First Community Bancorp /Ca/ Sample Contracts

BY AND BETWEEN
Guarantee Agreement • November 13th, 2000 • First Community Bancorp /Ca/ • National commercial banks • New York
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RECITALS:
Revolving Credit Agreement • August 10th, 2001 • First Community Bancorp /Ca/ • National commercial banks • Illinois
ATTORNEYS AT LAW TENTH FLOOR 2121 AVENUE OF THE STARS LOS ANGELES, CALIFORNIA 90067-5010
Agreement and Plan of Merger • October 3rd, 2000 • First Community Bancorp /Ca/ • National commercial banks
GUARANTEE AGREEMENT by and between COMMUNITY BANCORP INC. and WILMINGTON TRUST COMPANY Dated as of August 15, 2005
Guarantee Agreement • February 27th, 2007 • First Community Bancorp /Ca/ • National commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of August 15, 2005, is executed and delivered by Community Bancorp Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, 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 Community (CA) Capital Statutory Trust III, a Delaware statutory trust (the “Issuer”).

JUNIOR SUBORDINATED INDENTURE between FIRST COMMUNITY BANCORP and THE BANK OF NEW YORK, as Trustee Dated as of September 3, 2003
Junior Subordinated Indenture • November 7th, 2003 • First Community Bancorp /Ca/ • National commercial banks • New York

JUNIOR SUBORDINATED INDENTURE, dated as of September 3, 2003, between FIRST COMMUNITY BANCORP, a California corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

RECITALS
Executive Employment Agreement • March 21st, 2001 • First Community Bancorp /Ca/ • National commercial banks • California
AMENDED AND RESTATED TRUST AGREEMENT among FIRST COMMUNITY BANCORP, as Depositor THE BANK OF NEW YORK, as Property Trustee THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...
Trust Agreement • November 7th, 2003 • First Community Bancorp /Ca/ • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 3, 2003, among (i) First Community Bancorp, a California corporation (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Matthew P. Wagner, an individual, Lynn M. Hopkins, an individual and Jared M. Wolff, an individual, each of whose address is c/o First Community Bancorp, 120 Wilshire Blvd., Santa Monica, California 90401, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

EXHIBIT 10.2
Revolving Credit Agreement • August 10th, 2000 • First Community Bancorp /Ca/ • National commercial banks • Illinois
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 27th, 2009 • Pacwest Bancorp • National commercial banks • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 25, 2009, between Pacwest Bancorp, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

GUARANTEE AGREEMENT between FIRST COMMUNITY BANCORP, As Guarantor, and THE BANK OF NEW YORK, As Guarantee Trustee Dated as of September 3, 2003 FIRST COMMUNITY/CA STATUTORY TRUST VI
Guarantee Agreement • November 7th, 2003 • First Community Bancorp /Ca/ • National commercial banks • New York

GUARANTEE AGREEMENT, dated as of September 3, 2003, executed and delivered by FIRST COMMUNITY BANCORP, a California corporation (the “Guarantor”) having its principal office at 6110 El Tordo, P.O. Box 2388, Rancho Santa Fe, California 92067, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of First Community/CA Statutory Trust VI, a Delaware statutory trust (the “Issuer”).

Contract
Stock Option Agreement • July 26th, 2013 • Pacwest Bancorp • National commercial banks • Delaware

PACWEST STOCK OPTION AGREEMENT, dated as of July 22, 2013, (this “Agreement”), between CapitalSource Inc., a Delaware corporation (“Issuer”), and PacWest Bancorp, a Delaware corporation (“Grantee”).

AMENDED AND RESTATED DECLARATION OF TRUST BY AND AMONG
Declaration of Trust • November 13th, 2000 • First Community Bancorp /Ca/ • National commercial banks • Connecticut
CONFIDENTIAL PacWest Bancorp 10250 Constellation Blvd, Suite 1640 Los Angeles, CA 90067 Dear Sirs:
Placement Agent Agreement • August 27th, 2009 • Pacwest Bancorp • National commercial banks • New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and PacWest Bancorp (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement, to close no later than August 28, 2009 (the “Placement”), of registered securities of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), warrants to purchase shares of Common Stock (the “Warrants”) and the shares of Common Stock issuable upon exercise of the Warrants (together with the Shares and the Warrants, the “Securities”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) and Rodman shall not, and nothing herein implies that Rodman would, have the power or authority to bind the C

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF AFFINITY BANK VENTURA, CALIFORNIA FEDERAL DEPOSIT INSURANCE CORPORATION and PACIFIC WESTERN BANK DATED AS OF AUGUST 28, 2009
Purchase and Assumption Agreement • September 3rd, 2009 • Pacwest Bancorp • National commercial banks • New York

THIS AGREEMENT, made and entered into as of the 28th day of August, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of AFFINITY BANK, VENTURA, CALIFORNIA (the “Receiver”), PACIFIC WESTERN BANK, organized under the laws of the State of California, and having its principal place of business in SAN DIEGO, CALIFORNIA (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

