Exhibit 4.2


 


PACIFIC PREMIER BANCORP, INC.


and


Wilmington Trust, National Association


as Trustee, Paying Agent and Security
Registrar


SECOND SUPPLEMENTAL INDENTURE


Dated as of June 15, 2020


to


INDENTURE


Dated as of May 8, 2019


5.375% Fixed-to-Floating Rate Subordinated
Notes due June 15, 2030


 


SECOND SUPPLEMENTAL
INDENTURE (this “Second Supplemental Indenture”), dated as of June 15, 2020, between PACIFIC PREMIER BANCORP,
INC., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking
association, organized and existing under the laws of the United States of America, as trustee (the “Trustee”),
Security Registrar and Paying Agent.


 


RECITALS


 


WHEREAS, the Company
and the Trustee have heretofore executed and delivered the Indenture, dated as of May 8, 2019 (the “Base Indenture”
and, as hereby supplemented and amended, the “Indenture”), providing for the establishment from time to time
of series of the Company’s unsecured debt securities, which may be debentures, notes, bonds or other evidences of indebtedness
(hereinafter called the “Securities”) and the issuance from time to time of Securities under the Indenture;
and


 


WHEREAS, Section 901(7)
of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to the Base Indenture to
establish the form or terms of Securities of a series thereunder as permitted by Sections 201 and 301 of the Base Indenture; and


 


WHEREAS, pursuant to
Section 301 of the Base Indenture, the Company desires to establish a new series of Securities under the Indenture to be known
as its “5.375% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030” (the “Notes”),
to establish the form and terms and conditions of the Notes, as provided in this Second Supplemental Indenture, and to provide
for the initial issuance of Notes in the aggregate principal amount of $150,000,000; and


 


WHEREAS, the Company
has requested that the Trustee execute and deliver this Second Supplemental Indenture; and all requirements necessary to make (i)
this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and (ii) the Notes,
when executed by the Company and authenticated and delivered by the Trustee in accordance with the Indenture, the valid, binding
and enforceable obligations of the Company, have been satisfied; and the execution and delivery of this Second Supplemental Indenture
has been duly authorized in all respects; and


 






     


     


    

 


NOW, THEREFORE, in
consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.1.         
Relation to Base Indenture. This Second Supplemental Indenture constitutes an integral part of the Base Indenture.


 


Section 1.2.         
Definition of Terms. For all purposes of this Second Supplemental Indenture:


 


(a)         Capitalized
terms used herein without definition shall have the meanings set forth in the Base Indenture, provided that, if the definition
of a capitalized term defined in this Second Supplemental Indenture conflicts with the definition of that capitalized term in
the Base Indenture, the definition of that capitalized term in this Second Supplemental Indenture shall control for purposes of
this Second Supplemental Indenture and the Notes and (in respect of the Notes but not any other series of Securities) the Base
Indenture;


 


(b)         a term defined anywhere in this Second Supplemental Indenture has the same meaning throughout;


 


(c)         the
singular includes the plural and vice versa;


 


(d)         headings
are for convenience of reference only and do not affect interpretation;


 


(e)         unless
otherwise specified or unless the context requires otherwise, (i) all references in this Second Supplemental Indenture to Sections
refer to the corresponding Sections of this Second Supplemental Indenture, and (ii) the terms “herein,” “hereof,”
 “hereunder” and any other word of similar import refer to this Second Supplemental Indenture; and


 


(f)          for
purposes of this Second Supplemental Indenture and the Notes, the following terms have the meanings given to them in this Section
1.2(f):


 


“1940 Act
Event” means an event requiring the Company to register as an investment company pursuant to the Investment Company Act
of 1940, as amended.


 


“Benchmark”
means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or
the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.


 






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“Benchmark
Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement
Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the
Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark
with respect to Three-Month Term SOFR shall be determined), then


 


“Benchmark
Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent
as of the Benchmark Replacement Date:


 


(a)         Compounded
SOFR;


 


(b)         The
sum of: (i) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment;


 


(c)         the
sum of: (i) the ISDA Fallback Rate, and (ii) the Benchmark Replacement Adjustment;


 


(d)         the
sum of: (i) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark
for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current
Benchmark for U.S. dollar-denominated floating rate securities at such time, and (ii) the Benchmark Replacement Adjustment.


 


“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation
Agent as of the Benchmark Replacement Date:


 


(a)         the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value
or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


(b)         if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
and


 


(c)         the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due
consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for
the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
floating rate securities at such time.


 


“Benchmark
Replacement Adjustment Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “interest period,” timing and frequency of determining
rates with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Calculation Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner
substantially consistent with market practice (or, if the Calculation Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Calculation Agent determines is reasonably necessary).


 






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“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(a)         in the case of clause (a) of the definition of “Benchmark Transition Event,” the relevant Reference Time in
respect of any determination;


 


(b)         in
the case of clause (b) or (c) of the definition of “Benchmark Transition Event,” the later of (i) the date of the
public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark
permanently or indefinitely ceases to provide the Benchmark; or


 


(c)         in the case of clause (d) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.


 


For the avoidance
of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark
also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to
the Benchmark would include SOFR).


 


For the avoidance
of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time
for such determination.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(a)         if
the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term
rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term rate for a tenor of three months
based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (iii) the Company determines
that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


 


(b)         a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the Benchmark;


 


(c)         a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the
central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark,
a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency
or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased
or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark; or


 






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(d)         a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing
that the Benchmark is no longer representative.


 


“Business
Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


“Calculation
Agent” means the Company, or any other successor appointed by the Company, acting as calculation agent. The Company may
appoint itself, or any of its affiliates, as the Calculation Agent.


 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate being established by the Calculation Agent in accordance with:


 


(a)         the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for
determining Compounded SOFR; provided that:


 


(b)         if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with
clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation
Agent giving due consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate securities at
such time.


 


For the avoidance of
doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of
517 basis points per annum.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time this Second Supplemental Indenture shall
be administered, which office, at the date of the execution of this Second Supplemental Indenture, is located at 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Pacific Premier Bancorp, Inc. Administrator, or such other address as the Trustee
may designate from time to time by notice to the Holders of the Notes and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders
of the Notes and the Company).


 


“Corresponding
Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.


 


“DTC”
has the meaning set forth in Section 2.3 hereof.


 






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“Federal Reserve
Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction
over bank holding companies.


 


“Fixed Rate
Interest Payment Date” has the meaning set forth in Section 2.5(b)(i) hereof.


