Valley National Bancorp (a New Jersey corporation) UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2021 • Valley National Bancorp • National commercial banks • New York
Valley National Bancorp, a New Jersey corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $300,000,000 aggregate principal amount of the Company’s 3.00% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Time (the “Base Indenture”), between the Company and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
VALLEY NATIONAL BANCORP and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 28, 2021 SUBORDINATED DEBT SECURITIESIndenture • May 28th, 2021 • Valley National Bancorp • National commercial banks • New York
INDENTURE, dated as of May 28, 2021, between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), having its principal office at 1455 Valley Road, Wayne, New Jersey, 07470, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
VALLEY NATIONAL BANCORP, Company, AND Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 28, 2021 TO INDENTURE Dated as of May 28, 2021First Supplemental Indenture • May 28th, 2021 • Valley National Bancorp • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 28, 2021 (this “Supplemental Indenture”), between Valley National Bancorp, a New Jersey corporation having an address at 1455 Valley Road, Wayne, NJ 07470 (hereinafter called the “Company,” which term shall include any successors pursuant to the terms of this Supplemental Indenture), and U.S. Bank National Association, a national banking association having a corporate trust office at 13737 Noel Road, 8th Floor, Dallas, TX 75240, as trustee (hereinafter called the “Trustee”).
