0001571049-14-005335 Sample Contracts

GUARANTEE AGREEMENT by and between PATHFINDER BANCORP, INC. and WILMINGTON TRUST COMPANY Dated as of March 22, 2007 GUARANTEE AGREEMENT
Guarantee Agreement • October 22nd, 2014 • Pathfinder Bancorp, Inc. • State commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by Pathfinder Bancorp, Inc., a federally chartered corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Pathfinder Statutory Trust II, a Delaware statutory trust (the “Issuer”).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 22nd, 2014 • Pathfinder Bancorp, Inc. • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of October 16, 2014 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Pathfinder Bancorp, Inc., a Maryland corporation (the “Successor Company”), and Pathfinder Bancorp, Inc., a federal corporation (the “Company”), under the Indenture referred to below.

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