HOPE BANCORP INC (Form: 8-K, Received: 08/01/2016 17:19:08)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2016

Hope Bancorp, Inc.

(Exact name of registrant as specified in its charter)



Delaware	000-50245	95-4849715
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)



3200 Wilshire Boulevard, Suite 1400, Los Angeles, CA	90010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (213) 387-3200.

BBCN Bancorp, Inc. 3731 Wilshire Blvd, Suite 1000, Los Angeles, CA, 90010

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.01	Completion of Acquisition or Disposition of Assets.

Effective at the close of business on July 29, 2016 (the “Effective Time”), Hope Bancorp, Inc. (previously known as BBCN Bancorp, Inc., the “Company”) completed its previously-announced merger with Wilshire Bancorp, Inc. (“Wilshire”) pursuant to the Agreement and Plan of Merger, dated as of December 7, 2015, by and between the Company and Wilshire (the “Merger Agreement”). At the Effective Time, Wilshire merged with and into the Company, with Company being the surviving corporation (the “Merger”). At the Effective Time, the Company changed its name to “Hope Bancorp, Inc.” and changed its ticker symbol to “HOPE”. Pursuant to the Merger Agreement, holders of Wilshire common stock have the right to receive 0.7034 of a share of common stock of the Company for each share of Wilshire common stock held immediately prior to the effective time of the Merger, with cash to be paid in lieu of fractional shares. At the Effective Time, (i) each outstanding option to acquire shares of Wilshire common stock was converted into a right to acquire shares of the Company’s common stock, subject to adjustments to the exercise price and number of shares issuable upon exercise of such option based on the 0.7034 exchange ratio; and (ii) each restricted share of Wilshire common stock was converted into restricted shares of the Company’s common stock, as adjusted by the 0.7034 exchange ratio. The pre-merger outstanding shares of the Company’s common stock remained outstanding and were not affected by the Merger.

Immediately after the Merger, Wilshire Bank, a California state-chartered bank and a wholly owned subsidiary of Wilshire, merged with and into BBCN Bank, a California state-chartered bank and a wholly owned subsidiary of the Company, with BBCN Bank surviving the merger and continuing its corporate existence under the name “Bank of Hope.”

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.



Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

In connection with the Merger, the Company assumed all of Wilshire’s obligations with respect to the following outstanding trust preferred securities:

(i)

$20,619,000 of Floating Rate Junior Subordinated Notes due June 30, 2037, originally issued by Saehan Bancorp pursuant to an Indenture between Saehan Bancorp and Wilmington Trust Company, as Trustee, dated as of March 30, 2007 and supplemented by the First Supplemental Indenture between Wilshire and Wilmington Trust Company dated as of November 20, 2013, pursuant to which Wilshire assumed Saehan Bancorp’s obligations under the Indenture, and that certain Second Supplemental Indenture dated as of July 29, 2016 (as so supplemented, “Indenture I”), which debentures bear a rate of interest, which adjusts quarterly, equal to the three-month London Interbank Offered Rate (“LIBOR”) plus 1.62%;

(ii)

$20,619,000 of Floating Rate Junior Subordinated Deferrable Interest Debentures due March 17, 2035, originally issued by Wilshire pursuant to an Indenture between Wilshire and Wilmington Trust Company, as Trustee, dated as of March 17, 2005 and supplemented by that certain First Supplemental Indenture dated as of July 29, 2016 (as so supplemented, “Indenture II”), which debentures bear a rate of interest, which adjusts quarterly, equal to the three-month LIBOR plus 1.79%;

(iii)

$15,464,000 of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due September 15, 2035, originally issued by Wilshire pursuant to an Indenture between Wilshire and Wilmington Trust Company, as Trustee, dated as of September 15, 2005 and supplemented by that certain First Supplemental Indenture dated as of July 29, 2016 (as so supplemented, “Indenture III”), which debentures bear a rate of interest, which adjusts quarterly, equal to the three-month LIBOR plus 1.40%; and

(iv)

$25,774, 000 of Junior Subordinated Debt Securities due September 15, 2037, originally issued by Wilshire pursuant to an Indenture between Wilshire and U.S. Bank National Association (as successor in interest to LaSalle Bank National Association), as Trustee, dated as of July 10, 2007 and supplemented by that certain First Supplemental Indenture dated as of July, 29, 2016 (as so supplemented, “Indenture IV”), which debentures bear a rate of interest, which adjusts quarterly, equal to the three-month LIBOR plus 1.38%.

