Exhibit 4.2
DIME
COMMUNITY BANCSHARES, INC.,
Company,
AND
WILMINGTON
TRUST, NATIONAL ASSOCIATION,
Trustee
SECOND
SUPPLEMENTAL
INDENTURE
Dated as of
June 28, 2024
TO
INDENTURE
Dated as of
May 6, 2022
9.000% FIXED-TO-FLOATING RATE SUBORDINATED NOTES
DUE 2034
TABLE
OF CONTENTS
| ARTICLE I DEFINITIONS |
2 |
| Section 101 |
Definitions |
2 |
| ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES 9 |
9 |
| Section 201 |
Designation
and Principal Amount |
9 |
| Section 202 |
Form and
Denomination of Notes |
9 |
| Section 203 |
Initial
Limit on Amount of Series |
9 |
| Section 204 |
Rank;
Subordination |
10 |
| Section 205 |
Further
Issues Without Holders’ Consent |
10 |
| Section 206 |
Form and
Payment |
10 |
| Section 207 |
Interest |
10 |
| Section 208 |
No Sinking
Fund |
14 |
| Section 209 |
Notes
Not Convertible or Exchangeable |
14 |
| Section 210 |
Global
Securities |
14 |
| Section 211 |
No Additional
Amounts |
14 |
| ARTICLE III ORIGINAL ISSUE OF NOTES |
15 |
| Section 301 |
Original
Issue of Notes |
15 |
| ARTICLE IV SATISFACTION AND DISCHARGE |
15 |
| Section 401 |
Satisfaction
and Discharge of Indenture |
15 |
| ARTICLE V REMEDIES |
16 |
| Section 501 |
Events
of Default |
16 |
| Section 502 |
Acceleration
of Maturity; Rescission and Annulment |
17 |
| Section 503 |
Collection
of Indebtedness and Suits for Enforcement by Trustee |
17 |
| Section 504 |
Control
by Holders |
18 |
| ARTICLE VI DEFEASANCE |
19 |
| Section 601 |
Defeasance
Applicable to Notes |
19 |
| ARTICLE VII REDEMPTION |
19 |
| Section 701 |
Redemption |
19 |
| Section 702 |
Effect
of Notice of Redemption |
20 |
| ARTICLE VIII MISCELLANEOUS |
20 |
| Section 801 |
Ratification
of Indenture |
20 |
| Section 802 |
Conflict with Trust Indenture
Act |
20 |
| Section 803 |
Effect of Headings
and Table of Contents |
20 |
| Section 804 |
Successors
and Assigns |
21 |
| Section 805 |
Separability
Clause |
21 |
| Section 806 |
Benefits
of Indenture |
21 |
| Section 807 |
Governing
Law |
21 |
| Section 808 |
Waiver
of Jury Trial |
21 |
| Section 809 |
Consent
to Jurisdiction |
21 |
| Section 810 |
Counterparts |
22 |
| Section 811 |
Trustee |
22 |
| Section 812 |
USA PATRIOT
Act |
22 |
| ARTICLE IX SUPPLEMENTAL INDENTURES |
23 |
| Section 901 |
Supplemental
Indentures Without Consent of Holders |
23 |
| Section 902 |
Supplemental
Indenture With Consent of Holders |
24 |
| Section 903 |
Modification of Subordination
Provisions |
25 |
THIS SECOND SUPPLEMENTAL INDENTURE,
dated as of June 28, 2024 (this “Supplemental Indenture”), between Dime Community Bancshares, Inc., a New
York corporation having an address at 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788 (hereinafter called the
“Company,” which term shall include any successors pursuant to the terms of this Supplemental Indenture), and Wilmington
Trust, National Association, a national banking association having a corporate trust office at 277 Park Avenue, 25th Floor, New York,
NY 10172, as trustee (hereinafter called the “Trustee”).
