebtedness of the Guarantor, under any indenture or agreement that the
Guarantor may enter into in the future or otherwise.

 

ARTICLE VI

TERMINATION

 

SECTION 6.1. Termination.

 

    This Guarantee shall
terminate as to the Capital Securities (i) upon full payment of the Redemption
Price or the Special Redemption Price, as the case may be, of all Capital
Securities then outstanding, (ii) upon the distribution of all of the Debentures
to the Holders of all of the Capital Securities or (iii) upon full payment of
the amounts payable in accordance with the Declaration upon dissolution of the
Issuer. This Guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder of Capital Securities must restore
payment of any sums paid under the Capital Securities or under this
Guarantee.

 







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ARTICLE VII

INDEMNIFICATION

 

SECTION 7.1. Exculpation.

 

    (a) No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission of such Indemnified Person in good
faith in accordance with this Guarantee and in a manner that such Indemnified
Person reasonably believed to be within the scope of the authority conferred on
such Indemnified Person by this Guarantee or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person's negligence or willful misconduct with respect to such
acts or omissions.

 

    (b) An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Issuer or the Guarantor and upon such information, opinions,
reports or statements presented to the Issuer or the Guarantor by any Person as
to matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who, if selected by such
Indemnified Person, has been selected with reasonable care by such Indemnified
Person, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Capital Securities might properly be paid.

 

SECTION 7.2. Indemnification.

 

    (a) The
Guarantor agrees to indemnify each Indemnified Person for, and to hold each
Indemnified Person harmless against, any and all loss, liability, damage, claim
or expense incurred without negligence or willful misconduct on the part of the
Indemnified Person, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including but not limited to
the costs and expenses (including reasonable legal fees and expenses) of the
Indemnified Person defending itself against, or investigating, any claim or
liability in connection with the exercise or performance of any of the
Indemnified Person's powers or duties hereunder. The obligation to indemnify as
set forth in this Section 7.2 shall survive the resignation or removal of the
Guarantee Trustee and the termination of this Guarantee.

 

    (b) Promptly after receipt by an Indemnified Person under this Section 7.2 of
notice of the commencement of any action, such Indemnified Person will, if a
claim in respect thereof is to be made against the Guarantor under this Section
7.2, notify the Guarantor in writing of the commencement thereof; but the
failure so to notify the Guarantor (i) will not relieve the Guarantor from
liability under paragraph (a) above unless and to the extent that the Guarantor
did not otherwise learn of such action and such failure results in the
forfeiture by the Guarantor of substantial rights and defenses and (ii) will
not, in any event, relieve the Guarantor from any obligations to any Indemnified
Person other than the indemnification obligation provided in paragraph (a)
above. 

 







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The Guarantor shall be entitled to appoint counsel of
the Guarantor's choice at the Guarantor's expense to represent the Indemnified
Person in any action for which indemnification is sought (in which case the
Guarantor shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the Indemnified Person or Persons except as set
forth below); provided,
however, that such counsel shall
be satisfactory to the Indemnified Person. Notwithstanding the Guarantor's
election to appoint counsel to represent the Indemnified Person in any action,
the Indemnified Person shall have the right to employ separate counsel
(including local counsel), and the Guarantor shall bear the reasonable fees,
costs and expenses of such separate counsel (and local counsel), if (i) the use
of counsel chosen by the Guarantor to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the Indemnified
Person and the Guarantor and the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it and/or other
Indemnified Persons which are different from or additional to those available to
the Guarantor, (iii) the Guarantor shall not have employed counsel satisfactory
to the Indemnified Person to represent the Indemnified Person within a
reasonable time after notice of the institution of such action or (iv) the
Guarantor shall authorize the Indemnified Person to employ separate counsel at
the expense of the Guarantor. The Guarantor will not, without the prior written
consent of the Indemnified Persons, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the Indemnified Persons are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Person from all liability
arising out of such claim, action, suit or proceeding.

 

SECTION 7.3. Compensation; Reimbursement of
Expenses.

