FIRST NIAGARA FINANCIAL GROUP, INC., Company, AND U.S. BANK NATIONAL ASSOCIATION, Trustee SUBORDINATED NOTES INDENTURE Dated as of March 16, 2010First Niagara Financial Group Inc • March 16th, 2010 • Savings institutions, not federally chartered • New York
SUBORDINATED NOTES INDENTURE, dated as of March 16, 2010, between First Niagara Financial Group, Inc., a Delaware corporation having an address at 726 Exchange Street, Suite 618, Buffalo NY 14210 (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Indenture) and U.S. Bank National Association, a national banking association having an address at 100 Wall Street, New York, NY 10005 (hereinafter called the “Trustee”).
FORM OF GUARANTEE AGREEMENT BETWEEN FIRST NIAGARA FINANCIAL GROUP, INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS GUARANTEE TRUSTEE RELATING TO FIRST NIAGARA FINANCING TRUST [I/II/III] DATED AS OF [•]Guarantee Agreement • March 16th, 2010 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • New York
GUARANTEE AGREEMENT, dated as of [•], executed and delivered by FIRST NIAGARA FINANCIAL GROUP, INC., a Delaware corporation (the “Guarantor”), having its principal office at 726 Exchange Street, Suite 618, Buffalo, NY 14210, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Guarantee Trustee”), having a corporate trust office at 100 Wall Street, New York, NY 10005, for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of First Niagara Financing Trust [I/II/III], a Delaware statutory trust (the “Issuer”).
DECLARATION OF TRUST AND TRUST AGREEMENTDeclaration of Trust and Trust Agreement • March 16th, 2010 • First Niagara Financial Group Inc • Savings institutions, not federally chartered • Delaware
This DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of March 15, 2010 (this “Trust Agreement”), among (i) First Niagara Financial Group, Inc., a Delaware corporation, as depositor (the “Depositor”); (ii) U.S. Bank Trust National Association, as Delaware trustee (the “Delaware Trustee”); (iii) U.S. Bank National Association, as property trustee (the “Property Trustee”); and (iv) John Mineo and Ann Segarra, each an individual, as administrative trustees (the “Administrative Trustees”) (each of such trustees in (ii), (iii), and (iv) a “Trustee” and collectively, the “Trustees”). The Depositor and the Trustees hereby agree as follows:
