THIS SUPPLEMENTAL INDENTURE, dated as of October 30, 2020 (this Supplemental Indenture), between Banc of California, Inc., a Maryland corporation (the Company), and U.S. Bank National Association, a national banking association (the Trustee).
WHEREAS, the Company executed and delivered the Indenture (the Base Indenture, together with the Supplemental Indenture, the Indenture), dated as of October 30, 2020, to the Trustee, to provide for the issuance from time to time of the Companys notes or other evidences of indebtedness (the Securities), to be issued in one or more series;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a series of its Securities under the Indenture to be known as its 4.375% Fixed-to-Floating Rate Subordinated Notes due 2030 (the Notes), the form and substance of and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture;
WHEREAS, the Pricing Committee of the Board of Directors of the Company, pursuant to authority granted to it by the Board of Directors of the Company on October 20, 2020 and resolutions duly adopted by the Pricing Committee on October 20, 2020, has duly authorized the issuance of the Notes and the amendments to the Base Indenture provided for in this Supplemental Indenture, and has authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;
WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of Section 201, Section 301, Section 303 and Article Nine of the Base Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make each of the Notes, when executed by the Company and authenticated and delivered by the Trustee or an authentication agent, the valid obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;
NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the Holders of the Notes, as follows:
SECTION 1.1 Definitions.
For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: