EverBank Financial Corp Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • December 2nd, 2016 • EverBank Financial Corp • Savings institution, federally chartered • New York
The stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) of EverBank Financial Corp, a Delaware corporation (the “Company”), severally propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 7,012,230 shares (the “Shares”) of common stock, par value $0.01 per share (the “Stock”) of the Company, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II hereto. In this Agreement, words incorporating the singular only shall include the plural and vice versa.
GUARANTEE AGREEMENT by and between ALLIANCE CAPITAL PARTNERS, L.P. and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of July 31, 2001Guarantee Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 31, 2001, is executed and delivered by Alliance Capital Partners, L.P., a Delaware limited partnership (the “Guarantor”), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Alliance Capital Partners Statutory Trust I, a Connecticut statutory trust (the “Issuer”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
This Indemnification Agreement, dated as of [•] (this “Agreement”), is entered into by and between EverBank Financial Corp, a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
DEPOSIT AGREEMENT between EverBank Financial Corp, as Issuer and Wells Fargo Bank, N.A. as Depositary, on behalf of THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 13, 2012Deposit Agreement • November 13th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • New York
DEPOSIT AGREEMENT dated as of November 13, 2012, between EverBank Financial Corp, a Delaware corporation and Wells Fargo Bank, N.A., a national banking association formed under the laws of the United States, as Depositary on behalf of the holders from time to time of the Receipts described herein.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 8, 2012 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), EverBank Financial Corp, a Delaware corporation (the “Successor Company”), and EverBank Financial Corp, a Florida corporation (the “Company”), under the Indenture referred to below.
EverBank Financial Corp Underwriting AgreementUnderwriting Agreement • June 30th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York
EverBank Financial Corp, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $175,000,000 aggregate principal amount of its 5.75% Subordinated Notes due 2025 (the “Notes”). The Notes will be issued pursuant to an indenture to be dated as of the Time of Delivery (as defined below) (the “Base Indenture”), by and between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of the Time of Delivery (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). In this Agreement, words incorporating the singular only shall include the plural and vice versa.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF FLORIDA — TAMPA BAY, TAMPA, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and EVERBANK DATED AS OF MAY 28, 2010Purchase and Assumption Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered
THIS AGREEMENT, made and entered into as of the 28th day of May, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF FLORIDA — TAMPA BAY, TAMPA, FLORIDA (the “Receiver”), EVERBANK, organized under the laws of the United States of America, and having its principal place of business in JACKSONVILLE, FLORIDA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • Florida
This Employment Agreement (“Agreement”) is made by and between EVERBANK FINANCIAL CORP (“Company”), a Florida corporation, and Steven Fischer (“Employee”), as of April 13, 2011 (the “Effective Date”).
GUARANTEE AGREEMENT EVERBANK FINANCIAL CORP Dated as of September 28, 2005Guarantee Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of September 28, 2005, is executed and delivered by EverBank Financial Corp, a savings and loan holding company incorporated in the State of Florida (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of EverBank Financial Preferred Trust VI, a Delaware statutory trust (the “Issuer”).
GUARANTEE AGREEMENT EVERBANK FINANCIAL CORP Dated as of December 14, 2006Guarantee Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 14, 2006, is executed and delivered by EverBank Financial Corp, incorporated in Florida (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of EverBank Financial Preferred Trust VII, a Delaware statutory trust (the “Issuer”).
REGISTRATION RIGHTS AGREEMENT dated as of August 27, 2012 by and between EVERBANK FINANCIAL CORP and PURCHASERS LISTED ON SCHEDULE I HERETORegistration Rights Agreement • October 29th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 27, 2012, is by and between EverBank Financial Corp, a Delaware corporation, (the “Corporation”) and the individuals and entities listed on Schedule I (collectively, the “Purchasers”, and each a “Purchaser”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of May 8, 2012 is by and among Wells Fargo Bank, National Association, a national banking association, as Trustee (herein, together with its successors in interest, the “Trustee”), EverBank Financial Corp, a Delaware corporation (the “Successor Company”), and EverBank Financial Corp, a Florida corporation (as successor to EverBank Financial, L.P.) (the “Company”), under the Indenture referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2016 • EverBank Financial Corp • Savings institution, federally chartered • Florida
This Employment Agreement ("Agreement") is made by and between EverBank Financial Corp ("Company"), a Delaware corporation, and James R. Hubbard ("Employee"), as of August 10, 2015 (the “Effective Date”).
LEASE AGREEMENT BETWEEN RIVERSIDE AVENUE PARTNERS, LTD., AS LANDLORD, AND EVERBANK, AS TENANT DATED March 26, 2007Lease Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
This Lease Agreement (this “Lease”) is entered into as of this 26th day of March, 2007, by and between RIVERSIDE AVENUE PARTNERS, LTD., a Florida limited partnership, (“Landlord”), and EVERBANK, a federal savings bank organized under the laws of the United States of America (“Tenant”).