May 18, 2011 PacWest Bancorp San Diego, CA 92101 Attention: Victor R. Santoro Dear Vic:
Financial Advisory Agreement • May 24th, 2011 • Pacwest Bancorp • National commercial banks • Creek

This letter agreement (the “Agreement”) will confirm that, subject to the terms and conditions contained herein, PacWest Bancorp (the “Company”) has engaged Castle Creek Financial LLC (“Castle Creek”) as the exclusive financial advisor to the Company in connection with the Company’s efforts to (a) acquire or invest in other financial institutions, excepting therefrom the opening of individual bank branches in the ordinary course of business or acquisition of deposit bases, loan pools or failed institutions from the FDIC; (b) effect a sale of the Company or a material amount of its assets; or (c) pursue a financing or recapitalization transaction (collectively, the “Transaction”). As the exclusive financial advisor to the Company, Castle Creek will, in addition to providing services in connection with a proposed Transaction provide other services pursuant to paragraph 9. This Agreement amends and restates the letter agreement between the Company and Castle Creek dated as of April 30, 20

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of August 3, 2006
Revolving Credit Agreement • August 9th, 2006 • First Community Bancorp /Ca/ • National commercial banks • New York

This Amended and Restated Revolving Credit Agreement (this “Agreement”) is by and between FIRST COMMUNITY BANCORP, a corporation formed under the laws of the State of California (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”), with a banking office at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

DEPOSIT AGREEMENT by and among PACWEST BANCORP As Issuer and EQUINITI TRUST COMPANY As Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated June 6, 2022 DEPOSIT AGREEMENT
Deposit Agreement • June 6th, 2022 • Pacwest Bancorp • National commercial banks • Delaware

DEPOSIT AGREEMENT, dated June 6, 2022, by and among (i) PacWest Bancorp, a Delaware corporation; (ii) Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (the “Depositary”) and (iii) the Record Holders from time to time of the Receipts described in this Deposit Agreement.

AGREEMENT AND PLAN OF MERGER dated as of March 1, 2015 by and between PacWest Bancorp and Square 1 Financial, Inc.
Merger Agreement • March 5th, 2015 • Pacwest Bancorp • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of March 1, 2015 (this “Agreement”), by and between PacWest Bancorp, a Delaware corporation (“Parent”), and Square 1 Financial, Inc., a Delaware corporation (the “Company”) (collectively hereinafter referred to as the “Parties”).

AGREEMENT AND PLAN OF MERGER dated as of September 13, 2005 by and between First Community Bancorp and Cedars Bank
Merger Agreement • September 15th, 2005 • First Community Bancorp /Ca/ • National commercial banks • California

AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2005 (this “Agreement”), by and between Cedars Bank, a California state-chartered bank (the “Company”), and First Community Bancorp, a California corporation (“Parent”).

AMENDED AND RESTATED DECLARATION OF TRUST by and among STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Institutional Trustee, FIRST COMMUNITY BANCORP, as Sponsor, and MATTHEW P. WAGNER, LYNN M. HOPKINS and ROBERT BORGMAN...
Declaration of Trust • August 14th, 2002 • First Community Bancorp /Ca/ • National commercial banks • Connecticut

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and effective as of June 26, 2002, by the Institutional Trustee (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the Trust (as defined herein) to be issued pursuant to this Declaration;

CapitalSource Inc. Los Angeles, California 90071 Ladies and Gentlemen:
Merger Agreement • July 26th, 2013 • Pacwest Bancorp • National commercial banks • Delaware

As a holder of PacWest Common Stock (as defined below), the undersigned (the “Stockholder”) understands that CapitalSource Inc., a Delaware corporation (“CapitalSource”), and PacWest Bancorp, a Delaware corporation (“PacWest”), propose to enter into an Agreement and Plan of Merger, dated as of July 22, 2013 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of CapitalSource with and into PacWest (the “Merger”), in which each of the issued and outstanding shares of common stock, par value $0.01 per share, of CapitalSource (the “CapitalSource Common Stock”) (other than Excluded Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 9th, 2014 • Pacwest Bancorp • National commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 7, 2014 is by and among Wells Fargo Bank, N.A., a national banking association, as Trustee (herein, together with its successors in interest, the “Trustee”), PacWest Bancorp, a Delaware corporation (the “Successor Guarantor”), CapitalSource Finance LLC, a Delaware limited liability company (the “Company”), and CapitalSource Inc., a Delaware corporation (the “Guarantor”), under the Indenture referred to below.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 9th, 2014 • Pacwest Bancorp • National commercial banks • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of April 7, 2014 is by and among The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as successor-in-interest to JPMorgan Chase Bank, National Association, not in its individual capacity, but solely as Guarantee Trustee (herein, together with its successors in interest, the “Guarantee Trustee”), PacWest Bancorp, a Delaware corporation (the “Successor Guarantor”), and CapitalSource Inc., a Delaware corporation (the “Parent Guarantor”), under the Parent Guarantee Agreement referred to below.

