FRANKLIN FINANCIAL NETWORK, INC. (A Tennessee corporation) Fixed-to-Floating Rate Subordinated Notes due 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2016 • Franklin Financial Network Inc. • State commercial banks • New York
Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $40,000,000 aggregate principal amount of the Company’s Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Securities”), as set forth opposite their respective names in Schedule A hereto. The Securities will be issued pursuant to an indenture (the “Base Indenture”), to be dated as of the Closing Time (as defined below), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as sup
FRANKLIN FINANCIAL NETWORK, INC. and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of March 31, 2016 Senior and Subordinated Debt SecuritiesFranklin Financial Network Inc. • March 31st, 2016 • State commercial banks • New York
INDENTURE, dated as of March 31, 2016, between Franklin Financial Network, Inc., a Tennessee corporation (the “Company,” which term shall include any successors and assigns pursuant to the terms of this Indenture) having its principal executive office at 722 Columbia Avenue, Franklin, Tennessee 37064 and U.S. Bank National Association, as Trustee (herein called the “Trustee”).
FRANKLIN FINANCIAL NETWORK, INC. and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 31, 2016 to INDENTURE Dated as of March 31, 2016 Fixed-to- Floating Rate Subordinated Notes due 2026First Supplemental Indenture • March 31st, 2016 • Franklin Financial Network Inc. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 31, 2016, between Franklin Financial Network, Inc., a Tennessee corporation (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”), under the Base Indenture (as hereinafter defined).