GUARANTEE AGREEMENT EVERBANK FINANCIAL CORP Dated as of June 25, 2007Guarantee Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of June 25, 2007, is executed and delivered by EverBank Financial Corp, incorporated in Florida (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of EverBank Financial Preferred Trust X, a Delaware statutory trust (the “Issuer”).
LEASE AGREEMENT (CYPRESS POINT BUSINESS PARK)Lease Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE AGREEMENT (the “Lease”), made as of this 24th day of August, 2000, between HGL PROPERTIES L.P., LTD., a Florida limited partnership (the “Landlord”) with its place of business at 8120 Nations Way, Suite 202, Jacksonville, Florida 32256, and ALLIANCE MORTGAGE COMPANY, a Florida corporation (the “Tenant”) with its place of business at 8100 Nations Way, Jacksonville, Florida 32256.
SECOND SUPPLEMENTAL INDENTURE (ALLIANCE CAPITAL PARTNERS STATUTORY TRUST I)Supplemental Indenture • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 8, 2012, is by and among U.S. Bank National Association, a national banking association (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as Trustee (the “Trustee”), EverBank Financial Corp, a Delaware corporation (the “Successor Company”), and EverBank Financial Corp, a Florida corporation (the “Company”) under the Indenture referred to below.
EverBank Financial Corp Common Stock, par value $0.01 per share __ Underwriting AgreementUnderwriting Agreement • April 30th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • New York
LEASE AGREEMENT (CYPRESS POINT BUSINESS PARK)Lease Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE AGREEMENT (the “Lease”), made as of this 14th day of April, 1999, between HGL PROPERTIES L.P., LTD., a Florida limited partnership (the “Landlord”) with its place of business at 6602 Executive Park Court North, Suite 207, Jacksonville, Florida 32216, and ALLIANCE MORTGAGE COMPANY., a Florida corporation (the “Tenant”) with its place of business at 8100 Nations Way, Jacksonville, Florida 32256.
GUARANTEE AGREEMENT EVERBANK FINANCIAL CORP Dated as of May 25, 2005Guarantee Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of May 25, 2005, is executed and delivered by EverBank Financial Corp, a savings and loan holding company incorporated in the State of Florida (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of EverBank Financial Preferred Trust V, a Delaware statutory trust (the “Issuer”).
EverBank Financial Corp Underwriting AgreementUnderwriting Agreement • March 14th, 2016 • EverBank Financial Corp • Savings institution, federally chartered • New York
EverBank Financial Corp, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $90,000,000 aggregate principal amount of its 6.00% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Notes”). The Notes will be issued pursuant to an indenture dated as of June 30, 2015 (the “Base Indenture”), by and between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of the Time of Delivery (as defined below) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). In this Agreement, words incorporating the singular only shall include the plural and vice versa.
LEASE AGREEMENTLease Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE AGREEMENT (the “Lease”) is made as of the 30 day of September, 2003, between HGL PROPERTIES L.P. II, LTD., a Florida limited partnership (the “Landlord”), with its place of business at 8120 Nations Way, Suite 202, Jacksonville, Florida 32256, and FIRST ALLIANCE BANK, a Federal Savings Association (the “Tenant”), with its principal place of business at 8100 Nations Way, Jacksonville, Florida 32256.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • April 24th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is dated as of April 10, 2012, among EVERBANK FINANCIAL CORP, a Delaware corporation (the “Company”), ARENA CAPITAL INVESTMENT FUND, L.P. (“Arena”), LOVETT MILLER VENTURE PARTNERS III, LIMITED PARTNERSHIP (“Lovett Miller”), LOVETT MILLER VENTURE FUND II, LIMITED PARTNERSHIP (“Lovett Miller II” and together, with Lovett Miller, the “Lovett Miller Funds”) (together, the Lovett Miller Funds and Arena, the “Investors”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 12th, 2017 • TIAA FSB Holdings, Inc. • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2017 (this “Agreement”), between TCT Holdings, Inc., a Delaware corporation (the “Disappearing Corporation”), and TIAA FSB Holdings, Inc. (f/k/a EverBank Financial Corp), a Delaware corporation (the “Delaware Corporation”).
EXPLANATORY NOTE: “[**REDACTED**]” INDICATES THE PORTIONS OF THE EXHIBIT THAT HAVE BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.Lease Agreement • March 20th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE is made as of the date last signed by each of the parties hereto (the “Execution Date”) by and between EL-AD FLORIDA LLC, a Florida limited liability company (the “Landlord”) and EVERBANK, a Federal savings bank (the “Tenant”). The “Effective Date” shall mean February 3, 2012.