 


“Fixed Rate
Interest Record Date” means, with respect to each Fixed Rate Interest Payment Date, the close of business on the June
1 or December 1 (whether or not a Business Day) immediately preceding such Fixed Rate Interest Payment Date, through June 15, 2025.


 


“Fixed Rate
Period” has the meaning set forth in Section 2.5(b)(i) hereof.


 


“Floating
Rate Interest Payment Date” has the meaning set forth in Section 2.5(b)(ii) hereof.


 


“Floating
Rate Interest Record Date” means, with respect to each Floating Rate Interest Payment Date, the close of business on
the March 1, June 1, September 1 and December 1 (whether or not a Business Day) immediately preceding such Floating Rate Interest
Payment Date.


 


“Floating
Rate Period” has the meaning set forth in section 2.5(b)(ii) hereof.


 


“Global Note”
has the meaning set forth in Section 2.4 hereof.


 


“Independent
Bank Regulatory Counsel” means a law firm, a member of a law firm or an independent practitioner that is experienced
in matters of federal bank holding company and banking regulatory law, including the laws, rules and the guidelines of the Federal
Reserve Board relating to regulatory capital, and shall include any Person who, under the standards of professional conduct then
prevailing and applicable to such counsel, would not have a conflict of interest in representing the Company or the Trustee in
connection with providing the legal opinion contemplated by the definition of the term “Tier 2 Capital Event.”


 


“Independent
Tax Counsel” means a law firm, a member of a law firm or an independent practitioner that is experienced in matters of
federal income taxation law, including the deductibility of interest payments made with respect to corporate debt instruments,
and shall include any Person who, under the standards of professional conduct then prevailing and applicable to such counsel, would
not have a conflict of interest in representing the Company or the Trustee in connection with providing the legal opinion contemplated
by the definition of the term “Tax Event.”


 


“Interest
Payment Date” has the meaning set forth in Section 2.5(b)(ii) hereof.


 


“Interpolated
Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a
linear basis between: (a) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the
Corresponding Tenor, and (b) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the
Corresponding Tenor.


 






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“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time.


 


“ISDA Fallback
Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to
the Benchmark for the applicable tenor.


 


“ISDA Fallback
Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon
the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA
Fallback Adjustment.


 


“Reference
Time” with respect to any determination of the Benchmark means (a) if the Benchmark is Three-Month Term SOFR, the time
determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (b) if the Benchmark is not
Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming
Changes.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Representative”
means the indenture trustee or other trustee, agent or representative for an issue of Senior Indebtedness.


 


“Senior Indebtedness”
means:


 


(a)       any
of the Company’s indebtedness (including the principal of, and premium, if any, and unpaid interest on such indebtedness)
for borrowed or purchased money including overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection
agreements, and any loans or advances from banks, whether or not evidenced by bonds, debentures, notes, or other written instruments,
including any obligations of the Company to general creditors, depositors or trade creditors;


 


(b)       the
Company’s obligations under letters of credit, bank guarantees or bankers’ acceptances;


 


(c)       any
of the Company’s indebtedness or other obligations with respect to commodity contracts, interest rate and currency swap agreements,
cap, floor, and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to
protect against fluctuations in currency exchange or interest rates;


 






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(d)       any
guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business),
or other similar contingent obligations in respect of obligations of others of a type described in clauses (a), (b), and (c), whether
or not such obligation is classified as a liability on a balance sheet prepared in accordance with accounting principles generally
accepted in the United States;


 


(e)       all
obligations and liabilities in respect of leases required in conformity with generally accepted accounting principles to be accounted
for as capitalized lease obligations on the Company’s balance sheet;


 


(f)        all
obligations and other liabilities under any lease or related document in connection with the lease of real property which provides
that the Company is contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee
a minimum residual value of the leased property to the lessor;


 


(g)       all
direct or indirect guarantees or similar agreements in respect of, and the Company’s obligations or liabilities to purchase,
acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of others of the type
described in clauses (a) through (f) above; and


 


(h)       any
and all refinancings, replacements, deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements
to, any indebtedness, obligation or liability of the kind described in clauses (a) through (g) above, other than obligations ranking
on a parity with the Notes or ranking junior to the Notes.


 


Notwithstanding the
foregoing, if the Federal Reserve Board (or other competent regulatory agency or authority) promulgates any rule or issues any
interpretation that defines general creditor(s), the main purpose of which is to establish a criteria for determining whether the
subordinated debt of a bank holding company is to be included in its capital, then the term “general creditors” as
used in this definition of Senior Indebtedness will have the meaning as described in that rule or interpretation.


 


The term “Senior
Indebtedness” does not include: (i) any indebtedness of the Company which, when incurred, and without respect to any election
under Section 1111(b) of the U.S. Bankruptcy Code, was without recourse to the Company; (ii) any indebtedness of the Company to
any of its Subsidiaries; (iii) indebtedness to any employee of the Company; (iv) any liability for taxes; (v) any indebtedness
of the Company that is expressly subordinate in right of payment to any other indebtedness of the Company; or (vi) renewals, extensions,
modifications and refundings of any such indebtedness.


 


Notwithstanding anything
to the contrary herein and for purposes of clarity, the term “Senior Indebtedness” does not include the Company’s
5.75% Subordinated Notes Due 2024, the Company’s 7.125% Subordinated Notes Due 2025 and the Company’s 4.875% Subordinated
Notes due 2029 (collectively, the “Debentures”), which Debentures shall rank pari passu with the Notes
in the right of payment and upon the Company’s liquidation.


 






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“SOFR”
means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark
(or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“Stated Maturity
Date” has the meaning set forth in Section 2.2 hereof.


 


“Tax Event”
means the receipt by the Company of an opinion of Independent Tax Counsel to the effect that, as a result of:


 


(a)       an
amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder,
of the United States or any of its political subdivisions or taxing authorities;


 


(b)       a
judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice
or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation
(any of the foregoing, an “administrative or judicial action”);


 


(c)       an
amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action
or a law or regulation of the United States that differs from the previously generally accepted position or interpretation; or


 


(d)       a
threatened challenge asserted in writing in connection with an audit of the Company’s federal income tax returns or positions
or a similar audit of any of its Subsidiaries, or a publicly known threatened challenge asserted in writing against any other taxpayer
that has raised capital through the issuance of securities that are substantially similar to the Notes, in each case, occurring
or becoming publicly known on or after the original issue date of the Notes, there is more than an insubstantial risk that interest
payable by the Company on the Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by the Company,
in whole or in part, for United States federal income tax purposes.


 


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term SOFR
Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a
successor administrator).


