SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 16th, 2020 • Axos Financial, Inc. • Savings institution, federally chartered • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of September 18, 2020 (this “Second Supplemental Indenture”), by and between AXOS FINANCIAL, INC. (formerly known as BofI Holding, Inc.), a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2020 • Axos Financial, Inc. • Savings institution, federally chartered • New York
Axos Financial, Inc., a Delaware 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”) $175,000,000 aggregate principal amount of the Company’s 4.875% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of March 3, 2016 (the “Base Indenture”), between the Company and U.S. Bank, National 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”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securities.
