exhibit4-6.htm


    EXHIBIT 4.6

     

    
      	
              Certificate
                Number  P-

               

            	 	
              _________
                Trust Preferred Securities

              ________
                Aggregate Liquidation Amount

               

            


    

    


    


    CUSIP
      NO.

     

    _______________

     

    Certificate
      Evidencing Trust Preferred Securities

     

    of

     

    Temecula
      Valley Statutory Trust VI

     

    Fixed
      Rate Trust Preferred Securities

     

    (liquidation
      amount $10 per Preferred Security)

     

    Temecula
      Valley Statutory Trust VI, a statutory trust created under the laws of the
      State
      of Delaware (the “Trust”), hereby certifies that ___________________ (the
“Holder”) is the registered owner of ___________ Trust Preferred Securities or
      such other number of Trust Preferred Securities represented hereby as may be
      set
      forth in the records of the Securities Registrar hereinafter referred to in
      accordance with the Trust Agreement (as defined below), of the Trust
      representing an undivided preferred beneficial interest in the assets of the
      Trust and designated the Temecula Valley Statutory Trust VI Fixed Rate Trust
      Preferred Securities (liquidation amount $10 per Preferred Security) (the “Trust
      Preferred Securities”). The Trust Preferred Securities are transferable on the
      books and records of the Trust, in person or by a duly authorized attorney,
      upon
      surrender of this certificate duly endorsed and in proper form for transfer
      as
      provided in Section 5.7 of the Trust Agreement (as defined below). The
      designations, rights, privileges, restrictions, preferences and other terms
      and
      provisions of the Trust Preferred Securities are set forth in, and this
      certificate and the Trust Preferred Securities represented hereby are issued
      and
      shall in all respects be subject to the terms and provisions of, the Amended
      and
      Restated Trust Agreement of the Trust, dated as of ___________ __, 2007, as
      the
      same may be amended from time to time (the “Trust Agreement”), among Temecula
      Valley Bancorp Inc., a California corporation, as Depositor, Wilmington Trust
      Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee,
      the
      Administrative Trustees named therein and the Holders, from time to time, of
      Trust Securities. The Holder is entitled to the benefits of the Guarantee
      Agreement entered into by Temecula Valley Bancorp Inc. and Wilmington Trust
      Company, as Guarantee Trustee, dated as of ___________ __, 2007, as the same
      may
      be amended from time to time (the “Guarantee Agreement”), to the extent provided
      therein. The Trust will furnish a copy of each of the Trust Agreement and the
      Guarantee Agreement to the Holder without charge upon written request to the
      Property Trustee at its principal place of business or registered
      office.

     

    Upon
      receipt of this certificate, the Holder is bound by the Trust Agreement and
      is
      entitled to the benefits thereunder.

     

    This
      Trust Preferred Securities Certificate shall be governed by and construed in
      accordance with the laws of the State of Delaware.

     

    All
      capitalized terms used but not defined in this Trust Preferred Securities
      Certificate are used with the meanings specified in the Trust Agreement,
      including the Schedules and Exhibits thereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    In
      Witness Whereof, one of the Administrative Trustees of the Trust has executed
      on
      behalf of the Trust this certificate this __ day of __________,
      ____.

     

    


    


    Temecula
      Valley Statutory Trust VI

    


    By:           

    Name:

    Administrative
      Trustee

     

    This
      represents Trust Preferred Securities referred to in the within-mentioned Trust
      Agreement.

     

    
      	
              Dated:

               

            	
              Wilmington
                Trust Company, not in its individual capacity, but solely as Property
                Trustee

               

              By:           ____________________________

              Authorized
                officer

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    [FORM
      OF
      REVERSE OF SECURITY]

     

    The
      Trust
      promises to pay Distributions from December 30, 2007, or from the most recent
      Distribution Date to which Distributions have been paid or duly provided for,
      quarterly (subject to deferral as set forth herein) in arrears on March 30th, June 30th,
      September 30th and December
      30th of each
      year, commencing on June 30, 2008, at a fixed rate per annum of ___%, together
      with any Increased Interest Amounts, in respect to such period.

