Common use of Indenture; Holders Clause in Contracts

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), designated as the “3.25% Fixed to Floating Rate Subordinated Notes due 2031” (the “Subordinated Notes”) in an aggregate principal amount of $25 million and initially issued on May 19 2021. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19, 2021, 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationConnectOne Bancorp, Inc., a Pennsylvania New Jersey corporation (the “Company”), ) designated as the “3.255.75% Fixed to Floating Rate Subordinated Notes due 20312025” (the “Subordinated Notes”) in an aggregate principal amount of $25 million 50,000,000 and initially issued on May 19 2021June 30, 2015. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19June 30, 20212015, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, U.S. Bank National Association, as Trustee. All capitalized terms not otherwise defined herein hereto 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 ail 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationFinancial Institutions, Inc., a Pennsylvania New York corporation (the “Company”), ) designated as the “3.254.375% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 35 million and initially issued on May 19 2021October 7, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19October 7, 20212020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB BankWilmington Trust, National Association, as Trustee. All capitalized terms not otherwise defined herein in 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern Bryn Mawr Bank Corporation, a Pennsylvania corporation (the “Company”), designated as the “3.25% Fixed to Fixed-to-Floating Rate Subordinated Notes due 20312025” (the “Subordinated Notes”) in an aggregate principal amount of $25 million 30,000,000 and initially issued on May 19 2021August 6, 2015. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19August 6, 20212015, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, U.S. Bank National Association, as Trustee. All capitalized terms not otherwise defined herein in 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 of 1939, as amended (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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationFirst Northwest Bancorp, a Pennsylvania Washington corporation (the “Company”), designated as the “3.253.75% Fixed to Floating Rate Subordinated Notes due 2031” (the “Subordinated Notes”) in an aggregate principal amount of $25 40.0 million and initially issued on May 19 March 25, 2021. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19March 25, 2021, 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationShore Bancshares, Inc., a Pennsylvania Maryland corporation (the “Company”), ) designated as the “3.255.375% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 million and initially issued on May 19 2021August 25, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 1925, 20212020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, Bank National Association, as Trustee. All capitalized terms not otherwise defined herein hereto 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), ) designated as the “3.25% Fixed to Floating Rate Subordinated Notes due 2031” (the “Subordinated Notes”) in an aggregate principal amount of $25 million and initially issued on May 19 19, 2021. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19, 2021, 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationPathfinder Bancorp, Inc., a Pennsylvania Maryland corporation (the “Company”), designated as the “3.255.50% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 25.0 million and initially issued on May 19 2021October 14, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19October 14, 20212020, 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 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationSouthside Bancshares, Inc., a Pennsylvania Texas corporation (the “Company”), designated as the “3.253.875% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 million 100,000,000.00 and initially issued on May 19 2021November 6, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19November 6, 20212020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association, a national association, as Trustee. All capitalized terms not otherwise defined herein in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note includes include 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationSouthside Bancshares, Inc., a Pennsylvania Texas corporation (the “Company”), designated as the “3.253.875% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 million 100,000,000.00 and initially issued on May 19 2021November 6, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19November 6, 20212020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, National Association., a national association, as Trustee. All capitalized terms not otherwise defined herein in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note includes include 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationXxxxx Bancorp, Inc., a Pennsylvania New York corporation (the “Company”), ) designated as the “3.256.00% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 million [•] and initially issued on May 19 2021July 9, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19July 9, 20212020, 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 hereto 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationFirst Northwest Bancorp, a Pennsylvania Washington corporation (the “Company”), ) designated as the “3.253.75% Fixed to Floating Rate Subordinated Notes due 2031” (the “Subordinated Notes”) in an aggregate principal amount of $25 40.0 million and initially issued on May 19 March 25, 2021. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19March 25, 2021, 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 hereto 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern Peapack-Gladstone Financial Corporation, a Pennsylvania New Jersey corporation (the “Company”), ) designated as the “3.253.50% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 100.0 million and initially issued on May 19 2021December 22, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19December 22, 20212020, 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationConnectOne Bancorp, Inc., a Pennsylvania New Jersey corporation (the “Company”), designated as the “3.255.75% Fixed to Floating Rate Subordinated Notes due 20312025” (the “Subordinated Notes”) in an aggregate principal amount of $25 million 50,000,000 and initially issued on May 19 2021June 30, 2015. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19June 30, 20212015, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, U.S. 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationXxxxx Bancorp, Inc., a Pennsylvania New York corporation (the “Company”), designated as the “3.256.00% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 20.0 million and initially issued on May 19 2021July 9, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19July 9, 20212020, 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationShore Bancshares, Inc., a Pennsylvania Maryland corporation (the “Company”), designated as the “3.255.375% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 million and initially issued on May 19 2021August 25, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19August 25, 20212020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB Bank, 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern Peapack-Gladstone Financial Corporation, a Pennsylvania New Jersey corporation (the “Company”), designated as the “3.253.50% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 100.0 million and initially issued on May 19 2021December 22, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19December 22, 20212020, 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.

Indenture; Holders. This note is one of a duly authorized issue of notes of Citizens & Northern CorporationFinancial Institutions, Inc., a Pennsylvania New York corporation (the “Company”), designated as the “3.254.375% Fixed to Floating Rate Subordinated Notes due 20312030” (the “Subordinated Notes”) in an aggregate principal amount of $25 35 million and initially issued on May 19 2021October 7, 2020. The Company has issued this Subordinated Note under that certain Indenture dated as of May 19October 7, 20212020, as the same may be amended or supplemented from time to time (“Indenture”), between the Company and UMB BankWilmington Trust, 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.