The Company assumed Wilshire’s obligations (i) in connection with Indenture I, pursuant to a Second Supplemental Indenture dated as of July 29, 2016 by and between the Company and Wilmington Trust Company; (ii) in connection with Indenture II, pursuant to a First Supplemental Indenture dated as of July 29, 2016 by and between the Company and Wilmington Trust Company; (iii) in connection with Indenture III, pursuant to a First Supplemental Indenture dated as of July 29, 2016 by and between the Company and Wilmington Trust Company; and (iv) in connection with Indenture IV, pursuant to a First Supplemental Indenture dated as of July 29, 2016 by and among the Company, Wilshire and U.S Bank National Association.

The descriptions contained herein of Indenture I, Indenture II, Indenture III, Indenture IV and the foregoing supplemental indentures are qualified in their entirety by reference to the terms of such documents, each of which is attached hereto as an exhibit and incorporated herein by reference.



Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, as contemplated by the terms of the Merger Agreement, the board of directors of the Company (the “Board”) amended the Company’s bylaws to expand the size of the Board to 16 directors. Nine directors of the Board consist of the following persons who served as a director of the Company immediately prior to the effective time of the Merger: Jinho Doo, Jin Chul Jhung, Kevin S. Kim, Chung Hyun Lee, William J. Lewis, David P. Malone, Gary E. Peterson, Scott Yoon-Suk Whang and Dale S. Zuehls (each a “Continuing BBCN Director”). In addition, the Board appointed the following seven persons (each of whom served as a director of Wilshire immediately prior to the effective time of the Merger) to serve as directors of the Company effective as of the effective time of the Merger: Donald D. Byun, Steven J. Didion, Daisy Y. Ha, Lawrence Jeon, Steven S. Koh, Craig Mautner and John R. Taylor (each a “Continuing Wilshire Director”).

As provided in the Merger Agreement, Steven S. Koh will be Chairman of the Board of the Company and the Company’s bank subsidiary. Keven S. Kim will be the President and Chief Executive Officer of the Company and the Company’s bank subsidiary. In addition, the Nomination and Governance Committee and Human Resources and Compensation Committee will each be chaired by a Continuing BBCN Director, the Lead Independent Director will be a Continuing BBCN Director and the chair of Executive Committee will be served by a Continuing Wilshire Director.

In connection with the Merger, the previously disclosed separation and release agreement (the “Separation and Release Agreement”) was entered into by and among Jae Whan Yoo, Wilshire and Wilshire Bank, terminating Mr. Yoo’s employment with Wilshire and Wilshire Bank, including as President and Chief Executive Officer, at the Effective Time. Subject to the terms of the Separation and Release Agreement (including the release of claims thereunder), Mr. Yoo will receive (i) any accrued but unpaid compensation through the date of termination; (ii) acceleration of all unvested stock options granted to him prior to termination; and (iii) a retention payment equal to his annual base salary of $400,000, less the amount of severance payments that may be due to Mr. Yoo under his employment agreement with Wilshire. Under his employment agreement with Wilshire, Mr. Yoo is entitled to severance payments in an amount equal to the lesser of twelve months of his base salary or the duration of the remaining term of his employment agreement. Mr. Yoo also entered into a previously disclosed consulting agreement with the Company (the “Consulting Agreement”), as of the closing of the Merger, to provide advisory services to the Company for a twelve-month term following the closing of the Merger. During the term of the Consulting Agreement, Mr. Yoo will be entitled to a monthly consultant fee of $25,000 and Mr. Yoo and his spouse will be entitled to continue to participate in the group health insurance plans of the Company to the same extent and at the same cost to Mr. Yoo as an executive of the Company. The foregoing description is qualified in its entirety by the full text of the forms of the Separation and Release Agreement and Consultant Agreement, which are incorporated by reference herein and filed respectively as Exhibit 10.1 and 10.2 attached hereto.



Item 5.03	Amendments to Articles of Incorporation or Bylaws; Name Change.

