OLD SECOND BANCORP, INC.Underwriting Agreement • December 15th, 2016 • Old Second Bancorp Inc • State commercial banks • New York
Old Second Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Keefe, Bruyette & Woods, Inc., as underwriter (“KBW” or the “Underwriter”), and KBW agrees, subject to the terms and conditions stated herein, to purchase pursuant to this Underwriting Agreement (this “Agreement”), $45,000,000 in aggregate principal amount of the Company’s 5.750% Fixed-to-Floating Rate Senior Notes due December 31, 2026 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Date, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