 


“Three-Month
Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator
at the Reference Time for any interest period, as determined by the Calculation Agent after giving effect to the Three-Month Term
SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary,
to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.


 






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“Three-Month
Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or
operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to
the definition of “interest period,” timing and frequency of determining Three-Month Term SOFR with respect to each
interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation
Agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent
with market practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other
manner as the Calculation Agent determines is reasonably necessary).


 


“Tier 2 Capital
Event” shall mean the receipt by the Company of an opinion of Independent Bank Regulatory Counsel to the effect that,
as a result of:


 


(a)        any
amendment to, or change (including any announced prospective amendment or change) in, the laws or any regulations thereunder of
the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company; or


 


(b)        any
official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after the original issue date of the Notes, the Notes
do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 capital (or its then-equivalent if
the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Federal Reserve Board,
as then in effect and applicable to the Company.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


The terms “Company,”
 “Trustee,” “Base Indenture,” “Second Supplemental Indenture,” “Indenture,”
 “Securities” and “Notes” shall have the respective meanings set forth in the recitals to
this Second Supplemental Indenture and the paragraph preceding such recitals.


 


ARTICLE 2

ESTABLISHMENT OF THE NOTES AND

GENERAL TERMS AND CONDITIONS OF THE NOTES


 


Section 2.1.           Establishment of the Series of the Notes and Designation. There is hereby authorized and established a series of
Securities designated as the “5.375% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030.” The Securities that
are a part of such series shall be in the form and have the terms, provisions and conditions as set forth in the Base Indenture,
this Second Supplemental Indenture and the Notes in the form attached hereto as Exhibit A.


 


Section 2.2.           Payment of Principal; Issue Price. Except as earlier redeemed in accordance with this Second Supplemental Indenture,
the date upon which the entire principal amount of the Notes shall become due and payable, together with any accrued and unpaid
interest then owing, shall be June 15, 2030 (the “Stated Maturity Date”). The Notes issued on the date hereof
will be issued at a price equal to 100% of the principal amount thereof.


 






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Section 2.3.          Form, Payment and Appointment. Except as provided in Section 305 of the Base Indenture, the Notes will be issued
only in book-entry form, will be represented by one or more Global Notes registered in the name of or held by The Depository Trust
Company or any successor thereto (“DTC”) or its nominee as the Depositary therefor. So long as DTC or its nominee
is the registered owner of Global Notes, DTC or its nominee, as the case may be, will be considered the Holder of the Notes represented
by such Global Notes for all purposes under the Indenture. The Company will make payments of principal of, and premium, if any,
and interest on the Global Notes to DTC or its nominee, as the case may be, as the registered Holder of the Notes.


 


The terms and conditions
contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company and the Trustee,
by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and conditions and to be bound
thereby.


 


The Security Registrar
and Paying Agent for the Notes shall initially be the Trustee.


 


The Place of Payment
for the Notes shall be an office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust
Office.


 


The Notes will be issuable
and may be transferred only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The amounts
payable with respect to the Notes shall be payable in U.S. Dollars.


 


Section 2.4.           Global Note. The Notes shall be issued initially in the form of one or more fully registered Global Securities (each
such Global Security, a “Global Note”) registered in the name of DTC or its nominee and deposited with DTC or
its designated custodian or such other Depositary as any officer of the Company may from time to time designate. Unless and until
a Global Note is exchanged for Notes in certificated form, such Global Note may be transferred, in whole but not in part, and any
payments on the Notes shall be made, only to DTC or a nominee of DTC, or to a successor Depositary selected or approved by the
Company or to a nominee of such successor Depositary as provided in the Indenture.


 


Section 2.5.            Interest.


 


(a)         Interest
payable on any Interest Payment Date, the Stated Maturity Date or the Redemption Date, if any, with respect to the Notes shall
be the amount of interest accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest
has been paid or duly provided for (or from and including the original issue date of Notes if no interest has previously been
paid or duly provided for with respect to the Notes) to, but excluding, such Interest Payment Date, Stated Maturity Date or the
Redemption Date, if any, as the case may be.


 


(b)         i)        From, and including, the original issue date of the Notes to, but excluding, June 15, 2025, unless redeemed prior
to such date pursuant to Article 3 hereof, the Notes will bear interest at the annual rate of 5.375%, computed on the basis of
a 360-day year consisting of twelve 30-day months, and payable semi-annually in arrears on each June 15 and December 15, beginning
on December 15, 2020 and ending on June 15, 2025 (each such payment date, a “Fixed Rate Interest Payment Date,”
with the period from, and including, the original issue date of the Notes to, but excluding, the first Fixed Rate Interest Payment
Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate
Interest Payment Date being a “Fixed Rate Period”). In the event that any scheduled Fixed Rate Interest Payment
Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Fixed Rate Interest Payment
Date will be postponed to the next succeeding day that is a Business Day (and no interest on such payment will accrue for the period
from and after such scheduled Fixed Rate Interest Payment Date).


 






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ii)     From, and including
June 15, 2025 to, but excluding, the Stated Maturity Date, unless redeemed subsequent to June 15, 2025 but prior to the Stated
Maturity Date pursuant to Article 3 hereof, the Notes will bear interest at an annual rate equal to the then-current Three-Month
Term SOFR, reset quarterly, plus 517 basis points (5.17%), payable quarterly in arrears on March 15, June 15, September 15, and
December 15 of each year, beginning on June 15, 2025 (each such payment date, a “Floating Rate Interest Payment Date,”
and, together with the Fixed Rate Interest Payment Dates, collectively the “Interest Payment Dates,” with the
period from, and including, June 15, 2025 to, but excluding, the first Floating Rate Interest Payment Date and each successive
period from, and including, a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date
being a “Floating Rate Period”). Interest payable on the Notes for a Floating Rate Period shall be computed
on the basis of a 360-day year and the actual number of days in such Floating Rate Period. The Calculation Agent shall notify the
Trustee (if the Trustee is not the Calculation Agent) in writing of the interest rate for each Floating Rate Period promptly after
the Reference Time (or such other date of determination for the applicable Benchmark). In the event that any scheduled Floating
Rate Interest Payment Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Floating
Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day, unless such day falls in the next
succeeding calendar month, in which case such Floating Rate Interest Payment Date will be accelerated to the immediately preceding
day that is a Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to,
but excluding, such Business Day. Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less
than zero, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero.