At the Effective Time, Wilshire merged with and into BBCN, with BBCN being the surviving corporation under the new name “Hope Bancorp, Inc.” Upon the filing of the Certificate of Merger with the Delaware Secretary of State on July 29, 2016 to effect the Merger (the “Certificate of Merger”), the Company's Certificate of Incorporation was deemed amended to reflect the change in the Company's corporate name.

In connection with the Merger, the Company also amended its bylaws to reflect the name change and give effect to provisions of the Merger Agreement concerning the composition of the Board of Directors and designation of the Chairman, the chairs of the Nomination and Governance Committee, Human Resources and Compensation Committee and Executive Committee and the Lead Independent Director.

The foregoing descriptions of the amendment to the Company’s Certificate of Incorporation and bylaw amendment are qualified in their entirety by reference to the full text of the amendment to the Company’s Certificate of Incorporation (in the form of the Certificate of Merger) and the amendment to the bylaws of the Company, which are included respectively as Exhibit 3.1 and Exhibit 3.2 hereto and incorporated herein by reference.



Item 8.01	Other Events.

On July 29, 2016, the Company and Wilshire issued a joint press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description of Exhibit

(a) Financial statements of businesses acquired.

The unaudited consolidated financial statements of Wilshire as of March 31, 2016, and for the three-month periods ended March 31, 2016 and 2015, were filed as part of Wilshire's March 31, 2016 Form 10-Q filing and are incorporated herein by reference.

(b) Pro forma financial information.

Unaudited pro forma condensed combined financial statements reflecting the Merger were filed as part of Amendment No. 3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-210002) and are incorporated herein by reference .

(d) Exhibits.



2.1	Agreement and Plan of Merger by and between BBCN Bancorp, Inc. and Wilshire Bancorp, Inc. dated as of December 7, 2015 (Attached as Annex A to the Company’s definitive proxy statement relating to the merger and the Company’s annual meeting of stockholders filed on May 27, 2016 as part of Amendment No. 3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-210002) and incorporated herein by reference).
3.1	Certificate of Merger of Wilshire Bancorp, Inc. with and into BBCN Bancorp, Inc.
3.2	Certificate of Amendment to Bylaws of Hope Bancorp, Inc.
4.1	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and Wilmington Trust Company dated as of March 30, 2007 (incorporated by reference to Exhibit 4.11 to Wilshire Bancorp, Inc.’s (Commission File Number 000-50923) Form 10-K, as filed with the SEC on March 14, 2014).
4.2	Second Supplemental Indenture dated as of July 29, 2016 by and Hope Bancorp, Inc., and Wilmington Trust Company.
4.3	Form of Floating Rate Junior Subordinated Note due 2037 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.1).
4.4	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and Wilmington Trust Company dated as of March 17, 2005 (incorporated by reference to Exhibit 4.6 to Wilshire Bancorp, Inc.'s (Commission File Number 000-50923) Form 10-K, as filed with the SEC on March 16, 2007).
4.5	First Supplemental Indenture dated as of July 29, 2016 by and between Hope Bancorp, Inc. and Wilmington Trust Company.
4.6	Form of Floating Rate Junior Subordinated Deferrable Interest Debenture due 2035 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.4).
4.7	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and Wilmington Trust Company dated as of September 15, 2005 ( incorporated by reference to Exhibit 4.9 to Wilshire Bancorp, Inc.’s (Commission File Number 000-50923) Form 10-K, as filed with the SEC on March 16, 2007).
4.8	First Supplemental Indenture dated as of July 29, 2016 by and between Hope Bancorp, Inc. and Wilmington Trust Company.
4.9	Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture due 2035 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.7).
4.10	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and U.S. Bank National Association (as successor to LaSalle Bank National Association) dated as of July 10, 2007 (incorporated by reference to Exhibit 4.12 to Wilshire Bancorp, Inc.'s (Commission File Number 000-50923) form 10-Q, as filed with the SEC on November 9, 2007).
4.11	First Supplemental Indenture dated as of July 29, 2016 by and among BBCN Bancorp, Inc., Wilshire Bancorp, Inc. and U.S. Bank National Association.
4.12	Form of Junior Subordinated Debt Security due 2037 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.10).
10.1	Form of Separation and Release Agreement, by and between Wilshire Bancorp, Inc., Wilshire Bank and Jae Whan Yoo (Filed as Exhibit 10.10 to the Company’s definitive proxy statement relating to the merger and the Company’s annual meeting of stockholders filed on May 27, 2016 as part of Amendment No. 3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-210002) and incorporated herein by reference).
10.2	Form of Consulting Agreement, by and between BBCN Bancorp, Inc. and Jae Whan Yoo (Filed as Exhibit 10.11 to the Company’s definitive proxy statement relating to the merger and the Company’s annual meeting of stockholders filed on May 27, 2016 as part of Amendment No. 3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-210002) and incorporated herein by reference).
99.1	Press Release, dated July 29, 2016, concerning the completion of the merger of BBCN Bancorp and Wilshire Bancorp.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Hope Bancorp, Inc.