RECITALS
OF THE COMPANY
WHEREAS, the Company executed
and delivered the Indenture (the “Base Indenture”), dated as of May 6, 2022, to the Trustee, to provide for the
issuance from time to time of the Company’s subordinated debentures, notes or other evidences of indebtedness (the “Securities”),
to be issued in one or more series;
WHEREAS, the Company previously
issued Securities under the Base Indenture, known as its “5.000% Fixed-to-Floating Rate Subordinated Notes due 2032” under
a First Supplemental Indenture, dated May 6, 2022;
WHEREAS, no other Securities
have been issued under the Base Indenture as of the date hereof;
WHEREAS, pursuant to the terms
of the Base Indenture, the Company desires to provide for the establishment of a new series of its Securities under the Base Indenture
to be known as its “9.000% Fixed-to-Floating Rate Subordinated Notes due 2034” (the “Notes”), the form
and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture (the
Base Indenture, together with this Supplemental Indenture, referred to herein as this “Indenture”);
WHEREAS, the Pricing Committee
of the Board of Directors of the Company, pursuant to authority granted to it by the Board of Directors of the Company on June 20,
2024 and resolutions duly adopted by the Pricing Committee on June 26, 2024, after consultation with, and advice from, the Company’s
Chief Financial Officer, has duly authorized the issuance of the Notes and the amendments to the Base Indenture with respect to the Notes
provided for in this Supplemental Indenture, and has authorized the proper officers of the Company to execute any and all appropriate
documents necessary or appropriate to effect each such issuance;
WHEREAS, this Supplemental
Indenture is being entered into pursuant to the provisions of Section 201, Section 301 and Section 901 of the Base Indenture;
WHEREAS, the Company has requested
that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, all things necessary
to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make each of the Notes, when
executed by the Company and authenticated and delivered by the Trustee or an authentication agent, the valid obligations of the Company,
have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration
of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the Holders of the Notes, as follows:
ARTICLE I
DEFINITIONS
Section 101 Definitions.
For all purposes of this Supplemental
Indenture, except as otherwise expressly provided or unless the context otherwise requires:
(a) all
references in this instrument to designated “Articles,” “Sections” and other subdivisions are to be designated
Articles, Sections and other subdivisions of this Supplemental Indenture unless the context otherwise requires; the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and
not to any particular Article, Section or other subdivision;
(b) each
term defined in the Base Indenture has the same meaning when used in this Supplemental Indenture, except to the extent specifically defined
herein, in which case the meaning ascribed to it in this Supplemental Indenture shall control; and
Section 101 of the Base
Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following additional defined terms in their
appropriate alphabetical positions:
“Administrative or
Judicial Action” has the meaning provided in the definition of “Tax Event.”
“Bank”
means:
(1) any
institution organized under the laws of the United States, any State of the United States, the District of Columbia, any territory of
the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands which
(A) accepts
deposits that the depositor has a legal right to withdraw on demand, and
(B) engages
in the business of making commercial loans, or
(2) any
trust company organized under any of the foregoing laws.
“Benchmark”
means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time for
any quarterly interest period during the Floating Rate Period that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable
Benchmark Replacement for such interest period and any subsequent interest periods.
“Benchmark Replacement”
means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark;
provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date
or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR
shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can
be determined by the Calculation Agent as of the Benchmark Replacement Date:
(1) Compounded
SOFR;
(2) the
sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;
(3) the
sum of: (a) the ISDA Fallback Rate, and (b) the Benchmark Replacement Adjustment;
(4) the
sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark
for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark
for U.S. dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement
Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the
Benchmark Replacement Date:
(1) the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero),
that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and
(3) the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving due consideration
to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the
then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such
time.
“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including,
without limitation, changes to the definition of “interest period,” timing and frequency of determining rates with respect
to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation
Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market
practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or
if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation
Agent determines is reasonably necessary).
“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(1) in
the case of clause (1) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of any
determination;
(2) in
the case of clause (2) or (3) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark
permanently or indefinitely ceases to provide the Benchmark; or
(3) in
the case of clause (4) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.
For the avoidance of doubt,
for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the Benchmark also include
any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would
include SOFR).
For the avoidance of doubt,
if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date shall be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(1) if
the Benchmark is Three-Month Term SOFR, the Company determines that the use of a forward-looking rate for a tenor of three months
based on SOFR is not administratively feasible;
(2) a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the Benchmark;
(3) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for
the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority
with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over
the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Benchmark; or
(4) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative.
