PGC · Peapack Gladstone Financial Corp · Debt

1. Indenture; Holders. This note is one of a duly authorized issue of notes of Peapack-Gladstone Financial Corporation, a New Jersey corporation (the “Company”), designated as the “3.50% Fixed to Floating Rate Subordinated Notes due 2030” (the “Subordinated Notes”) in an aggregate principal amount of $100.0 million and initially issued on December 22, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of December 22, 2020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee. All capitalized terms not otherwise defined herein this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note includes those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act, This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

Issuer evidence: This INDENTURE dated as of December 22, 2020 is between Peapack-Gladstone Financial Corporation, a New Jersey corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

Supporting evidence: 2. Payment. The Company, for value received, promises to pay to [•], or its registered assigns, the principal sum of [•] Dollars (U.S.) ($[•]), plus accrued but unpaid interest on December 30, 2030 (the “Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding December 30, 2025 or the earlier redemption date contemplated by Section 5 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 3.50% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on June 30 and December 30 of each year (each payment date, a “Fixed Interest Payment Date”), beginning June 30, 2021, and (ii) from and including December 30, 2025 to but excluding the Maturity Date or earlier redemption date contemplated by Section 5 (Redemption) of this Subordinated Note (the “Floating Rate Period”), at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 326 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating Interest Period”) on March 30, June 30, September 30 and December 30 of each year (each payment date, a “Floating Interest Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent pursuant to the Three-Month Term SOFR Conventions.

Supporting evidence: 1. Indenture; Holders. This note is one of a duly authorized issue of notes of Peapack-Gladstone Financial Corporation, a New Jersey corporation (the “Company”), designated as the “3.50% Fixed to Floating Rate Subordinated Notes due 2030” (the “Subordinated Notes”) in an aggregate principal amount of $100.0 million and initially issued on December 22, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of December 22, 2020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee. All capitalized terms not otherwise defined herein this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note includes those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act, This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

Supporting evidence: 1. Indenture; Holders. This note is one of a duly authorized issue of notes of Peapack-Gladstone Financial Corporation, a New Jersey corporation (the “Company”), designated as the “3.50% Fixed to Floating Rate Subordinated Notes due 2030” (the “Subordinated Notes”) in an aggregate principal amount of $100.0 million and initially issued on December 22, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of December 22, 2020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee. All capitalized terms not otherwise defined herein this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note includes those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act, This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

On December 22, 2020, Peapack-Gladstone Financial Corporation (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Purchasers”) pursuant to which the Company issued and sold $100.0 million in aggregate principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were offered and sold by the Company to the Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes, including stock repurchases.

Issuer evidence: On December 22, 2020, Peapack-Gladstone Financial Corporation (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Purchasers”) pursuant to which the Company issued and sold $100.0 million in aggregate principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were offered and sold by the Company to the Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes, including stock repurchases.

Supporting evidence: The Notes mature on December 30, 2030 and bear interest at a fixed annual rate of 3.50%, payable semi-annually in arrears, to but excluding December 30, 2025. From and including December 30, 2025 to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum initially equal to the then-current three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 326 basis points, payable quarterly in arrears. The Company is entitled to redeem the Notes, in whole or in part, at any time on or after December 30, 2025, and to redeem the Notes at any time in whole upon certain other events. Any redemption of the Notes will be subject to prior regulatory approval to the extent required.

Supporting evidence: The Notes were issued under an Indenture, dated December 22, 2020 (the “Indenture”), by and between the Company and UMB Bank, National Association, as trustee. The Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holders. The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company if applicable.

Supporting evidence: On December 22, 2020, Peapack-Gladstone Financial Corporation (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreements”) with certain qualified institutional buyers and institutional accredited investors (collectively, the “Purchasers”) pursuant to which the Company issued and sold $100.0 million in aggregate principal amount of its 3.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were offered and sold by the Company to the Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes, including stock repurchases.

This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated December 22, 2020 by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $100.0 million aggregate principal amount of the Company’s 3.50% Fixed-to-Floating Rate Subordinated Notes due 2030, which were issued on December 22, 2020 (the “Subordinated Notes”). In order to induce the each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Issuer evidence: This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of December 22, 2020 and is made by and among Peapack-Gladstone Financial Corporation, a New Jersey corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

Supporting evidence: This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated December 22, 2020 by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $100.0 million aggregate principal amount of the Company’s 3.50% Fixed-to-Floating Rate Subordinated Notes due 2030, which were issued on December 22, 2020 (the “Subordinated Notes”). In order to induce the each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Supporting evidence: This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated December 22, 2020 by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $100.0 million aggregate principal amount of the Company’s 3.50% Fixed-to-Floating Rate Subordinated Notes due 2030, which were issued on December 22, 2020 (the “Subordinated Notes”). In order to induce the each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.