Date: August 1, 2016	/s/ Kevin S. Kim
	Kevin S. Kim
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description of Exhibit



2.1	Agreement and Plan of Merger by and between BBCN Bancorp, Inc. and Wilshire Bancorp, Inc. dated as of December 7, 2015 (Attached as Annex A to the Company’s definitive proxy statement relating to the merger and the Company’s annual meeting of stockholders filed on May 27, 2016 as part of Amendment No. 3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-210002) and incorporated herein by reference).
3.1	Certificate of Merger of Wilshire Bancorp, Inc. with and into BBCN Bancorp, Inc.
3.2	Certificate of Amendment to Bylaws of Hope Bancorp, Inc.
4.1	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and Wilmington Trust Company dated as of March 30, 2007 (incorporated by reference to Exhibit 4.11 to Wilshire Bancorp, Inc.’s (Commission File Number 000-50923) Form 10-K, as filed with the SEC on March 14, 2014).
4.2	Second Supplemental Indenture dated as of July 29, 2016 by and Hope Bancorp, Inc., and Wilmington Trust Company.
4.3	Form of Floating Rate Junior Subordinated Note due 2037 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.1).
4.4	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and Wilmington Trust Company dated as of March 17, 2005 (incorporated by reference to Exhibit 4.6 to Wilshire Bancorp, Inc.'s (Commission File Number 000-50923) Form 10-K, as filed with the SEC on March 16, 2007).
4.5	First Supplemental Indenture dated as of July 29, 2016 by and between Hope Bancorp, Inc. and Wilmington Trust Company.
4.6	Form of Floating Rate Junior Subordinated Deferrable Interest Debenture due 2035 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.4).
4.7	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and Wilmington Trust Company dated as of September 15, 2005 ( incorporated by reference to Exhibit 4.9 to Wilshire Bancorp, Inc.’s (Commission File Number 000-50923) Form 10-K, as filed with the SEC on March 16, 2007).
4.8	First Supplemental Indenture dated as of July 29, 2016 by and between Hope Bancorp, Inc. and Wilmington Trust Company.
4.9	Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture due 2035 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.7).
4.10	Indenture between Hope Bancorp, Inc. (as successor to Wilshire Bancorp, Inc.) and U.S. Bank National Association (as successor to LaSalle Bank National Association) dated as of July 10, 2007 (incorporated by reference to Exhibit 4.12 to Wilshire Bancorp, Inc.'s (Commission File Number 000-50923) form 10-Q, as filed with the SEC on November 9, 2007).
4.11	First Supplemental Indenture dated as of July 29, 2016 by and among BBCN Bancorp, Inc., Wilshire Bancorp, Inc. and U.S. Bank National Association.
4.12	Form of Junior Subordinated Debt Security due 2037 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.10).
10.1	Form of Separation and Release Agreement, by and between Wilshire Bancorp, Inc., Wilshire Bank and Jae Whan Yoo (Filed as Exhibit 10.10 to the Company’s definitive proxy statement relating to the merger and the Company’s annual meeting of stockholders filed on May 27, 2016 as part of Amendment No. 3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-210002) and incorporated herein by reference).
10.2	Form of Consulting Agreement, by and between BBCN Bancorp, Inc. and Jae Whan Yoo (Filed as Exhibit 10.11 to the Company’s definitive proxy statement relating to the merger and the Company’s annual meeting of stockholders filed on May 27, 2016 as part of Amendment No. 3 to the Company’s Registration Statement on Form S-4 (Registration No. 333-210002) and incorporated herein by reference).
99.1	Press Release, dated July 29, 2016, concerning the completion of the merger of BBCN Bancorp and Wilshire Bancorp.

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

WILSHIRE BANCORP, INC. WITH AND INTO

BBCN BANCORP, INC.