“Business Day”
means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which the Trustee or banking institutions
in the City of New York are authorized or required by law, regulation or executive order to close.
“Calculation Agent”
means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include the Company or any of
its Affiliates) to act in accordance with Section 207. The Company shall initially act as the Calculation Agent.
“Compounded SOFR”
means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions
for this rate being established by the Calculation Agent in accordance with:
(1) the
rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining
compounded SOFR; provided that:
(2) if,
and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above,
then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due
consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate securities at such time.
For the avoidance of doubt,
the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the spread of 495.1 basis points
per annum.
“Corresponding Tenor”
means (i) with respect to Term SOFR, three months, and (ii) with respect to a Benchmark Replacement, a tenor (including overnight)
having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
“DTC” means
The Depository Trust Company.
“Events of Default”
has the meaning provided in Section 501.
“Federal Reserve”
means the Board of Governors of the Federal Reserve System, and any successors thereto.
“FRBNY”
means the Federal Reserve Bank of New York.
“Federal Reserve
Bank of New York’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor
source.
“Fixed Rate Interest
Payment Date” has the meaning provided in Section 207(a).
“Fixed Rate Period”
has the meaning provided in Section 207(a).
“Fixed Rate Regular
Record Date” has the meaning provided in Section 207(a).
“Floating Rate Interest
Payment Date” has the meaning provided in Section 207(b).
“Floating Rate Period”
has the meaning provided in Section 207(b).
“Floating Rate Regular
Record Date” has the meaning provided in Section 207(b).
“Interest Payment
Date” has the meaning provided in Section 207(b).
“Interest period”
means the period from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to, but excluding, the applicable
Interest Payment Date or the Maturity Date or date of earlier redemption, if applicable.
“Interpolated Benchmark”
with respect to the Benchmark means the rate determined by the Calculation Agent for the Corresponding Tenor by interpolating on a linear
basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding
Tenor, and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding
Tenor.
“ISDA”
means the International Swaps and Derivatives Association, Inc. or any successor.
“ISDA Definitions”
means the 2006 ISDA Definitions published by the ISDA, as amended or supplemented from time to time, or any successor definitional booklet
for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment”
means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing
the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable
tenor.
“ISDA Fallback Rate”
means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an
index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Issue Date”
means June 28, 2024.
“Maturity Date”
has the meaning provided in Section 202.
“Notice of Default”
has the meaning provided in Section 503(c).
“Paying Agent”
means any Person authorized by the Company, including the Company, to pay the principal of, or any premium or interest on, the Notes on
behalf of the Company.
“Principal Subsidiary
Bank” means (i) any Subsidiary Bank the consolidated assets of which as set forth in the most recent statement of condition
of such Subsidiary Bank constitute 40% or more of the Company’s consolidated assets as determined from the most recent quarterly
balance sheet of the Company or (ii) any Subsidiary Bank designated as a Principal Subsidiary Bank by the Board of Directors, provided
that if the Federal Reserve notifies the Company that any Subsidiary Bank that is a Principal Subsidiary Bank applying the tests in clause
(i) or (ii) above does not qualify as a “major subsidiary depository institution” within the requirements of the
Federal Reserve’s risk-based capital guidelines or regulations applicable to bank holding companies, such Subsidiary Bank shall
not be a Principal Subsidiary Bank from and after the time the Company receives from the Federal Reserve such a notice.
“Redemption Date”
has the meaning provided in Section 701.
“Reference Time”
with respect to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time determined by the
Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three-Month Term
SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.
“Relevant Governmental
Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR”
means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of SOFR (or a successor
administrator), on the FRBNY’s Website.
“Subsidiary Bank”
means any Subsidiary which is a Bank.
“Tax Event”
means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (a) an amendment to or
change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the United States
or any of its political subdivisions or taxing authorities; (b) a judicial decision, administrative action, official administrative
pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt
or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative or Judicial Action”);
(c) an amendment to or change in any official position with respect to, or any interpretation of, an Administrative or Judicial Action
or a law or regulation of the United States that differs from the previously generally accepted position or interpretation; or (d) a
threatened challenge asserted in writing in connection with an audit of the Company’s federal income tax returns or positions or
a similar audit of any of its Subsidiaries, or a publicly known threatened challenge asserted in writing against any other taxpayer that
has raised capital through the issuance of securities that are substantially similar to the Notes, in each case, which change or amendment
or challenge becomes effective or which pronouncement, decision or challenge is announced on or after the original issue date of the Notes,
there is more than an insubstantial risk that interest payable by the Company on the Notes is not, or, within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.
