National Penn Bancshares, Inc. (a Pennsylvania corporation) Underwriting AgreementUnderwriting Agreement • September 10th, 2014 • National Penn Bancshares Inc • National commercial banks • New York
National Penn Bancshares, Inc., a Pennsylvania corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) (collectively, the “Underwriters”) with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule I of $125,000,000 aggregate principal amount of the Company’s 4.25% Senior Notes due September 30, 2024 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of September 16, 2014 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of September 16, 2014, between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
