0001104659-03-018574 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT among PACIFIC CREST CAPITAL, INC., 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 • August 14th, 2003 • Pacific Crest Capital Inc • Savings institutions, not federally chartered • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 20, 2003, among (i) Pacific Crest Capital, Inc., a Delaware 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) Robert J. Dennen, an individual, Gary Wehrle, an individual and Peter Luttenberger, an individual, each of whose address is c/o Pacific Crest Capital, Inc., 30343 Canwood Street, Agoura Hills, CA 91301, 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.

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GUARANTEE AGREEMENT between PACIFIC CREST CAPITAL, INC., as Guarantor, and THE BANK OF NEW YORK, as Guarantee Trustee Dated as of April 23, 2003 PACIFIC CREST CAPITAL TRUST II
Guarantee Agreement • August 14th, 2003 • Pacific Crest Capital Inc • Savings institutions, not federally chartered • New York

Guarantee Agreement, dated as of April 23, 2003, executed and delivered by Pacific Crest Capital, Inc., a Delaware corporation (the “Guarantor”) having its principal office at 30343 Canwood Street, Agoura Hills, CA 91301, 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 Pacific Crest Capital Trust II, a Delaware statutory trust (the “Issuer”).

JUNIOR SUBORDINATED INDENTURE between PACIFIC CREST CAPITAL, INC. and
Junior Subordinated Indenture • August 14th, 2003 • Pacific Crest Capital Inc • Savings institutions, not federally chartered • New York

Junior Subordinated Indenture, dated as of April 23, 2003, between PACIFIC CREST CAPITAL, INC., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

JUNIOR SUBORDINATED INDENTURE between PACIFIC CREST CAPITAL, INC. and
Indenture • August 14th, 2003 • Pacific Crest Capital Inc • Savings institutions, not federally chartered • New York

JUNIOR SUBORDINATED INDENTURE, dated as of March 20, 2003, between PACIFIC CREST CAPITAL, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

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