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.
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).
