0001502749-15-000006 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 8, 2012 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), EverBank Financial Corp, a Delaware corporation (the “Successor Company”), and EverBank Financial Corp, a Florida corporation (the “Company”), under the Indenture referred to below.

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York

THIS SECOND SUPPLEMENTAL INDENTURE dated as of May 8, 2012 is by and among Wells Fargo Bank, National Association, a national banking association, as Trustee (herein, together with its successors in interest, the “Trustee”), EverBank Financial Corp, a Delaware corporation (the “Successor Company”), and EverBank Financial Corp, a Florida corporation (as successor to EverBank Financial, L.P.) (the “Company”), under the Indenture referred to below.

EMPLOYMENT AGREEMENT
Employment Agreement • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • Florida

This Employment Agreement ("Agreement") is made by and between EverBank Financial Corp ("Company"), a Delaware corporation, and Francis X. Ervin, Jr. ("Employee"), as of the date Employee commences his employment with Employer (the “Effective Date”).

SECOND SUPPLEMENTAL INDENTURE (ALLIANCE CAPITAL PARTNERS STATUTORY TRUST I)
Supplemental Indenture • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 8, 2012, is by and among U.S. Bank National Association, a national banking association (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as Trustee (the “Trustee”), EverBank Financial Corp, a Delaware corporation (the “Successor Company”), and EverBank Financial Corp, a Florida corporation (the “Company”) under the Indenture referred to below.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 20th, 2015 • EverBank Financial Corp • Savings institution, federally chartered • New York

THIS SECOND SUPPLEMENTAL INDENTURE dated as of May 8, 2012 is by and among The Bank of New York Mellon (formerly known as The Bank of New York), a banking corporation, as Trustee (herein, together with its successors in interest, the “Trustee”), EverBank Financial Corp, a Delaware corporation (the “Successor Company”), and EverBank Financial Corp, a Florida corporation (the “Company”), under the Indenture referred to below.

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