“Term SOFR”
means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR as published by the Term SOFR Administrator.
“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or any successor administrator of Three-Month Term SOFR selected by the Calculation
Agent in its reasonable discretion).
“Three-Month Term
SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference
Time for any interest period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions. All
percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth
of a percentage point, with 0.000005% rounded up to 0.00001%.
“Three-Month Term
SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational
matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “interest
period,” timing and frequency of determining Three-Month Term SOFR with respect to each interest period and making payments of interest,
rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the
use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent
decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that
no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably
necessary).
“Tier 2 Capital Event”
means the Company’s good faith determination that, as a result of (a) any amendment to, or change in, the laws, rules or
regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including
the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United States that is enacted
or becomes effective after the original issue date of the Notes; (b) any proposed change in those laws, rules or regulations
that is announced or becomes effective after the original issue date of the Notes; or (c) any official administrative decision or
judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules, regulations, policies
or guidelines with respect thereto that is announced after the original issue date of the Notes, there is more than an insubstantial risk
that the Company will not be entitled to treat the Notes then outstanding as “Tier 2 Capital” (or its equivalent) for purposes
of the capital adequacy rules or regulations of the Federal Reserve (or, as and if applicable, the capital adequacy rules or
regulations of any successor regulatory authority with jurisdiction over bank holding companies) as then in effect and applicable to the
Company, for so long as any Notes are outstanding.
“Unadjusted Benchmark
Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“Underwriters”
means the underwriters listed in Schedule 1 to the Underwriting Agreement.
“Underwriting Agreement”
means the Underwriting Agreement, dated June 26, 2024, between the Company, Dime Community Bank, and Raymond James & Associates, Inc.
and Keefe, Bruyette & Woods, Inc., for themselves and as representatives of the other underwriters named in Schedule I thereto.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 201 Designation
and Principal Amount.
There is hereby authorized
and established a series of Securities under this Indenture, designated as the “9.000% Fixed-to-Floating Rate Subordinated Notes
due 2034.”
Section 202 Form and
Denomination of Notes.
The definitive form of the
Notes and the Trustee’s Certificate of Authentication to be endorsed thereon shall be substantially in the form set forth in Exhibit A attached
hereto, which is incorporated herein and made part hereof. The Notes shall bear interest and have such other terms as are stated in the
form of definitive Notes or in this Indenture. The Stated Maturity of the Notes shall be July 15, 2034 (the “Maturity
Date”). The Notes shall be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof or in units,
each unit representing $25 principal amount of the Notes.
Section 203 Initial
Limit on Amount of Series.
The Notes shall initially
be limited to U.S. $65,000,000 in aggregate principal amount (2,600,000 units, each unit representing $25 principal amount of the Notes)
(or up to $74,750,000 in aggregate principal amount (2,990,000 units, each unit representing $25 principal amount of the Notes) if the
Underwriters exercise their over-allotment option granted pursuant to the Underwriting Agreement in full), and may, upon the execution
and delivery of this Supplemental Indenture or from time to time thereafter, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the delivery of a Company Order. Following
the initial issuance of the Notes, the aggregate principal amount of Notes may be increased as provided in Section 205 hereof.
Section 204 Rank;
Subordination.
The Notes are unsecured and
shall rank subordinate and junior, to the extent and in the manner set forth in this Indenture, in right of payment and upon liquidation
of all the Company’s obligations to the holders of Senior Debt of the Company. The Notes shall rank equally among themselves and
with all of the Company’s other subordinated unsecured indebtedness that, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, provides that such obligations are not superior in right of payment to the Notes or to other indebtedness
that is pari passu with, or is not subordinate to, the Notes. It is intended that the Notes be and are Tier 2 Capital
or the equivalent, for all regulatory purposes.
Section 205 Further
Issues Without Holders’ Consent.