July 29, 2016

Pursuant to Section 252 of the General Corporation Law of the State of Delaware (the “ DGCL ”), BBCN Bancorp, Inc. , a Delaware corporation ( “ BBCN ” ), in connection with the merger of Wilshire Bancorp, Inc. , a California corporation (“ Wilshire ”), with and into BBCN (the “ Merger ”), hereby certifies as follows:

FIRST : The name and state of incorporation of each of the constituent corporations participating in the Merger (the “ Constituent Corporations ”) are as follows:

Name State of Incorporation

BBCN Bancorp, Inc . Delaware

Wilshire Bancorp, Inc. California

SECOND : The Agreement and Plan of Merger, dated December 7, 2015, by and between the Constituent Corporations (the “ Merger Agreement ”) has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 252 of the DGCL.

THIRD : BBCN shall be the surviving corporation in the Merger and will continue its existence under the name “Hope Bancorp, Inc.” (the “ Surviving Corporation ”) upon the effective time of the Merger.

FOURTH : The Certificate of Incorporation of BBCN shall be the Certificate of Incorporation of the Surviving Corporation, except that Article I of BBCN’s Certificate of Incorporation is hereby amended and restated in its entirety as follows:

“I.

The name of this corporation is Hope Bancorp, Inc.”

FIFTH : The Merger is to become effective at the close of business at 8:01 p.m. Eastern Daylight Time on the date of the filing and acceptance of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH : The Merger Agreement is on file at 3200 Wilshire Boulevard, Suite 1400, Los Angeles, California 90010, the principal place of business of the Surviving Corporation .

SEVENTH : A copy of the Merger Agreement will be furnished by the Surviving Corporation on request and without cost, to any stockholder or shareholder, as the case may be, of any of the Constituent Corporations.

EIGHTH : The authorized capital stock of Wilshire consists of 200,000,000 share of common stock, no par value, and 5,000,000 shares of preferred stock, $1,000 par value.

[ Signature page follows ]

IN WITNESS WHEREOF , said corporation has caused this Certificate of Merger to be signed by an authorized officer, as of the date first set forth above.

BBCN Bancorp, Inc.

By: /s/ Kevin S. Kim .

Authorized Officer

Name: Kevin S. Kim

Title: President and Chief Executive Officer

[Signature Page to Certificate of Merger]

CERTIFICATE OF AMENDMENT

BYLAWS

HOPE BANCORP, INC.

The undersigned, Kevin S. Kim, hereby certifies that:

1. He is the duly elected and acting President and Chief Executive Officer of Hope Bancorp, Inc., a Delaware corporation formerly known as BBCN Bancorp, Inc. (the “Corporation”).

2. Effective at the close of business on July 29, 2016, each reference in the Amended and Restated Bylaws of the Corporation, dated as February 19, 2015 (the “Bylaws”), to “BBCN Bancorp, Inc.” is hereby amended to refer to the Corporation’s new name, “Hope Bancorp, Inc.”

3. Effective at the close of business on July 29, 2016, t he Bylaws are hereby further amended to add the following new Article II, Section 9:

Section 9. Board Composition and Other Governance Matters at Merger Effective Time

9.1 The Board of Directors has resolved that the governance and other provisions set forth in this Article II, Section 9 shall apply and become effective at the Effective Time (as defined in the Agreement and Plan of Merger, dated as of December 7, 2015, by and between the Corporation and Wilshire Bancorp, Inc. (“WIBC”), as may be amended from time to time (the “Merger Agreement”)).

9.2 The Board of Directors shall consist of 16 members. Prior to the earlier of (i) the first anniversary of the Effective Date or (ii) the first regularly scheduled Annual Meeting of the Corporation’s stockholders held after the Effective Date, the size of the Board may not be increased or decreased except as provided in Section 9.6 of this Article II. Effective as of the Effective Time, nine members of the Board of Directors shall be current members of the Board of Directors designated by the Corporation (such nine persons being referred to in this Article II, Section 9 as the “Continuing BBCN Directors”), and seven members of the Board of Directors shall be current members of the board of directors of WIBC designated by WIBC (such seven persons being referred to in this Article II, Section 9 as the “Continuing WIBC Directors”).