 


(c)         The
interest payable, and punctually paid or duly provided for, on any Fixed Rate Interest Payment Date shall be paid to the Person
in whose name the Note is registered at the close of business on the Fixed Rate Interest Record Date for such interest through
June 15, 2025, and thereafter, the interest so payable, and punctually paid or duly provided for on any Floating Rate Interest
Payment Date shall be paid to the Person in whose name this Note is registered at the close of business on the Floating Rate Interest
Record Date for such interest on any Floating Rate Interest Payment Date. Notwithstanding the foregoing, interest due on the Stated
Maturity Date (whether or not an Interest Payment Date) of the Notes will be paid to the Person to whom principal of the Notes
is payable, subject to DTC’s applicable procedures.


 






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(d)         The Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for
so long as any of the Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month
Term SOFR in respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period
by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination
of any interest rate and its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s
principal offices, will be made available to any Holder of the Notes upon request and will be provided to the Trustee. The Calculation
Agent (if the Trustee is not the Calculation Agent) shall have all the rights, protections and indemnities afforded to the Trustee
under the Indenture and hereunder. The Calculation Agent may be removed by the Company at any time. If the Calculation Agent is
unable or unwilling to act as Calculation Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation
Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed; provided, that if a successor
Calculation Agent has not been appointed by the Company and such successor accepted such position within 30 days after the giving
of notice of resignation by the Calculation Agent, then the resigning Calculation Agent may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Calculation Agent with respect to such series. The Trustee
shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint a successor
or replacement in the event of the Calculation Agent’s resignation or removal or to replace the Calculation Agent in the
event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the Calculation Agent’s
duties and obligations hereunder. For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company,
then the Company shall be the Calculation Agent.


 


(e)         Effect of Benchmark Transition Event


 


i)      If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
on or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such
determination on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark
Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.


 


ii)     Notwithstanding
anything set forth in Section 2.5(b)(ii) above, if the Calculation Agent determines on or prior to the relevant Reference Time
that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR,
then the provisions set forth in this Section 2.5(e) will thereafter apply to all determinations of the interest rate on the Notes
during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,
the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark
Replacement plus 517 basis points.


 






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iii)    The
Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes,
including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.5(e). Any determination,
decision or election that may be made by the Calculation Agent under the terms of the Notes, including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or selection (A) will be conclusive and binding on the Holders of the Notes and the
Trustee absent manifest error, (B) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion,
(C) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation
Agent will not make any such determination, decision or election to which the Company reasonably objects and (D) notwithstanding
anything to the contrary herein or in the Indenture, shall become effective without consent from the Holders of the Notes, the
Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required
to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as
described above.


 


iv)    The
Company (or its Calculation Agent, if the Trustee is not the Calculation Agent) shall notify the Trustee in writing (i) upon the
occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark
Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event.


 


v)     The
Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term
SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether
the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted
Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark
Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be
entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its
Calculation Agent, as applicable, and (ii) liability for any failure or delay in performing its duties hereunder as a result of
the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the
Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure
to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation
Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions,
a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not
be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of
the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance
of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice,
Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification,
investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that
adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with
the adoption of any Benchmark Replacement Conforming Changes).


 


vi)    If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month
Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of
interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation
Agent, then the relevant Three-Month Term SOFR Conventions will apply.


 






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Section 2.6.            Subordination Provisions.


 


(a)         Except
as otherwise specified, the Company agrees, and each Holder of the Notes by accepting the Notes agrees, that the indebtedness
evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Section 2.6, to the
prior payment in full of all Senior Indebtedness and that the subordination is for the benefit of the holders of Senior Indebtedness.


 


(b)         In
the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency
or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company:


 


i)      holders
of Senior Indebtedness shall be entitled to receive payment in full in cash of the principal thereof, and premium, if any, additional
amounts owing in respect thereof, if any, and interest thereon (including interest accruing after the commencement of any such
proceeding) to the date of payment on the Senior Indebtedness before Holders shall be entitled to receive any payment of principal
of or interest on Notes;


 


ii)     until
the Senior Indebtedness is paid in full in cash, any indebtedness to which Holders of the Notes or the Trustee would be entitled
but for this Section 2.6 shall be made to holders of Senior Indebtedness as their interests may appear for the application to
the payment thereof, except that Holders of the Notes may receive securities that are subordinated to Senior Indebtedness to at
least the same extent as the Notes; and


 


iii)    the
Trustee is entitled to conclusively rely upon an order or decree of a court of competent jurisdiction or a certificate of a bankruptcy
trustee or other similar official for the purpose of ascertaining the persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other Company debt, the amount thereof or payable thereon and all other pertinent facts relating
to the Trustee’s obligations under this Section 2.6.


 


In the event that,
notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any of the Notes shall have received any
payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including by
way of set-off or any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Notes, before all Senior Indebtedness is paid in full or payment thereof
provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to a Responsible
Officer of the Trustee in writing or, as the case may be, such Holder of the Notes, then and in such event such payment or distribution
shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or
distribution in respect of the Notes, or any taxes that ought to have been withheld or deducted from any such payment or distribution
that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder
of any of the Notes receives for purposes of this Section.


 






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(c)         The Company may not pay principal of, or premium, if any or interest on the Notes and may not acquire any Notes for cash
or property other than capital stock of the Company if:


 


i)      any default in the payment of principal, premium, if any, or interest on any Senior Indebtedness beyond any applicable grace
period with respect thereto occurs and is continuing;


 


ii)     a
default on Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness (or a trustee on their
behalf) to accelerate its maturity, or


 


iii)    a default under any Senior Indebtedness is the subject of judicial proceedings or the Trustee or the Paying Agent receives
a notice of the default from a person who may give it pursuant to Section 2.6(k) hereof.


 


The Company may resume
payments on the Notes and may acquire them when:


 


i)      the default is cured or waived; or


 


ii)     this Section 2.6 otherwise permits the payments or acquisition at that time.


 


(d)          In the event that any Notes are declared due and payable before their Stated Maturity Date, then and in such event the holders
of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Notes are entitled to receive
any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Notes) by the Company on account of the principal of, or premium, if any or interest on the
Notes or on account of the purchase or other acquisition of Notes; provided, that any money deposited pursuant to Articles Four
and Thirteen of the Base Indenture not in violation of the Indenture shall not be subject to the claims of holders of Senior Indebtedness,
unless, in avoidance of doubt, it was deposited in connection with any declaration of acceleration under Article Five of the Base
Indenture.


 


In the event that,
notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Note prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible
Officer of the Trustee in writing or, as the case may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Representative with respect to such Senior Indebtedness.