The Company may, without notice
to or the consent of the Holders of the Notes, but in compliance with the terms of this Indenture, create and issue additional Notes having
the same ranking, interest rate, maturity date and other terms as the Notes (other than the date of issuance, the issue price, the initial
interest accrual date and the first Interest Payment Date). Any such additional Notes shall rank equally and ratably with the Notes. Any
such additional Notes, together with the Notes initially issued hereunder, shall constitute a single series of Securities for all purposes
under this Indenture. Notwithstanding anything to the contrary in the foregoing, no additional Notes may be issued unless (1) the
additional Notes will be fungible with the Notes initially issued hereunder for United States securities law purposes, (2) (a) the
additional Notes are issued pursuant to a “qualified reopening” of the Notes initially issued hereunder for United States
federal income tax purposes, or (b) the Notes initially issued hereunder were, and the additional Notes are, issued without any original
issue discount for United States federal income tax purposes and (3) the additional Notes have the same CUSIP number as the Notes
initially issued hereunder. No additional Notes may be issued if any Event of Default has occurred and is continuing with respect to the
Notes.
Section 206 Form and
Payment.
Principal of, premium, if
any, and interest on the Notes shall be payable in U.S. Dollars. Principal, premium, if any, and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or one of its Subsidiaries, holds as of 10:00 a.m. Eastern Time on the
due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all such amounts then
due. At the option of the Company, interest may be paid by mailing a check to the address of the Person entitled to such interest as such
address shall appear in the Security Register.
Section 207 Interest.
(a) Notes
shall bear interest at a fixed rate of 9.000% per annum from and including June 28, 2024 to, but excluding, July 15, 2029 or
any earlier Redemption Date (the “Fixed Rate Period”). Interest accrued on the Notes during the Fixed Rate Period shall
be payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on October 15,
2024 (each such date, a “Fixed Rate Interest Payment Date”). The last Fixed Rate Interest Payment Date shall be July 15,
2029, unless the Notes are earlier redeemed. The interest payable on each Fixed Rate Interest Payment Date during the Fixed Rate Period
shall be paid to each Holder in whose name a Note is registered at the close of business on the fifteenth calendar day (whether or not
a Business Day) immediately preceding the applicable Fixed Rate Interest Payment Date (each such date, a “Fixed Rate Regular
Record Date”), except that interest that is paid at Maturity shall be paid to the Person to whom the principal shall be payable.
(b) The
Notes shall bear a floating interest rate from, and including July 15, 2029, to, but excluding, the Maturity Date or earlier Redemption
Date (the “Floating Rate Period”). The floating interest rate shall be reset quarterly and shall be equal to the then-current
Three-Month Term SOFR plus 495.1 basis points for each quarterly interest period during the Floating Rate Period. During the Floating
Rate Period, interest on the Notes shall be payable quarterly in arrears on January 15, April 15, July 15, and October 15
of each year, commencing on October 15, 2029 (each such date, a “Floating Rate Interest Payment Date” and, together
with a Fixed Rate Interest Payment Date, an “Interest Payment Date”). The interest payable on each Floating Rate Interest
Payment Date during the Floating Rate Period shall be paid to each Holder in whose name a Note is registered at the close of business
on the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Floating Rate Interest Payment Date
(each such date, a “Floating Rate Regular Record Date”), except that interest that is paid at Maturity shall be paid
to the Person to whom the principal shall be payable. Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark)
is less than zero, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. The Calculation Agent shall provide
the Company and the Trustee with the interest rate in effect on the Notes promptly after the Reference Time (or such other date of determination
for the applicable Benchmark) and the Company shall provide written notice to the Holders of the Notes of the interest rate in effect
on the Notes promptly thereafter.
(c) The
amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period shall be computed on the basis of a 360-day
year consisting of twelve 30-day months to, but excluding, July 15, 2029, and the amount of interest payable on any Floating Rate
Interest Payment Date during the Floating Rate Period shall be computed on the basis of a 360-day year on the basis of the actual number
of days elapsed. The Company or the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment
Date and the Trustee shall have no duty to confirm or verify any such calculation. In the event that any scheduled Interest Payment Date
or the Maturity Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment
Date or of principal and interest payable on the Maturity Date shall be paid on the next succeeding day which is a Business Day (any payment
made on such date shall be treated as being made on the date that the payment was first due and no interest on such payment shall accrue
for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate
Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar
month, such Floating Rate Interest Payment Date shall be accelerated to the immediately preceding Business Day, and, in each such case,
the amounts payable on such Business Day shall include interest accrued to, but excluding, such Business Day. Dollar amounts resulting
from interest calculations shall be rounded to the nearest cent, with one half cent being rounded upward.