     

    Distributions
      on the Trust Securities shall be made by the Paying Agent from the Payment
      Account and shall be payable on each Distribution Date only to the extent that
      the Trust has funds then on hand and available in the Payment Account for the
      payment of such Distributions.

     

    In
      the
      event (and to the extent) that the Depositor exercises its right under the
      Indenture to defer the payment of interest on the Notes, Distributions on the
      Trust Preferred Securities shall be deferred.

     

    Under
      the
      Indenture, so long as no Note Event of Default pursuant to paragraphs
(c), (e), (f), (g) or (h) of Section
      5.1 of the Indenture has occurred and is continuing, the Depositor shall
      have the right, at any time and from time to time during the term of the Notes,
      to defer the payment of interest on the Notes for a period of up to twenty
      (20)
      consecutive quarterly interest payment periods (each such extended interest
      payment period, an “Extension Period”), during which Extension Period no
      interest shall be due and payable (except any Additional Tax Sums that may
      be
      due and payable). No interest on the Notes shall be due and payable during
      an
      Extension Period, except at the end thereof, but each installment of interest
      that would otherwise have been due and payable during such Extension Period
      shall bear Increased Interest (to the extent payment of such interest would
      be
      legally enforceable) from the dates on which amounts would have otherwise been
      due and payable until paid or until funds for the payment thereof have been
      made
      available for payment. If Distributions are deferred, the deferred Distributions
      (including Increased Interest Amounts) shall be paid on the date that the
      related Extension Period terminates to Holders (as defined in the Trust
      Agreement) of the Trust Securities as they appear on the books and records
      of
      the Trust on the record date immediately preceding such termination
      date.

     

    Distributions
      on the Securities must be paid on the dates payable (after giving effect to
      any
      Extension Period) to the extent that the Trust has funds available for the
      payment of such Distributions in the Payment Account of the Trust. The Trust’s
      funds available for Distribution to the Holders of the Trust Preferred
      Securities will be limited to payments received from the Depositor. The payment
      of Distributions out of moneys held by the Trust is guaranteed by the Depositor
      pursuant to the Guarantee Agreement.

     