9.3 Effective as of the Effective Time, Mr. Steven Koh shall serve as Chairman of the Board of Directors.

9.4 Effective as of the Effective Time, Mr. Steven Koh shall serve as Chairman of the board of directors of BBCN Bank.

9.5 Subject to any independence and expertise requirements under Applicable Legal Requirements, at the Effective Time (i) the Nomination and Governance Committee shall be chaired by a Continuing BBCN Director, (ii) the Human Resources and Compensation Committee of the Board of Directors shall be chaired by a Continuing BBCN Director, (iii) the Lead Independent Director of the Board of Directors shall be a Continuing BBCN director and (iv) the Executive Committee of the Board of Directors shall be chaired by a Continuing WIBC Director.

9.6 This Article II, Section 9 may not be modified, amended or repealed, and any provision of these Bylaws inconsistent with the provisions of this Article II, Section 9 may not be adopted, unless in each case such action has been approved by at least a majority of the Continuing BBCN directors and a majority of the Continuing WIBC directors, in addition to any other approvals which may be required by these Bylaws, the Corporation’s Certificate of Incorporation and Applicable Law. In the event of any inconsistency between any provision of this Article II, Section 9 and any other provision of the Certificate of Incorporation or these Bylaws, the provisions of this Article II, Section 9 shall govern and control.

9.7 Whenever it is stated in this Article II, Section 9 that a specified action shall require the affirmative vote of a specified percentage of the full Board of Directors, if the application of such percentage does not result in a whole number of required votes, the vote required to approve, adopt or ratify any such action shall be the next highest whole number.

4. The foregoing amendments of the Corporation’s Bylaws were duly approved by the Board of Directors of the Corporation on July 14, 2016, and subsequently ratified by the Board of Directors of the Corporation on August 1, 2016, and shall be filed by the undersigned with the corporate records of the Corporation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Bylaws as of this 1st day of August, 2016.

/s/ Kevin S. Kim

Kevin S. Kim

President & Chief Executive Officer

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE dated as of July 29, 2016 (this “Second Supplemental Indenture”) is by and between Wilmington Trust Company, a Delaware trust company, as trustee (herein, together with its successors in interest, the “Trustee”), and Hope Bancorp, Inc. (the “Successor Company”) a Delaware corporation formerly known as BBCN Bancorp, Inc. and the successor by merger with Wilshire Bancorp, Inc., a California corporation (the “Issuer”).

PRELIMINARY STATEMENTS

The Trustee and Saehan Bancorp (“Saehan”) are parties to that certain Junior Subordinated Indenture, dated as of March 30, 2007 (the “Indenture”), pursuant to which Saehan issued $20,619,000 aggregate principal amount of its Floating Rate Junior Subordinated Notes due June 30, 2037 (the “Securities”).

The Trustee and the Issuer are parties to that certain First Supplemental Indenture, dated as of November 20, 2013, pursuant to which the Issuer assumed the obligations of Saehan under the Indenture.

As permitted by Article VIII of the Indenture, the Issuer has, simultaneously with the effectiveness of this Second Supplemental Indenture, merged (referred to herein as the “Transaction”) with and into the Successor Company, with the Successor Company as the surviving corporation. The parties hereto are entering into this Second Supplemental Indenture pursuant to, and in accordance with, Section 8.1, Section 8.2 and Section 9.1 of the Indenture.

AGREEMENT

NOW, THEREFORE , in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee and the Successor Company hereby agree as follows:

SECTION 1. Definitions . All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Interpretation .

(a) In this Second Supplemental Indenture, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa;

(ii) reference to any gender includes the other gender and the neuter;

(iii) the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Second Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually, but nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Second Supplemental Indenture or the Indenture or to modify the Trustee’s rights, privileges and protections under the Indenture;

(v) reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefore and reference to any note or debenture includes modifications thereof and any note or debenture issued in extension or renewal thereof or in substitution or replacement therefor;

(vi) unless otherwise noted as a reference to a Section in the Indenture, reference to any Section means such Section of this Second Supplemental Indenture; and

(vii) the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b) No provision in this Second Supplemental Indenture is to be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

SECTION 3. Assumption of Obligations .

(a) Pursuant to, and in compliance and accordance with, Section 8.1 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of the Company.

(b) Pursuant to, and in compliance and accordance with, Section 8.2 of the Indenture, the Successor Company hereby succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect as if the Successor Company had been originally named in the Indenture as the Company.