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(e)              
If payment or distribution on account of the Notes of any character or security, whether in cash, securities or other property,
is received by Holder, including any applicable Trustee, in contravention of any of the terms of this Section 2.6 and before all
Senior Indebtedness has been paid in full, such payment or distribution or security will be received in trust for the benefit of
holders of Senior Indebtedness or their Representatives, and must be paid over or delivered and transferred to the Representative
with respect to such Senior Indebtedness for application, in accordance with the priorities then existing among those holders of
Senior Indebtedness for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
Senior Indebtedness in full.


 


(f)               
The Company shall promptly notify the Trustee, in writing, and any Paying Agent of any facts known to the Company that would
cause a payment on the Notes to violate this Section 2.6. The Company shall provide all relevant contact, wiring and other information
as the Trustee may require in order to pay over or deliver to the Representative representing the Senior Indebtedness any funds
or other payment or distribution in accordance with this Section 2.6. The Trustee shall be entitled to conclusively rely on any
such information provided by the Company.


 


(g)              
After all Senior Indebtedness is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights
of holders of Senior Indebtedness to receive payments or distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to such Holders have been applied to the payment of Senior Indebtedness. A payment or distribution made under
this Section 2.6 to holders of Senior Indebtedness which otherwise would have been made to Holders is not, as among the Company,
its creditors other than the holders of Senior Indebtedness and Holders, a payment or distribution by the Company on account of
the Senior Indebtedness.


 


(h)              
This Section 2.6 is intended solely to define the relative rights of Holders on the one hand and the holders of Senior Indebtedness
on the other hand. Nothing in the Indenture or in the Notes shall:


 


i)                
impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Notes the principal of, premium, if
any and interest on the Notes as and when the same shall become due and payable in accordance with their terms;


 


ii)               
affect the relative rights of Holders and creditors of the Company other than holders of Senior Indebtedness; or


 


iii)              
prevent the Trustee or any Holder from exercising its available remedies upon an Event of Default, subject to the rights
of holders of Senior Indebtedness to receive payments or distributions otherwise payable to Holders or the Trustee.


 


If the Company fails
because of this Section 2.6 to pay principal of, or premium, if any or interest on any of the Notes on the due date, such failure
shall constitute a default under the Indenture.


 






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(i)                
No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Notes shall
be impaired by any act or failure to act by the Company or by its failure to comply with the Indenture.


 


(j)                
Whenever a distribution is to be made or a notice is given to holders of Senior Indebtedness, the distribution may be made
and the notice may be given to their Representative.


 


(k)              
The Trustee or any Paying Agent may continue to make payments on the Notes until it receives written notice of facts that
would cause a payment of principal of or interest on the Notes to violate this Section 2.6. Only the Company, a Representative
or a holder of an issue of Senior Indebtedness that has no Representative may give the written notice. The Trustee has no fiduciary
duty to the holders of Senior Indebtedness. The Trustee in its individual or any other capacity may hold Senior Indebtedness with
the same rights it would have if it were not Trustee. Notwithstanding anything herein to the contrary, the Company’s obligation
to pay, and the Company’s payment of, the amounts required by Section 607 of the Base Indenture are excluded from the operation
of this Section 2.6. For the sake of clarity, such payments are not subordinated to the Company’s Senior Indebtedness.


 


(l)                
Nothing contained in this Section 2.6 or elsewhere in the Indenture or in any of the Notes shall prevent (a) the Company,
at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 2.6(b) hereof or under
the conditions described in Section 2.6(c) or 2.6(d) hereof, from making payments at any time of or on account of the principal
of, or premium, if any or interest on the Notes or on account of the purchase or other acquisition of the Notes, or (b) the application
by the Trustee of any money deposited with it under the Indenture to the payment of or on account of the principal of, or premium,
if any or interest on the Notes or the retention of such payment by the Holders of the Notes, if, at the time of such application
by the Trustee, it did not have knowledge (in accordance with Section 2.6(f) hereof) that such payment would have been prohibited
by the provisions of this Section 2.6.


 


(m)            
Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in this Section 2.6 and appoints the Trustee his attorney-in-fact
for any and all such purposes.


 


(n)              
Upon any payment or distribution of assets of the Company referred to in this Section 2.6, the Trustee, subject to the provisions
of Section 602 of the Base Indenture, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered
to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 2.6.


 






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(o)              
In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Section 2.6 shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Section 2.6 in addition to or in place of the Trustee.


 


Section 2.7.         
Events of Default; Acceleration. Neither the Trustee nor the Holders of the Notes shall have the right to accelerate
the Stated Maturity Date unless there is an Event of Default specified under clause (6) or (7) of Section 501 of the Base Indenture.
If an Event of Default specified in clause (6) or (7) of Section 501 of the Base Indenture occurs, then the principal amount of
all of the Outstanding Notes, including any accrued and unpaid interest and premium, if any, on the Notes shall become and be immediately
due and payable without any declaration or other act on the part of the Trustee or the Holders of the Notes in accordance with
the provisions of Section 502 of the Base Indenture.


 


Section 2.8.         
No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.


 


Section 2.9.         
No Conversion or Exchange Rights. The Notes shall not be convertible into or exchangeable for any other securities
or property of the Company or any Subsidiary of the Company.


 


Section 2.10.        
Defeasance; No Covenant Defeasance. Section 1302 of the Base Indenture shall be applicable to the Notes. Section
1303 of the Base Indenture shall not be applicable to the Notes.


 


ARTICLE 3


REDEMPTION OF THE NOTES


 


Section 3.1.         
Optional Redemption. The Company may, at its option, redeem the Notes, in whole or in part, on any Interest Payment
Date on or after June 15, 2025, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest to, but excluding, the Redemption Date fixed by the Company; provided that, for the avoidance of doubt,
the payment of such accrued and unpaid interest paid as a part of the Redemption Price shall satisfy in full the obligation of
the Company to pay accrued and unpaid interest on the Notes redeemed from and including the most recent Interest Payment Date on
which all accrued and unpaid interest on the Notes was paid or provided for to, but excluding, the Redemption Date. Any partial
redemption will be made in accordance with the Base Indenture. The Company’s election to redeem any Notes shall be evidenced
by a Board Resolution and provided to the Trustee in the form of an Officers’ Certificate at least 60 days prior to the Redemption
Date, or such shorter notice as may be acceptable to the Trustee.