AMENDED AND RESTATED TRANSFER RESTRICTION AND VOTING AGREEMENTTransfer Restriction and Voting Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
WHEREAS, simultaneously with the execution and delivery of this Agreement, Arena and Lovett Miller are purchasing common units of limited partnership interest in the Partnership (“Units”) pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Partnership, Arena and Lovett Miller (the “2002 Purchase Agreement”); and
AGREEMENT AND PLAN OF MERGER by and among TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, TCT HOLDINGS, INC., DOLPHIN SUB CORPORATION and EVERBANK FINANCIAL CORP Dated as of August 7, 2016Merger Agreement • August 8th, 2016 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2016 (this “Agreement”), by and among Teachers Insurance and Annuity Association of America, a New York stock life insurance company (“Parent”), TCT Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Owner” and, together with Parent, the “Parent Entities” and, each, a “Parent Entity”), Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of Owner (“Merger Sub”), and EverBank Financial Corp, a Delaware corporation (the “Company”).
Dear : This letter agreement amends the employment agreement dated , from EverBank Financial Corp (the “Employment Agreement”).Employment Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered
The purpose of this letter is to amend the Employment Agreement to reflect the legal requirements under Section 409A of the Internal Revenue Code and the applicable advice and regulations issued thereunder. Section 409A has a far-reaching impact on all types of deferred compensation plans. It covers not only traditional non-qualified deferred compensation plans, but also employment and severance arrangements. Section 409A applies to your Employment Agreement with the Company because you have certain continuing rights and benefits should your employment with the Company terminate under certain circumstances.
AMENDMENT ONE TO ACQUISITION AGREEMENT AND PLAN OF MERGERAcquisition Agreement and Plan of Merger • November 12th, 2010 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
This AMENDMENT ONE, dated as of February 5, 2010 (this “Amendment”), to the ACQUISITION AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2009 (the “Agreement”), is made by and among EverBank Financial Corp, a Florida corporation (“Parent”), Titan Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Tygris Commercial Finance Group, Inc., a Delaware corporation (the “Company”), and Aquiline Capital Partners LLC, a Delaware limited liability company, solely in its capacity as the Designator Monitor.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • April 24th, 2012 • EverBank Financial Corp • Savings institution, federally chartered • New York
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is dated as of April 5, 2012, by and between EVERBANK FINANCIAL CORP, a Delaware corporation (the “Company”), and SAGEVIEW PARTNERS L.P., a Delaware limited partnership (the “Investor”).
STOCK AND ASSET PURCHASE AGREEMENT dated as of June 30, 2012 between GENERAL ELECTRIC CAPITAL CORPORATION and EVERBANKStock and Asset Purchase Agreement • July 2nd, 2012 • EverBank Financial Corp • Savings institution, federally chartered
This STOCK AND ASSET PURCHASE AGREEMENT, dated June 30, 2012, is made between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Seller”), and EVERBANK, a federal savings association (“Acquiror”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2011 • EverBank Financial Corp • Savings institution, federally chartered
THIS FIRST AMENDMENT (the “Amendment”) to the Agreement (as defined below) is entered into this 21st day of July, 2008, by and among EverBank Financial Corp., a Florida corporation (formerly Alliance Capital Partners, L.P.) (the “Company”) and the persons listed on Schedule 1 to the Agreement (the “Investors”).
EverBank Financial Corp Depositary Shares Each Representing a 1/1,000th Interest in a Share of % Series A Non-Cumulative Perpetual Preferred Stock Underwriting AgreementUnderwriting Agreement • October 31st, 2012 • EverBank Financial Corp • Savings institution, federally chartered
EverBank Financial Corp, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of depositary shares (the “Firm Shares”), each representing a 1/1,000th interest in a share of its % Series A Non-Cumulative Perpetual Preferred Stock, $0.01 par value per share and liquidation preference $25,000 per share (“Preferred Stock”) and, at the election of the Underwriters, up to depositary shares, each representing a 1/1,000th interest in a share of Preferred Stock (the “Optional Shares”). The Firm Shares and the Optional
EVERBANK FINANCIAL CORP and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 30, 2015 to INDENTURE Dated as of June 30, 2015First Supplemental Indenture • June 30th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 30, 2015, between Everbank Financial Corp, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), under the Base Indenture (as hereinafter defined).
AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • October 1st, 2012 • EverBank Financial Corp • Savings institution, federally chartered
This AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT, made this 1st day of October, 2012 (this “Amendment”), is by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Seller”), and EVERBANK, a federal savings association (“Acquiror”).
