Valley National BancorpUnderwriting Agreement • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York
Valley National Bancorp, a New Jersey corporation (the “Company”) confirms its agreement with Sandler O’Neill + Partners, L.P. (“Sandler”), Keefe, Bruyette & Woods, Inc. (“KBW”) and RBC Capital Markets, LLC (“RBC”) 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 Sandler, KBW and RBC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of the Company’s 6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A set forth on Schedule A (the “Securities”).
Valley National BancorpPurchase Agreement • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York
Valley National Bancorp, a New Jersey corporation (the “Company”) confirms its agreement with Sandler O’Neill + Partners, L.P. (“Sandler”), Keefe, Bruyette & Woods, Inc. (“KBW”) and Deutsche Bank Securities Inc. (“DB”) 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 Sandler, KBW and DB are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $100,000,000 aggregate principal amount of the Company’s 4.55% Subordinated Debentures due June 30, 2025 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of June 19, 2015 between the Company and the Bank of New York Mellon Trust Company, N.A.,
VALLEY NATIONAL BANCORP and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 19, 2015 toIndenture • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 19, 2015, between VALLEY NATIONAL BANCORP, a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture (as hereinafter defined).
VALLEY NATIONAL BANCORP and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 19, 2015 SUBORDINATED DEBT SECURITIESValley National Bancorp • June 19th, 2015 • Valley National Bancorp • National commercial banks • New York
INDENTURE, dated as of June 19, 2015, 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