 






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Section 3.2.         
Redemption Upon Special Events. The Company may also, at its option, redeem the Notes before the Stated Maturity
Date in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a Tax Event or a 1940 Act Event. Any
such redemption will be at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the Redemption Date fixed by the Company; provided that, for the avoidance of doubt,
the payment of such accrued and unpaid interest paid as a part of the Redemption Price shall satisfy in full the obligation of
the Company to pay accrued and unpaid interest on the Notes redeemed from and including the most recent Interest Payment Date on
which all accrued and unpaid interest on the Notes was paid or provided for through, but excluding, the Redemption Date. The Company’s
election to redeem any Notes shall be evidenced by a Board Resolution, and in case of any redemption at the election of the Company
of less than all the Notes, such election must be provided to the Trustee in the form of an Officers’ Certificate at least
60 days prior to the Redemption Date, or such shorter notice as may be acceptable to the Trustee. If any conditions precedent to
such optional redemption have not been satisfied, the Company shall provide written notice to the Trustee and each Holder of the
Notes prior to the close of business prior to the Redemption Date fixed by the Company in the same manner in which the notice of
redemption was given. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed as provided in such notice.
In no event shall the Trustee be responsible to satisfy any such conditions precedent, including making a deposit of money required
to effectuate the redemption.


 


Section 3.3.         
Redemption Approval. No redemption of the Notes by the Company prior to the Stated Maturity Date pursuant to this
Article 3 shall be made without the prior approval of the Federal Reserve Board if such prior approval is or will be required at
the scheduled Redemption Date. To the extent that the approval of the Federal Reserve Board is required for the Company’s
redemption of the Notes pursuant to this Article 3, the Trustee shall not have any duty or obligation to determine whether such
approval is required or any duty or obligation to obtain such approval. Prior to the delivery of the notice of redemption to the
Holders of the Notes, the Company shall deliver to the Trustee an Officers’ Certificate stating (i) whether or not the approval
of the Federal Reserve Board is required for the Company’s redemption of the Notes and (ii) if such approval is required,
whether or not such approval has been obtained by the Company.


 


Section 3.4.         
Redemption Procedures. Notice of redemption must be provided to the Holders of the Notes to be redeemed not less
than 30 days nor more than 60 days prior to the applicable Redemption Date. The provisions of Article Eleven of the Base Indenture
shall apply to any redemption of the Notes pursuant to this Article 3 unless they are inconsistent with this Article 3.


 


ARTICLE 4


FORM OF NOTES


 


The Notes and the Trustee’s
certificate of authentication thereon are to be substantially in the form attached as Exhibit A hereto, with such changes
therein as the officers of the Company executing the Notes (by manual, electronic or facsimile signature) may approve, such approval
to be conclusively evidenced by their execution thereof.


 






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ARTICLE 5


ISSUE OF NOTES


 


Section 5.1.          
Additional Issues of Notes. The Company may, from time to time, without notice to or the consent of the Holders of
the Notes, issue an unlimited amount of additional subordinated Securities of the same series as the Notes, which Securities will
rank pari passu with the Notes and be identical in all respects to the Notes previously issued except for their issuance
date, the offering price, the interest commencement date and the date of first payment of interest following the issue date of
such additional subordinated Securities in order that such additional subordinated Securities may be consolidated and form a single
series with the Notes outstanding immediately prior to the issuance of such additional subordinated Securities and have the same
terms as to status, redemption or otherwise as the Notes; provided that, if any additional subordinated Securities are not fungible
with the initial Notes for U.S. income tax purposes, such additional subordinated Securities will have a separate CUSIP number.


 


ARTICLE 6


IMMUNITY OF INCORPORATOR, STOCKHOLDERS, EMPLOYEES,


OFFICERS AND DIRECTORS


 


No incorporator, director,
officer, employee or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the
Notes or this Second Supplemental Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting the Notes, each Holder thereof waives and releases all such liability.


 


ARTICLE 7


MISCELLANEOUS


 


Section 7.1.         
Ratification of Base Indenture. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in
all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided; provided that the provisions of this Second Supplemental Indenture apply solely
with respect to the Notes.


 


Section 7.2.         
Trustee Not Responsible for Recitals. The recitals contained herein and the Notes, except the Trustee’s certificate
of authentication, shall be taken as statements of the Company and not those of the Trustee, and the Trustee assumes no responsibility
for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental
Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or of the
proceeds thereof.


 


Section 7.3.         
Governing Law; Waiver of Jury Trial. THIS SECOND SUPPLEMENTAL INDENTURE AND EACH NOTE ISSUED HEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE ISSUER, THE TRUSTEE AND THE HOLDERS OF THE NOTES HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 






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Section 7.4.         
Separability Clause. In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 7.5.         
Counterparts Originals; Electronic Signatures. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile
transmission or by transmission as a PDF e-mail attachment shall constitute effective execution and delivery of this Second Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF e-mail attachment shall be deemed to be their original signatures for all
purposes. The words “execution,” “signed,” “signature,” and words of similar import in this
Indenture and the Notes shall be deemed to include electronic or digital signatures or the keeping of records in electronic form,
each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping
system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global
and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State
Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transmissions Act; provided that,
notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree or accept electronic signatures
in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.


 


Section 7.6.         
Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties to this Second Supplemental Indenture and their successors under this
Second Supplemental Indenture and the Persons in whose names the Notes are registered from time to time, any benefit or any legal
or equitable right, remedy or claim under this Second Supplemental Indenture.


 


Section 7.7.         
Conflict with Base Indenture. To the extent that any provision of this Second Supplemental Indenture relating to
the Notes is inconsistent with any provision of the Base Indenture, such provision of this Second Supplemental Indenture shall
control with respect to the Notes.


 


Section 7.8.         
Trust Indenture Act Controls. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture
Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision
of this Second Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included
in this Second Supplemental Indenture by the Trust Indenture Act, such required or deemed provision shall control.


 






    22


     


    

 


Section 7.9.         
Rights, Protections and Immunities of the Trustee. All of the rights, protections, benefits, immunities and indemnities
afforded or given to the Trustee, the Security Registrar and the Paying Agent pursuant to the Base Indenture shall apply to and
be enforceable by the Trustee, the Security Registrar and the Paying Agent acting in their respective capacities relating to the
Notes and pursuant to this Second Supplemental Indenture mutatis mutandi as if set forth and incorporated herein. The Trustee,
the Security Registrar and the Paying Agent is acting hereunder, not in its individual capacity, but solely in its capacity as
Trustee, Security Registrar or Paying Agent, as applicable, for the Notes under the Indenture.


