SYNOVUS FINANCIAL CORP. 255,000,000 Shares of Common Stock, $1.00 par value Underwriting AgreementSynovus Financial Corp • May 4th, 2010 • National commercial banks • New York
Synovus Financial Corp., a Georgia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 255,000,000 shares (the “Underwritten Shares”) of common stock, par value $1.00 per share, of the Company (the “Stock”) and, at the option of the Underwriters, up to an additional 38,250,000 shares (the “Option Shares”) of Stock. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
SYNOVUS FINANCIAL CORP. 12,000,000 Tangible Equity Units Underwriting AgreementSynovus Financial Corp • May 4th, 2010 • National commercial banks • New York
Synovus Financial Corp., a Georgia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 12,000,000 Tangible Equity Units (“tMEDS”) of the Company (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional 1,800,000 tMEDS (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” Each Security has a stated amount of $25 (the “Stated Amount”) and consists of (1) a pre-paid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on May 15, 2013 (the “Purchase Contract Settlement Date”), subject to early settlement of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”
SYNOVUS FINANCIAL CORP. as the Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Junior Subordinated Indenture Dated as of May 4, 2010Synovus Financial Corp • May 4th, 2010 • National commercial banks • New York
JUNIOR SUBORDINATED INDENTURE, dated as of May 4, 2010, between Synovus Financial Corp., a Georgia corporation, as the Company, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
SYNOVUS FINANCIAL CORP., THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Purchase Contract Agent and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated as of May 4, 2010Purchase Contract Agreement • May 4th, 2010 • Synovus Financial Corp • National commercial banks • New York
PURCHASE CONTRACT AGREEMENT, dated as of May 4, 2010, among SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Company”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., acting as Trustee under the Indenture (as defined herein).
SYNOVUS FINANCIAL CORP., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee First Supplemental Indenture Dated as of May 4, 2010 Supplement to Junior Subordinated Indenture of Synovus Financial Corp. dated as of May 4, 2010Indenture • May 4th, 2010 • Synovus Financial Corp • National commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 4, 2010 (this “First Supplemental Indenture”), between SYNOVUS FINANCIAL CORP., a Georgia corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity but solely as trustee (the “Trustee”) under the Junior Subordinated Indenture, dated as of May 4, 2010, between the Company and the Trustee (the “Base Indenture,” and the Base Indenture, as supplemented by this First Supplemental Indenture, the “Indenture”).
