SUSQUEHANNA BANCSHARES, INC. Underwriting AgreementUnderwriting Agreement • August 13th, 2012 • Susquehanna Bancshares Inc • National commercial banks • New York
Susquehanna Bancshares, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $150,000,000 principal amount of its 5.375% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of August 13, 2012 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture thereto to be dated as of August 13, 2012 (the “Supplemental Indenture”), by and between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, is referred to herein as the “Indenture.”
Susquehanna Bancshares, Inc. Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939:Indenture • August 13th, 2012 • Susquehanna Bancshares Inc • National commercial banks • New York
INDENTURE, dated as of August 13, 2012, between Susquehanna Bancshares, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”), having its principal office at 26 North Cedar Street, Lititz, Pennsylvania 17543, and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”).
SUSQUEHANNA BANCSHARES, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 13, 2012 to INDENTURE Dated as of August 13, 2012 Senior Debt Securities $150,000,000 5.375% SENIOR NOTES DUE 2022Indenture • August 13th, 2012 • Susquehanna Bancshares Inc • National commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of August 13, 2012, 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 MELLON TRUST COMPANY, N.A., a national banking association, having a designated corporate trust office located at 525 William Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259, as Trustee (the “Trustee”).
