RecitalsReplacement Capital Covenant • December 12th, 2007 • Susquehanna Bancshares Inc • National commercial banks
AMENDED AND RESTATED TRUST AGREEMENT among SUSQUEHANNA BANCSHARES, INC., as Depositor, THE BANK OF NEW YORK, as Property Trustee, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, THE ADMINISTRATIVE TRUSTEES NAMED HEREIN, and THE SEVERAL HOLDERS...Trust Agreement • December 12th, 2007 • Susquehanna Bancshares Inc • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 12, 2007, among (i) Susquehanna Bancshares, Inc., a Pennsylvania corporation (including any successors or assigns, the “Depositor”), (ii) The Bank of New York, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Michael P. Squierdo, an individual, and Drew K. Hostetter, an individual, each of whose address is c/o Susquehanna Bancshares, Inc., 26 North Cedar Street, Lititz, Pennsylvania 17543 (each, an “Administrative Trustee,” and, collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees, collectively, the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT Between SUSQUEHANNA BANCSHARES, INC., as Guarantor, and THE BANK OF NEW YORK, as Trustee, dated as of December 12, 2007Guarantee Agreement • December 12th, 2007 • Susquehanna Bancshares Inc • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of December 12, 2007, is executed and delivered by SUSQUEHANNA BANCSHARES, INC., a Pennsylvania corporation (the “Guarantor”), having its principal office at 26 North Cedar St., Lititz, Pennsylvania 17543, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities and the Common Securities (each as defined herein and together, the “Securities”) of SUSQUEHANNA CAPITAL I, a Delaware statutory trust (the “Issuer”).
SUSQUEHANNA BANCSHARES, INC. AND THE BANK OF NEW YORK, as Trustee SUPPLEMENTAL INDENTURE Dated as of December 12, 2007 to JUNIOR SUBORDINATED INDENTURE Dated as of November 5, 2007Supplemental Indenture • December 12th, 2007 • Susquehanna Bancshares Inc • National commercial banks • New York
SUPPLEMENTAL INDENTURE, dated as of December 12, 2007, between SUSQUEHANNA BANCSHARES, INC., a Pennsylvania corporation (the “Company”), having its principal office at 26 North Cedar Street, Lititz, Pennsylvania 17543, and THE BANK OF NEW YORK, a New York banking corporation, having a designated corporate trust office located in Pittsburgh, Pennsylvania, as Trustee (the “Trustee”).
SUSQUEHANNA BANCSHARES, INC.Capital Efficient Note • December 12th, 2007 • Susquehanna Bancshares Inc • National commercial banks
SUSQUEHANNA BANCSHARES, INC., a corporation organized and existing under the laws of the State of Pennsylvania (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York, as Property Trustee of Susquehanna Capital I, a statutory trust formed under the laws of the State of Delaware, or registered assigns, the principal sum of one hundred twenty-five million ten thousand dollars ($125,010,000) on the Final Repayment Date (as hereinafter defined). The Final Repayment Date shall initially be December 12, 2067, but the Company may elect to extend the Final Repayment Date up to two times in 10-year increments on either or both of December 12, 2017 and December 12, 2027 and, as a result, the Final Repayment Date may be extended to December 12, 2077 or December 12, 2087, provided that certain extension criteria set forth in the Supplemental Indenture hereinafte
