be Executed by Non-U.S. Persons
iii
AMENDED AND RESTATED DECLARATION OF TRUST
OF
PPBI TRUST I
March 25, 2004
AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented from time
to time in accordance with the terms hereof, this "Declaration"), dated and
effective as of March 25, 2004, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.
WHEREAS, certain of the Trustees and the Sponsor established PPBI Trust I (the
"Trust"), a statutory trust under the Statutory Trust Act (as defined herein),
pursuant to a Declaration of Trust, dated as of March 17, 2004 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on March 17, 2004, for the sole purpose of issuing and
selling the Securities (as defined herein) representing undivided beneficial
interests in the assets of the Trust, investing the proceeds thereof in the
Debentures (as defined herein) of the Debenture Issuer (as defined herein) and
engaging in those activities necessary, advisable or incidental thereto;
WHEREAS, as of the date hereof, no interests in the assets of the Trust have
been issued; and
WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration.
NOW, THEREFORE, it being the intention of the parties hereto to continue the
Trust as a statutory trust under the Statutory Trust Act and that this
Declaration constitutes the governing instrument of such statutory trust, and
that all assets contributed to the Trust will be held in trust for the benefit
of the holders, from time to time, of the Securities, subject to the provisions
of this Declaration, and, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties, intending to be legally bound hereby, amend and
restate in its entirety the Original Declaration and agree as follows:
ARTICLE I
INTERPRETATION AND DEFINITIONS
SECTION 1.1.
DEFINITIONS.
UNLESS THE CONTEXT OTHERWISE REQUIRES:
(A)
CAPITALIZED TERMS USED IN THIS DECLARATION
BUT NOT DEFINED IN THE PREAMBLE ABOVE OR ELSEWHERE HEREIN HAVE THE RESPECTIVE
MEANINGS ASSIGNED TO THEM IN THIS SECTION 1.1 OR, IF NOT DEFINED IN THIS
SECTION 1.1 OR ELSEWHERE HEREIN, IN THE INDENTURE;
(B)
A TERM DEFINED ANYWHERE IN THIS DECLARATION
HAS THE SAME MEANING THROUGHOUT;
(C)
ALL REFERENCES TO "THE DECLARATION" OR
"THIS DECLARATION" ARE TO THIS DECLARATION AND EACH ANNEX AND EXHIBIT HERETO, AS
MODIFIED, SUPPLEMENTED OR AMENDED FROM TIME TO TIME;
(D)
ALL REFERENCES IN THIS DECLARATION TO
ARTICLES AND SECTIONS AND ANNEXES AND EXHIBITS ARE TO ARTICLES AND SECTIONS OF
AND ANNEXES AND EXHIBITS TO THIS DECLARATION UNLESS OTHERWISE SPECIFIED;
(E)
A TERM DEFINED IN THE TRUST INDENTURE ACT
(AS DEFINED HEREIN) HAS THE SAME