 

    Other than as
provided in the Fee Agreement of even date herewith between Cohen Bros. &
Company, the Guarantee Trustee and Delaware Trustee (as defined in the
Declaration), the Guarantor agrees:

 

    (a) to
pay to the Guarantee Trustee from time to time such compensation for all
services rendered by it hereunder as the parties shall agree to from time to
time (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust); and

 

    (b) except as otherwise expressly provided herein, to reimburse the Guarantee
Trustee upon request for all reasonable expenses, disbursements and advances
incurred or made by it in accordance with any provision of this Guarantee
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or willful misconduct.

 

    The provisions of
this Section 7.3 shall survive the resignation or removal of the Guarantee
Trustee and the termination of this Guarantee.

 







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ARTICLE VIII

MISCELLANEOUS

 

SECTION 8.1. Successors and
Assigns.

 

    All guarantees and
agreements contained in this Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Guarantor and shall inure to the
benefit of the Holders of the Capital Securities then outstanding. Except in
connection with any merger or consolidation of the Guarantor with or into
another entity or any sale, transfer or lease of the Guarantor's assets to
another entity, in each case to the extent permitted under the Indenture, the
Guarantor may not assign its rights or delegate its obligations under this
Guarantee without the prior approval of the Holders of not less than a Majority
in liquidation amount of the Capital Securities.

 

SECTION 8.2. Amendments.

 

    Except with respect
to any changes that do not adversely affect the rights of Holders of the Capital
Securities in any material respect (in which case no consent of Holders will be
required), this Guarantee may be amended only with the prior approval of the
Holders of not less than a Majority in liquidation amount of the Capital
Securities. The provisions of the Declaration with respect to amendments thereof
shall apply equally with respect to amendments of the Guarantee.

 

SECTION 8.3. Notices.

 

    All notices provided
for in this Guarantee shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by first class mail, as
follows:

 

    (a) If given to the Guarantee Trustee, at the Guarantee Trustee's mailing
address set forth below (or such other address as the Guarantee Trustee may give
notice of to the Holders of the Capital Securities):

 

JPMorgan Chase Bank
600 Travis
Street, 50th Floor

Houston, TX 77002

Attention: Corporate Trust Division
Telecopy: 713-216-5959
Telephone:
713-216-4648

 







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    (b) If given to the Guarantor, at the Guarantor's mailing address set forth
below (or such other address as the Guarantor may give notice of to the Holders
of the Capital Securities and to the Guarantee Trustee):

 

Vineyard National Bancorp
8105
Irvine Center Drive
Irvine, CA 92618
Attention: Gordon Fong
Telecopy: (949)
785-0726
Telephone: (949) 271-5117

 

    (c) If given to any Holder of the Capital Securities, at the address set
forth on the books and records of the Issuer.

 

    All such notices
shall be deemed to have been given when received in person, telecopied with
receipt confirmed, or mailed by first class mail, postage prepaid, except that
if a notice or other document is refused delivery or cannot be delivered because
of a changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.

 

SECTION 8.4. Benefit.

 

    This Guarantee is
solely for the benefit of the Holders of the Capital Securities and, subject to
Section 2.1(a), is not separately transferable from the Capital
Securities.

 

SECTION 8.5. Governing
Law.

 

    THIS GUARANTEE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

 

SECTION 8.6. Counterparts.

 

    This Guarantee may
contain more than one counterpart of the signature page and this Guarantee may
be executed by the affixing of the signature of the Guarantor and the Guarantee
Trustee to any of such counterpart signature pages. All of such counterpart
signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature
page.

 







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THIS GUARANTEE is executed as of the day and year
first above written.

 

VINEYARD NATIONAL BANCORP,
as Guarantor



By: ______________________________________                           

Name:____________________________________                       

Title:______________________________________                       

 

JPMORGAN CHASE BANK, as Guarantee
Trustee



By:_______________________________________                           

Name:____________________________________                       

Title:______________________________________
                       







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