(d) The
Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as any of
the Notes remain outstanding there shall at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR in respect of
each Floating Rate Period and to determine and calculate any interest in respect of any Benchmark Replacement. The calculation of Three-Month
Term SOFR for each applicable quarterly interest period during the Floating Rate Period by the Calculation Agent shall (in the absence
of manifest error) be final and binding. The Calculation Agent’s determination of any interest rate and its calculation of interest
payments for any period shall be maintained on file at the Calculation Agent’s principal offices, shall be made available to any
Holder of the Notes upon request and shall be provided to the Trustee (for informational purposes only). The Trustee shall have no responsibility
to determine whether any manifest error has occurred, may conclusively assume that no such manifest error exists and shall not be liable
in so assuming. The Calculation Agent shall have all the rights, protections and indemnities afforded to the Trustee under this Indenture.
The Calculation Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation
Agent or is removed by the Company, the Company shall promptly appoint a replacement Calculation Agent. The Calculation Agent may not
resign its duties without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been
appointed by the Company and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation
Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment
of a successor Calculation Agent with respect to such series. The Trustee shall have no duty to monitor compliance or see to the performance
by the Calculation Agent of any of its obligations in respect of the Notes or to perform such obligations, and shall not be under any
duty to succeed to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint a successor or replacement in the
event of the Calculation Agent’s resignation or removal or to replace the Calculation Agent in the event of a default, breach or
failure of performance on the part of the Calculation Agent with respect to the Calculation Agent’s duties and obligations hereunder.
For the avoidance of doubt, if at any time there is no Calculation Agent appointed by the Company, or the Calculation Agent appointed
by the Company is unable or unwilling to perform its duties hereunder, then the Company shall be the Calculation Agent. The Company may
appoint itself or any of its Affiliates to be the Calculation Agent.
(e)
(1) If
the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior
to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement shall replace the then-current
Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such determination on such date and all
determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Calculation Agent shall
have the right to make Benchmark Replacement Conforming Changes from time to time.
(2) Notwithstanding
anything set forth in Section 207(b) above, if the Calculation Agent determines on or prior to the relevant Reference
Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR,
then the provisions set forth in this Section 207(e) shall thereafter apply to all determinations of the interest
rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred, the interest rate on the Notes for each interest period during the Floating Rate Period shall be an annual rate equal to the
Benchmark Replacement plus 495.1 basis points.
(3) The
Calculation Agent is expressly authorized to make the determinations, decisions and elections set forth in the terms of the Notes, including
with respect to the use of Three-Month Term SOFR as the Benchmark, and in this Section 207(e). Any determination, decision
or election that may be made by the Calculation Agent under the terms of the Notes, including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking
any action or selection (A) shall be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, (B) if
made by the Company as Calculation Agent, shall be made in the Company’s sole discretion, (C) if made by a Calculation Agent
other than the Company, shall be made after consultation with the Company, and the Calculation Agent shall not make any such determination,
decision or election to which the Company reasonably objects and (D) notwithstanding anything to the contrary herein or in the Base
Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the Calculation Agent
fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company shall
make such determination, decision or election on the same basis as described above.
(4) The
Company (or its Calculation Agent) shall notify the Trustee in writing (for informational purposes only) (i) upon the occurrence
of the Benchmark Transition Event and the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement
Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event.