  


Section 7.10.     
USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee,
like all financial institutions and in order to help the government fight the funding of terrorism and money laundering, are required
to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an
account with it. The Company agrees that it will provide the Trustee with such information as the Trustee may request to satisfy
the requirements of the USA PATRIOT Act.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]





 






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IN WITNESS WHEREOF,
the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.


 


	 	PACIFIC PREMIER BANCORP, INC.
	 	 
	 	By:	/s/
    Ronald J. Nicolas, Jr.
	 	 	Name: Ronald J. Nicolas, Jr.
	 	 	Title: Senior Executive
    Vice President and Chief Financial Officer



 


[Signature Page to Second Supplemental
Indenture]


 






    


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	/s/ Michael Wass
	 	 	Name: Michael Wass
	 	 	Title: Vice President



 


[Signature Page to Second Supplemental
Indenture]


 


 






    


     


    

 








EXHIBIT A


 


THIS SECURITY AND THE OBLIGATIONS OF
THE COMPANY (AS DEFINED HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED
BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION AND (2) ARE
SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


 


GLOBAL NOTE


 


THIS SECURITY IS A GLOBAL NOTE WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,
WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 






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PACIFIC PREMIER BANCORP, INC.


5.375% Fixed-to-Floating Rate Subordinated
Note due June 15, 2030


 


	
        No. 1

        $150,000,000
	
        CUSIP 69478X AE5

        ISIN US69478XAE58



 


PACIFIC PREMIER BANCORP, Inc., a Delaware
corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal
sum of $150,000,000 (or such other amount as set forth in the Schedule of Increases or Decreases in Global Note attached hereto)
on June 15, 2030 (such date is hereinafter referred to as the “Stated Maturity Date”), unless redeemed prior
to such date, and to pay interest thereon (i) from, and including, June 15, 2020 to, but excluding, June 15, 2025 or any earlier
redemption date, at a rate of 5.375% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing
December 15, 2020 and ending on June 15, 2025 (each such payment date, a “Fixed Rate Interest Payment Date,”
with the period from, and including, June 15, 2020 to, but excluding, the first Fixed Rate Interest Payment Date and each successive
period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date being
a “Fixed Rate Period”) and (ii) from, and including, June 15, 2025 to, but excluding, the Stated Maturity Date
or any earlier redemption date, at a rate equal to the then-current Benchmark, reset quarterly, plus 517 basis points (5.17%),
payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing June 15, 2025 through
the Stated Maturity Date or any earlier redemption date (each such payment date, a “Floating Rate Interest Payment Date,”
and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,” with the period from,
and including, June 15, 2025 to, but excluding, the first Floating Rate Interest Payment Date and each successive period from,
and including a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being a “Floating
Rate Period”). Interest payable on this Note during any Fixed Rate Period shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. In the event that any scheduled Fixed Rate Interest Payment date on this Note falls on
a day that is not a Business Day, then payment of interest payable on such Fixed Rate Interest Payment Date will be postponed to
the next succeeding day that is a Business Day and no additional interest shall accrue. Interest payable on this Note during any
Floating Rate Period shall be computed on the basis of a 360-day year and the actual number of days in such Floating Rate Period.
All percentages used in or resulting from any calculation of the then-current Benchmark shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. In the event that any scheduled Floating
Rate Interest Payment Date on this Note falls on a day that is not a Business Day, then payment of interest payable on such Floating
Rate Interest Payment Date will be postponed to the next succeeding day that is a Business Day, unless such day falls in the next
succeeding calendar month, in which case such Floating Rate Interest Payment Date will be accelerated to the immediately preceding
day that is a Business Day, and, in each case, the amounts payable on such Business Day will include interest accrued to, but excluding,
such Business Day. Notwithstanding the foregoing, if the Benchmark is less than zero, the Benchmark shall be deemed to be zero.


 






    A-2


     


    

 


Any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the applicable rate set forth in the previous paragraph (to the
extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid
or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly
provided for, (i) on any Fixed Rate Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name
this Note is registered at the close of business on the Fixed Rate Interest Record Date for such interest, which shall be the close
of business on the June 1 or December 1 (whether or not a Business Day) immediately preceding such Fixed Rate Interest Payment
Date, through June 15, 2025, and (ii) thereafter, the interest so payable, and punctually paid or duly provided for on any Floating
Rate Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Floating Rate Interest Record Date for such interest, which shall be the close of business on the March
1, June 1, September 1 or December 1 (whether or not a Business Day) immediately preceding such Floating Rate Interest Payment
Date.


 


Payment of the principal of and interest
on this Note will be made at an office or agency of the Company maintained for that purpose, which shall initially be the Corporate
Trust Office of the Trustee, in such currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.


 


Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


[SIGNATURE PAGE FOLLOWS]





 



    A-3


     


    

 





IN WITNESS WHEREOF,
the Company has caused this Note to be signed manually, electronically or by facsimile by its duly authorized officer.


 


	 	PACIFIC PREMIER BANCORP, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer
	 	Date:



 









    A-4


     


    

 





REVERSE OF NOTE


PACIFIC PREMIER BANCORP, INC.


5.375% Fixed-to-Floating Rate Subordinated
Notes due June 15, 2030


 


This Note is one of
a duly authorized issue of Securities of the Company of a series designated as the “5.375% Fixed-to-Floating Rate Subordinated
Notes due June 15, 2030” (herein called the “Notes”) initially issued in an aggregate principal amount
of $150,000,000 on June 15, 2020. Such series of Securities has been established pursuant to, and is one of an indefinite number
of series of subordinated debt securities of the Company issued or issuable under and pursuant to the Indenture, dated as of May
8, 2019 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as Trustee (herein
called the “Trustee,” which term includes any successor trustee), as supplemented and amended by the Second
Supplemental Indenture between the Company and the Trustee, dated as of June 15, 2020 (the “Second Supplemental Indenture,”
and the Base Indenture as supplemented and amended by the Second Supplemental Indenture, the “Indenture”), to
which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Persons in whose names Notes are registered
from time to time and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions
and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the
terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms,
conditions and other provisions of this Note shall govern to the extent that such terms, conditions and other provisions of this
Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by the Trust Indenture Act.


 


All capitalized terms
used in this Note and not defined herein that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
To the extent that any capitalized term used in this Note and defined herein is also defined in the Indenture but conflicts with
the definition provided in the Indenture, the definition of the capitalized term in this Note shall control.