    During
      any such Extension Period, the Depositor shall not (i) declare or pay any
      dividends or distributions on, or redeem, purchase, acquire or make a
      liquidation payment with respect to, any of the Depositor’s Equity Interests,
      (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries
      (as
      defined in the Indenture) to declare or pay any dividends or distributions
      on,
      or redeem, purchase, acquire or make a liquidation payment with respect to
      or
      otherwise retire, any of such Subsidiary’s Equity Interests entitling the
      holders thereof to a stated rate of return other than dividends or distributions
      on Equity Interests issued by any Subsidiary solely payable to the Company
      or
      any Subsidiary thereof (for the avoidance of doubt, whether such Equity
      Interests are perpetual or otherwise), or (iii) make any payment of principal
      of
      or any interest or premium on or repay, repurchase or redeem any debt securities
      of the Depositor that rank pari passu in all respects with or junior in interest
      to the Notes (other than (a) repurchases, redemptions or other acquisitions
      of
      Equity Interests of the Depositor in connection with (1) any employment
      contract, benefit plan or other similar arrangement with or for the benefit
      of
      any one or more employees, officers, directors or consultants, (2) a dividend
      reinvestment or stockholder stock purchase or similar plan with respect to
      any
      Equity Interests or (3) the issuance of Equity Interests of the Depositor (or
      securities convertible into or exercisable for such Equity Interests) as
      consideration in an acquisition transaction entered into prior to the applicable
      Extension Period, (b) as a result of an exchange or conversion of any class
      or
      series of the Depositor’s Equity Interests (or any Equity Interests of a
      Subsidiary of the Depositor) for any class or series of the Depositor’s Equity
      Interests or of any class or series of the Depositor’s indebtedness for any
      class or series of the Depositor’s Equity Interests, (c) the purchase of
      fractional interests in Equity Interests of the Depositor pursuant to the
      conversion or exchange provisions of such Equity Interests or the security
      being
      converted or exchanged, (d) any declaration of a dividend in connection with
      any
      Rights Plan (as defined in the Indenture), the issuance of rights, Equity
      Interests or other property under any Rights Plan, or the redemption or
      repurchase of rights pursuant thereto or (e) any dividend in the form of Equity
      Interests, warrants, options or other rights where the dividend Equity Interests
      or the Equity Interests issuable upon exercise of such warrants, options or
      other rights are the same Equity Interests as those on which the dividend is
      being paid or rank pari passu with or junior to such Equity
      Interests).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    On
      each
      Note Redemption Date, on the stated maturity (or any date of principal repayment
      upon early maturity) of the Notes and on each other date on (or in respect
      of)
      which any principal on the Notes is repaid, the Trust will be required to redeem
      a Like Amount of Trust Securities at the Redemption Price. Under the Indenture,
      the Notes may be redeemed by the Depositor on any Interest Payment Date, at
      the
      Depositor’s option, on or after _________ __, 20__ in whole or in part from time
      to time at a redemption price equal to one hundred percent (100%) of the
      principal amount thereof or the redeemed portion thereof, as applicable,
      together, in the case of any such redemption, with accrued interest, including
      any Increased Interest, to but excluding the date fixed for redemption;
      provided, that the Depositor shall have received the prior approval of the
      Federal Reserve if then required. The Notes may also be redeemed by the
      Depositor, at its option, at any time, in whole but not in part, upon the
      occurrence of a Capital Disqualification Event, an Investment Company Event
      or a
      Tax Event at the Special Event Redemption Price; provided, that the Depositor
      shall have received the prior approval of the Federal Reserve if then
      required.

     

    The
      Trust
      Securities redeemed on each Redemption Date shall be redeemed at the Redemption
      Price with the proceeds from the contemporaneous redemption or payment at
      maturity of Notes. Redemptions of the Trust Securities (or portion thereof)
      shall be made and the Redemption Price shall be payable on each Redemption
      Date
      only to the extent that the Trust has funds then on hand and available in the
      Payment Account for the payment of such Redemption Price.

     

    Payments
      of Distributions (including any Increased Interest Amounts), the Redemption
      Price, Liquidation Amount or any other amounts in respect of the Trust Preferred
      Securities shall be made by wire transfer at such place and to such account
      at a
      banking institution in the United States as may be designated in writing at
      least ten (10) Business Days prior to the date for payment by the Person
      entitled thereto unless proper written transfer instructions have not been
      received by the relevant record date, in which case such payments shall be
      made
      by check mailed to the address of such Person as such address shall appear
      in
      the Security Register. If any Trust Preferred Securities are held by a
      Depositary, such Distributions shall be made to the Depositary in immediately
      available funds.

     

    The
      indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
      subordinate and junior in right of payment to the prior payment in full of
      all
      Senior Debt (as defined in the Indenture), and this Security is issued subject
      to the provisions of the Indenture with respect thereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ASSIGNMENT

     

    For
      Value
      Received, the undersigned assigns and transfers this Trust Preferred Securities
      Certificate to:

     

    


    (Insert
      assignee’s social security or tax identification number)

    


    


    


    


    (Insert
      address and zip code of assignee)

    


    and
      irrevocably appoints

    


    


    


    


    agent
      to
      transfer this Trust Preferred Securities Certificate on the books of the Trust.
      The agent may substitute another to act for him or her.

     

    Date:                                

     

    Signature:                      

     

    (Sign
      exactly as your name appears on
      the other side of this Trust Preferred Securities Certificate)

     

    The
      signature(s) should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program), pursuant to S.E.C. Rule
      17Ad-15.