(5) The
Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent hereunder, or any failure or delay in
the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the
performance of the Calculation Agent. For the avoidance of doubt (and without limitation of the foregoing), the Trustee (including in
its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection
of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of
such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination
or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement
Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the
selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii) liability
for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the
definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a
Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark or for the occurrence or non-occurrence of an
event, circumstance, or date and any decision to take or refrain from taking any action or any selection related to rate-setting or with
respect to any delay caused by the Calculation Agent’s failure to timely or appropriately determine a Benchmark. The Trustee shall
be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement,
including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date,
and Benchmark Replacement Conforming Changes. All notices received hereunder by the Trustee from the Calculation Agent and all notices
received by the Trustee from the Company pursuant to this Section 207(e) shall be for informational purposes only
and shall not require the Trustee to take any action in respect thereof. The Trustee shall be entitled to conclusively rely on any determination
made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without
independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement
hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection
with the adoption of any Benchmark Replacement Conforming Changes).
(6) If
the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent shall have the right to establish the Three-Month Term SOFR
Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during
the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then
the relevant Three-Month Term SOFR Conventions shall apply.
Section 208 No
Sinking Fund.
No sinking fund shall be provided
with respect to the Notes. In no event shall any Holder of the Notes have the right to require the Company to call, redeem or repurchase
the Notes, in whole or in part, and Article XII of the Base Indenture shall not be applicable to the Notes. Nothing in this Section 208 shall
limit the ability of Holders of Notes to enforce their rights to the payment of principal, premium, if any, and interest on the Notes
at maturity as provided in the Notes and in the Base Indenture, including Section 508 of the Base Indenture.
Section 209 Notes
Not Convertible or Exchangeable.
The Notes shall not be convertible
or exchangeable for other securities or property.
Section 210 Global
Securities.
The Notes shall be issued
as Securities and in the form of one or more permanent global Securities, without coupons, registered in the name of the Depositary or
its nominee. The initial Depositary for the Notes shall be DTC. Except as otherwise provided in Section 305 of the Base Indenture,
the global Securities described above may be transferred by the Depositary, in whole but not in part, only to a nominee of the Depositary,
or by a nominee of the Depositary to the Depositary, or to a successor Depositary or to a nominee of such successor Depositary.
Owners of beneficial interests
in such global Securities shall not be considered the Holders thereof for any purpose under this Indenture. The rights of owners of beneficial
interests in such global Securities shall be exercised only through the Depositary.
Section 211 No
Additional Amounts.
In the event that any payment
on the Notes is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a change in law or otherwise),
the Company shall not pay additional amounts with respect to such tax or assessment.
ARTICLE III
ORIGINAL ISSUE OF NOTES
Section 301 Original
Issue of Notes.
The Notes may, upon execution
of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon
Company Order, authenticate and deliver such Notes as in such Company Order provided.
ARTICLE IV
SATISFACTION AND DISCHARGE
With respect to the Notes
only, Section 401 of the Base Indenture is hereby replaced with the following:
Section 401 Satisfaction
and Discharge of Indenture.
This Indenture, including
the provisions of Article XIV of the Base Indenture as modified hereby (except as to any surviving rights of registration of transfer
or exchange of Notes expressly provided for in this Indenture), shall upon Company Request cease to be of further effect with respect
to the Notes, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging
satisfaction and discharge of this Indenture as to the Notes, when
(a) either:
(1) all
Notes previously authenticated and delivered (other than (i) Notes which have been destroyed, lost, or stolen and which have been
replaced or paid as provided in Section 306 of the Base Indenture and (ii) Notes for whose payment money has previously been
deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 1003 of the Base Indenture) have been delivered to the Trustee for cancellation; or
(2) all
such Notes not previously delivered to the Trustee for cancellation
(A) have
become due and payable,
(B) will
become due and payable at their Stated Maturity within one year, or
(C) are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the case of (A), (B) or (C) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge
the entire indebtedness on such Notes not previously delivered to the Trustee for cancellation (other than Notes which have been destroyed,
lost, or stolen and which have been replaced or paid as provided in Section 306 of the Base Indenture), for principal and any premium
and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;
(b) the
Company has paid or caused to be paid all other sums payable by the Company under this Supplemental Indenture; and
(c) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for in this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied
with.
Notwithstanding the satisfaction
and discharge of this Indenture with respect to the Notes, the obligations of the Company to the Trustee under Section 607 of the
Base Indenture, the obligations (if any) of the Company to any Authenticating Agent under Section 614 of the Base Indenture and,
if money shall have been deposited with the Trustee pursuant to subclause (2) of Clause (a) of this Section, the obligations
of the Trustee under Section 402 of the Base Indenture and the last paragraph of Section 1003 of the Base Indenture shall survive.