 


The indebtedness of
the Company evidenced by the Notes, including the principal thereof, and premium, if any, and interest thereon, is, to the extent
and in the manner set forth in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date hereof or hereafter incurred, and on the terms and subject to the terms and conditions
set forth in the Indenture, and shall rank pari passu in right of payment with all other Securities and other unsecured
subordinated indebtedness of the Company which are not by their terms subordinate and subject in right of payment to the prior
payment in full of debentures, notes, bonds or other evidences of indebtedness of types that include the Notes. Each Holder of
this Note, by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.


 


The Notes are intended
to be treated as Tier 2 capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes of
capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or any successor regulatory authority with
jurisdiction over bank holding companies) (the “Federal Reserve Board”) as then in effect and applicable to
the Company. If an Event of Default with respect to Notes shall occur and be continuing, the principal and interest owed on the
Notes shall only become due and payable in accordance with the terms and conditions set forth in Sections 501(6) and (7) of the
Base Indenture and Section 2.7 of the Second Supplemental Indenture. Accordingly, the Holder of this Note has no right to accelerate
the maturity of this Note in the event that the Company fails to pay interest on any of the Notes, or fails to perform any other
obligations under the Notes or in the Indenture that are applicable to the Notes.


 






    A-5


     


    

 


The Company may, at
its option, redeem the Notes, in whole or in part, on any Interest Payment Date on or after June 15, 2025. The Company may also,
at its option, redeem the Notes before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of
a Tier 2 Capital Event, a Tax Event or a 1940 Act Event. Any such redemption will be at a Redemption Price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date fixed by
the Company. No redemption of the Notes by the Company prior to the Stated Maturity Date shall be made without the prior approval
of the Federal Reserve Board if such prior approval is or will be required at the scheduled Redemption Date. The provisions of
Article Eleven of the Base Indenture and Article 3 of the Second Supplemental Indenture shall apply to the redemption of any Notes
by the Company.


 


The Notes are not entitled
to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities or property of
the Company or any Subsidiary of the Company.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of at least
a majority in principal amount of the Outstanding Notes, and in some limited instances prescribed therein, even without such consent.
The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon all Holders of this Note and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register
described in Section 305 of the Base Indenture, upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 






    A-6


     


    

 


The Notes are issuable
only in registered form without coupons in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof.


 


The Company and the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


This Security is
a global note, represented by one or more permanent global certificates registered in the name of the nominee of The Depository
Trust Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly, unless and until
it is exchanged for individual certificates, this Note may not be transferred except as a whole by The Depository Trust Company
(the “Depositary”) to a nominee of such Depositary or by a nominee of such Depositary or by the Depositary or any nominee
to a successor Depositary or any nominee of such successor. Ownership of beneficial interests in this Security will be shown on,
and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary or its nominee
(with respect to interest of persons that have accounts with the Depositary (“Participants”)) and the records of Participants
(with respect to interests of persons other than Participants). Beneficial interests in the Notes owned by persons that hold through
Participants will be evidenced only by, and transfers of such beneficial interests with such Participants will be effected only
through, records maintained by such Participants. Except as provided below, owners of beneficial interests in this Note will not
be entitled to have any individual certificates and will not be considered the owners or Holders thereof under the Indenture.


 


Except in the limited
circumstances set forth in the Base Indenture, Participants and owners of beneficial interests in the Global Notes will not be
entitled to receive Notes in the form of Individual Securities and will not be considered Holders of Notes. None of the Company,
the Trustee, the Security Registrar, the Paying Agent or any of their respective agents will be liable for any delay by the Depositary,
its nominee or any direct or indirect Participant in identifying the beneficial owners of the related Notes. The Company, the Trustee,
the Security Registrar, the Paying Agent and each of their respective agents may conclusively rely on, and will be protected in
relying on, instructions from the Depositary or its nominee for all purposes, including with respect to the registration and delivery,
and the respective principal amounts, of the Notes to be issued.


 


Except as provided
in Section 305 of the Base Indenture, beneficial owners of Global Notes will not be entitled to receive physical delivery of Notes
in the form of Individual Securities, and no Global Note will be exchangeable except for another Global Note of like denomination
and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest
in a Global Note must rely on the procedures of the Depositary and, if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest, to exercise any rights of a Holder under the Notes.


 






    A-7


     


    

 


The laws of some
jurisdictions may require that certain purchasers of securities take physical delivery of those securities in definitive form.
Accordingly, the ability to transfer interests in the Notes represented by a Global Note to those persons may be limited. In addition,
because the Depositary can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through
Participants, the ability of a person having an interest in the Notes represented by a Global Note to pledge or transfer such interest
to persons or entities that do not participate in the Depositary’s system, or otherwise to take actions in respect of such
interest, may be affected by the lack of a physical definitive security in respect of such interest. None of the Company, the Trustee,
the Paying Agent and the Security Registrar will have any responsibility or liability for any aspect of the records relating to
or payments made on account of the Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary
relating to the Notes.


 


The Trustee will act
as the Company’s Paying Agent with respect to the Notes through its Corporate Trust Office. The Company may at any time rescind
the designation of a Paying Agent, appoint a successor Paying Agent, or approve a change in the office through which any Paying
Agent acts.


 


Notices to the Holders
of registered Notes in the form of individual Securities will be given to such Holders at their respective addresses in the Security
Register, or in the case of Global Notes, electronic delivery in accordance with DTC’s applicable procedures. The Indenture
contains provisions setting forth certain conditions to the institution of proceedings by the Holders of the Notes with respect
to the Indenture or for any remedy under the Indenture.


 


THIS NOTE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK.


 












    A-8


     


    




 


ASSIGNMENT FORM


 


To assign the within
Security, fill in the form below: I or we assign and transfer the within Security to:


 


	(Insert assignee’s legal name)
	 
	(Insert assignee’s social security or tax I.D. no.)
	 
	(Print or type assignee’s name, address and zip code)


 


and irrevocably appoint such assignee as
agent to transfer this Security on the books of Pacific Premier Bancorp, Inc. The agent may substitute another to act for it.


 


Your Signature:


 


(Sign exactly as your name appears on
the other side of this Security)


 


Your Name:


 


Date:


 


Signature Guarantee:


 


SIGNATURE GUARANTEE


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
 “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    A-9


     


    

 


SCHEDULE OF INCREASES OR DECREASES
IN GLOBAL NOTE


 


The initial principal
amount of this Global Note is $150,000,000. The following increases or decreases in the principal amount of this Global Note have
been made:


 


	Date	 	Amount of increase in

 principal amount of this

 Global Note	 	Amount of decrease in

 principal amount of this

 Global Note	 	Principal amount of this

 Global Note following such

 increase or decrease	 	Signature of authorized

 signatory of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 






    A-10