0000950123-11-102908 Sample Contracts

First Niagara Financial Group, Inc. 7.25% Subordinated Notes due 2021 Underwriting Agreement
Underwriting Agreement • December 13th, 2011 • First Niagara Financial Group Inc • National commercial banks • New York
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FIRST NIAGARA FINANCIAL GROUP, INC., Company, AND U.S. BANK NATIONAL ASSOCIATION, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 13, 2011 TO SUBORDINATED NOTES INDENTURE Dated as of March 16, 2010 7.25% SUBORDINATED NOTES DUE 2021
Subordinated Notes Indenture • December 13th, 2011 • First Niagara Financial Group Inc • National commercial banks • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 13, 2011 (this “Supplemental Indenture”), between First Niagara Financial Group, Inc., a Delaware corporation having an address at 726 Exchange Street, Suite 618, Buffalo, New York 14210 (hereinafter called the “Company,” which term shall include any successors and assigns pursuant to the terms of this Supplemental 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”).

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