(d) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Trust Agreement, dated as of March 30, 2007, as Depositor (as defined in the Trust Agreement) and (ii) the Guarantee Agreement, dated as of March 30, 2007, as Guarantor (as defined in the Guarantee Agreement).

SECTION 4. Representations and Warranties . The Successor Company represents and warrants that:

(a) it is a Person, and it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform the Indenture;

(b) it is the successor by merger of the Company pursuant to a valid merger effected in accordance with applicable law;

(c) this Second Supplemental Indenture is executed and delivered pursuant to Section 8.1, Section 8.2 and Section 9.1 of the Indenture and does not require the consent of the Holders; and

(d) immediately after giving effect to the Transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, has happened and is continuing.

SECTION 5. Conditions of Effectiveness . This Second Supplemental Indenture shall be effective simultaneously with the effectiveness of the Transaction when, and only when, the Trustee has received:

(a) an Officers’ Certificate in accordance with Section 1.2, Section 8.1(c) and Section 9.3 of the Indenture;

(b) an Opinion of Counsel, in form and substance satisfactory to it, in accordance with Section 1.2, Section 8.1(c) and Section 9.3 of the Indenture; and

(c) a counterpart of this Second Supplemental Indenture executed by the Successor Company and has executed a counterpart of this Second Supplemental Indenture.

SECTION 6. Reference to the Indenture .

(a) Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import means and is a reference to the Indenture, as affected, amended and supplemented hereby.

(b) Upon the effectiveness of this Second Supplemental Indenture, each reference in the Securities to the Indenture, including each term defined by reference to the Indenture, means and is a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

(c) The Indenture, as amended and supplemented by the amendment and supplement referred to above, remains in full force and effect and is hereby ratified and confirmed.

SECTION 7. Execution in Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered are deemed to be an original and all of which when taken together constitute one and the same instrument.

SECTION 8. Governing Law; Binding Effect . This Second Supplemental Indenture is to be governed by and construed in accordance with the laws of the State of New York and is binding upon the parties hereto and their respective successors and assigns.

SECTION 9. The Trustee . The Trustee is not responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Successor Company. The recitals of fact contained herein are statements solely of the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF , the parties hereto have caused this Second Supplemental Indenture to be executed and effective as of the date first stated herein, by their respective officers thereunto duly authorized.

THE SUCCESSOR COMPANY:

HOPE BANCORP, INC.

By: /s/ Kevin S. Kim

Name: Kevin S. Kim

Title: President and Chief Executive Officer

THE TRUSTEE:

WILMINGTON TRUST COMPANY,

not in its individual capacity, but solely as Trustee under the Indenture

By: /s/ W. Thomas Morris, II

Name: W. Thomas Morris, II

Title: Vice President

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE dated as of July 29, 2016 (this “First Supplemental Indenture”) is by and between Wilmington Trust Company, a Delaware trust company, as trustee (herein, together with its successors in interest, the “Trustee”), and Hope Bancorp, Inc. (the “Successor Company”), a Delaware corporation formerly known as BBCN Bancorp, Inc. and the successor by merger with Wilshire Bancorp, Inc., a California corporation (the “Company”).

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture, dated as of March 17, 2005 (the “Indenture”), pursuant to which the Company issued $20,619,000 aggregate principal amount of its Floating Rate Junior Subordinated Deferrable Interest Debentures due March 17, 2035 (the “Debentures”).

As permitted by Article XI of the Indenture, the Company has, simultaneously with the effectiveness of this First Supplemental Indenture became effective, merged (referred to herein as the “Transaction”) with and into the Successor Company, with the Successor Company as the surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Section 9.1(a), Section 11.1 and Section 11.2 of the Indenture.

AGREEMENT

SECTION 2. Interpretation .

(a) In this First Supplemental Indenture, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa;

(ii) reference to any gender includes the other gender and the neuter;

(iii) the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Section or other subdivision;

Person in any other capacity or individually, but nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this First Supplemental Indenture or the Indenture or to modify the Trustee’s rights, privileges and protections under the Indenture;

(vi) unless otherwise noted as a reference to a Section in the Indenture, reference to any Section means such Section of this First Supplemental Indenture; and

(vii) the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b) No provision in this First Supplemental Indenture is to be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

SECTION 3. Assumption of Obligations .

