ContractSupplemental Indenture • November 1st, 2013 • Provident New York Bancorp • Savings institutions, not federally chartered • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 31, 2013, among STERLING BANCORP, a corporation duly organized and existing under the laws of the State of New York (the “Company”), PROVIDENT NEW YORK BANCORP, a corporation duly organized and existing under the laws of the State of Delaware (the “Successor Company”), and THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).
SERVICES AND COVENANT AGREEMENTServices Agreement • November 1st, 2013 • Provident New York Bancorp • Savings institutions, not federally chartered • New York
THIS SERVICES AND COVENANT AGREEMENT (this “Agreement”), dated as of April 3, 2013, is entered into by and between Provident New York Bancorp, a Delaware corporation (the “Company”), and Louis J. Cappelli (the “Chairman”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 3, 2013 by and between Sterling Bancorp, a New York corporation (“Sterling”) and the Company (the “Merger Agreement”)). If the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force and effect. All capitalized terms that are not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement.
ASSUMPTION OF GUARANTEE AGREEMENTAssumption of Guarantee Agreement • November 1st, 2013 • Provident New York Bancorp • Savings institutions, not federally chartered • New York
THIS ASSUMPTION OF GUARANTEE AGREEMENT (this “Assumption”) is dated as of October 31, 2013 between Provident New York Bancorp, a corporation duly organized and existing under the laws of the State of Delaware (including any successors or assigns, hereinafter called “Provident”) and Sterling Bancorp, a corporation duly authorized and existing under the laws of the State of New York (“Sterling”).
SERVICES AND COVENANT AGREEMENTServices Agreement • November 1st, 2013 • Provident New York Bancorp • Savings institutions, not federally chartered • New York
THIS SERVICES AND COVENANT AGREEMENT (this “Agreement”), dated as of April 3, 2013, is entered into by and between Provident New York Bancorp, a Delaware corporation (the “Company”), and John C. Millman (the “Senior Advisor”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 3, 2013 by and between Sterling Bancorp, a New York corporation (“Sterling”), and the Company (the “Merger Agreement”)). If the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force and effect. All capitalized terms that are not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement.