AGREEMENT AND PLAN OF MERGER dated as of April 5, 2017 by and between PACWEST BANCORP and CU BANCORP
Merger Agreement • April 6th, 2017 • Pacwest Bancorp • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this “Agreement”), by and between PacWest Bancorp, a Delaware corporation (“Parent”), and CU Bancorp, a California corporation (the “Company”) (collectively hereinafter referred to as the “Parties”).

April 5, 2017
Merger Agreement • April 6th, 2017 • Pacwest Bancorp • National commercial banks

As a holder of Company Common Shares (as defined below), the undersigned on behalf of [•] (the “Shareholder”) understands that CU Bancorp, a California corporation (the “Company”), and PacWest Bancorp, a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of April 5, 2017 (as it may be from time to time amended, the “Merger Agreement”), which was previously approved by the boards of directors of the Company and Parent, providing for, among other things, a merger of the Company with and into Parent (the “Merger”), in which each of the issued and outstanding common shares, no par value per share, of the Company (the “Company Common Shares”) (other than Excluded Shares and Dissenting Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 11th, 2009 • Pacwest Bancorp • National commercial banks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into, effective as of March 25, 2009 between PacWest Community Bancorp, a Delaware corporation (the “Company”), and (“Indemnitee”).

NON-SOLICITATION AGREEMENT dated as of April 5, 2017 by and between and PACWEST BANCORP
Non-Solicitation Agreement • April 6th, 2017 • Pacwest Bancorp • National commercial banks • California

This NON-SOLICITATION AGREEMENT (this “Agreement”) is dated as of April 5, 2017, by and between [ ] (“Key Person”) and PacWest Bancorp, a Delaware corporation (“Parent”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

PACWEST BANCORP STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT [insert date]
Stock Unit Award Agreement • November 7th, 2016 • Pacwest Bancorp • National commercial banks • California
FIRST COMMUNITY BANCORP Shares of Common Stock UNDERWRITING AGREEMENT July , 2002
Underwriting Agreement • July 11th, 2002 • First Community Bancorp /Ca/ • National commercial banks • Virginia

FIRST COMMUNITY BANCORP Shares of Common Stock UNDERWRITING AGREEMENT Schedule I Schedule II SUBSIDIARIES EXHIBIT A EXHIBIT B

AGREEMENT AND PLAN OF MERGER by and among PACWEST BANCORP, BANC OF CALIFORNIA, INC., and CAL MERGER SUB, INC. Dated as of July 25, 2023
Merger Agreement • July 31st, 2023 • Pacwest Bancorp • National commercial banks • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2023 (this “Agreement”), by and among PacWest Bancorp, a Delaware corporation (“PACW”), Banc of California, Inc., a Maryland corporation (“BANC”), and Cal Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of BANC (“Merger Sub”).

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • November 9th, 2012 • Pacwest Bancorp • National commercial banks • Delaware

This Voting and Support Agreement (this "Agreement"), dated as of November 6, 2012, is entered into by and among PacWest Bancorp, a Delaware corporation ("Parent"), First California Financial Group, Inc., a Delaware corporation (the "Company"), and each person executing this Agreement or a counterpart to this Agreement, each of whom is a member of the board of directors of Parent (each, a "Director").

PLEDGE AGREEMENT
Pledge Agreement • August 9th, 2006 • First Community Bancorp /Ca/ • National commercial banks • New York

PLEDGE AGREEMENT (this “Agreement”) dated as of August 3, 2006 between FIRST COMMUNITY BANCORP (the “Pledgor”) and U.S. BANK NATIONAL ASSOCIATION (the “Pledgee”), for the benefit of the Pledgee.

AGREEMENT AND PLAN OF MERGER dated as of May 15, 2006 by and between COMMUNITY BANCORP INC. and FIRST COMMUNITY BANCORP
Merger Agreement • May 19th, 2006 • First Community Bancorp /Ca/ • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2006 (this “Agreement”), by and between Community Bancorp Inc. (the “Company”), and First Community Bancorp (“Parent”).

THIRD AMENDMENT AND WAIVER DATED AS OF FEBRUARY 12, 2002 TO REVOLVING CREDIT AGREEMENT DATED AS OF JUNE 26, 2000 AND SECOND AMENDMENT TO PLEDGE AGREEMENT DATED AS OF JUNE 26, 2000
Revolving Credit Agreement • March 29th, 2002 • First Community Bancorp /Ca/ • National commercial banks • Illinois

THIS AMENDMENT, dated as of February 12, 2002, is entered into between FIRST COMMUNITY BANCORP, a California corporation (the "Borrower"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation having its principal office at 50 South LaSalle Street, Chicago, Illinois 60675 (the "Lender").

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