(a) Pursuant to, and in compliance and accordance with, Section 11.1 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be kept or performed by the Company.

(b) Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company hereby succeeds to and is substituted for the Company, with the same effect as if it had been named in the Indenture as the Company.

(c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Declaration, as Sponsor (as defined in the Declaration) and (ii) the Guarantee Agreement, dated as of March 17, 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).

SECTION 4. Representations and Warranties . The Successor Company represents and warrants that:

(a) it is a Person, and it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform the Indenture;

(b) it is the successor by merger of the Company pursuant to a valid merger effected in accordance with applicable law; and

(c) this First Supplemental Indenture is executed and delivered pursuant to Section 9.1(a), Section 11.1 and Section 11.2 of the Indenture and does not require the consent of the Securityholders.

SECTION 5. Conditions of Effectiveness . This First Supplemental Indenture shall be effective simultaneously with the effectiveness of the Transaction when, and only when, the Trustee has received:

(a) an Officers’ Certificate in accordance with Section 9.5 and Section 14.6 of the Indenture;

(b) an Opinion of Counsel, in form and substance satisfactory to it, in accordance with Section 9.5, Section 11.3 and Section 14.6 of the Indenture; and

(c) a counterpart of this First Supplemental Indenture executed by the Successor Company and has executed a counterpart of this First Supplemental Indenture.

SECTION 6. Reference to the Indenture .

(a) Upon the effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import means and is a reference to the Indenture, as affected, amended and supplemented hereby.

(b) Upon the effectiveness of this First Supplemental Indenture, each reference in the Debentures to the Indenture, including each term defined by reference to the Indenture, means and is a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

(c) The Indenture, as amended and supplemented by the amendment and supplement referred to above, remains in full force and effect and is hereby ratified and confirmed.

SECTION 7. Execution in Counterparts . This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered are deemed to be an original and all of which when taken together constitute one and the same instrument.

SECTION 8. Governing Law; Binding Effect . This First Supplemental Indenture is to be governed by and construed in accordance with the laws of the State of New York and is binding upon the parties hereto and their respective successors and assigns.

SECTION 9. The Trustee . The Trustee is not responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Successor Company. The recitals of fact contained herein are statements solely of the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF , the parties hereto have caused this First Supplemental Indenture to be executed and effective as of the date first stated herein, by their respective officers thereunto duly authorized.

THE SUCCESSOR COMPANY:

HOPE BANCORP, INC.

By: /s/ Kevin S. Kim

Name: Kevin S. Kim

Title: President and Chief Executive Officer

THE TRUSTEE:

WILMINGTON TRUST COMPANY,

not in its individual capacity, but solely as Trustee under the Indenture

By: /s/ W. Thomas Morris, II

Name: W. Thomas Morris, II

Title: Vice President

FIRST SUPPLEMENTAL INDENTURE

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture, dated as of September 15, 2005 (the “Indenture”), pursuant to which the Company issued $15,464,000 aggregate principal amount of its Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due September 15, 2035 (the “Debentures”).

As permitted by Article XI of the Indenture, the Company has, simultaneously with the effectiveness of this First Supplemental Indenture, merged (referred to herein as the “Transaction”) with and into the Successor Company, with the Successor Company as the surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Section 9.1(a), Section 11.1 and Section 11.2 of the Indenture.

AGREEMENT

SECTION 2. Interpretation .

(a) In this First Supplemental Indenture, unless a clear contrary intention appears:

(i) the singular number includes the plural number and vice versa;

(ii) reference to any gender includes the other gender and the neuter;

capacity excludes such Person in any other capacity or individually, but nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this First Supplemental Indenture or the Indenture or to modify the Trustee’s rights, privileges and protections under the Indenture;

(vi) unless otherwise noted as a reference to a Section in the Indenture, reference to any Section means such Section of this First Supplemental Indenture; and

(vii) the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b) No provision in this First Supplemental Indenture is to be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

SECTION 3. Assumption of Obligations .

(c) The Successor Company also succeeds to and is substituted for the Company with the same effect as if the Successor Company had originally been named in (i) the Declaration, as Sponsor (as defined in the Declaration) and (ii) the Guarantee Agreement, dated as of September 15, 2005 (the “Guarantee”), as Guarantor (as defined in the Guarantee).