ARTICLE V
REMEDIES
With respect to the Notes
only, the limitations set forth in Section 507 of the Base Indenture do not apply to a suit instituted by a holder of Notes for the
enforcement of payment of the principal of or interest on the Notes on or after the Maturity Date.
With respect to the Notes
only, Sections 501, 502, 503 and 512 of the Base Indenture are hereby replaced with the following:
Section 501 Events
of Default.
“Events of Default,”
wherever used in this Indenture with respect to the Notes, means any one of the following events (whatever the reason for such Event of
Default, whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order
of any court or any order, rule, or regulation of any administrative or governmental body):
(a) a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or a Principal Subsidiary
Bank in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or a Principal Subsidiary Bank is appointed
for the Company or for any substantial part of its property or for a Principal Subsidiary Bank, or a court or a bank regulatory authority
having jurisdiction in the premises, shall appoint a receiver or similar official, or order the winding-up or liquidation of the affairs
of the Company or a Principal Subsidiary Bank, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive
days; or
(b) the
Company or a Principal Subsidiary Bank shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or shall consent to the entry of an order for relief in any involuntary case under any such law, or the Company
or a Principal Subsidiary Bank shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or similar official) of the Company or a Principal Subsidiary Bank or for any substantial part of its property,
or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall
take any corporate action in furtherance of any of the foregoing.
Section 502 Acceleration
of Maturity; Rescission and Annulment.
If an Event of Default under
clause (a) or (b) of Section 501 hereof with respect to the Notes occurs and is continuing, then the Trustee
or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes may declare the principal of all the Notes
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or such lesser amount shall become immediately due and payable.
At any time after such a declaration
has been made with respect to the Notes and before a judgment or decree for payment of the money due has been obtained by the Trustee
as provided in Article V of this Indenture, the Holders of a majority in principal amount of the Outstanding Notes, by written notice
to the Company and the Trustee may waive all defaults with respect to all affected series, and may rescind and annul such declaration
and the consequences of the Event of Default if:
(a) the
Company has paid or deposited with the Trustee a sum sufficient to pay (1) all overdue interest on all Notes, (2) the principal
of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest on such
Notes at the rate or rates prescribed herein and in the Notes, and (3) all sums paid or advanced by the Trustee under this Indenture
and the compensation, expenses, disbursements, and advances of the Trustee, its agents, and counsel; and
(b) all
defaults and Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes which has become due
solely by such acceleration, have been cured or waived as provided in Section 513 of the Base Indenture.
No such rescission shall affect
any subsequent default or impair any consequent right.
Except for an Event of Default
specified in Section 501(a) or 501(b), no other default, or failure to perform, or breach of any covenant
or warranty of the Company, shall result in a right to accelerate the principal or interest due under the Securities then Outstanding.
Section 503 Collection
of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that
if:
(a) default
is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period
of 30 days,
(b) default
is made in the payment of the principal of (or premium, if any, on) any Note at its Maturity and such default continues for a period of
30 days, or
(c) default
is made in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in the performance of which or breach of which is elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities other than such series), and such default or breach continues
for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under this Indenture,
the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed in such Securities,
and, in addition, such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation,
expenses, disbursements, and advances of the Trustee, its agents, and counsel.
If the Company fails to pay
such amounts immediately upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such Notes, wherever situated.
If an Event of Default with
respect to the Notes occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of the Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other proper remedy.
Section 504 Control
by Holders.
The Holders of a majority
in principal amount of the Outstanding Notes shall have the right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes, provided
that:
(a) such
direction shall not be in conflict with any rule of law or with this Indenture,
(b) the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction,
(c) such
direction is not unduly prejudicial to the rights of other Holders of the Notes (it being understood that the Trustee does not have an
affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders); and
(d) the
Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers
of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.
ARTICLE VI
DEFEASANCE
Section 601 Defeasance
Applicable to Notes.
Pursuant to Section 301
of the Base Indenture, provision is hereby made for defeasance of the Notes under Section 1301 of the Base Indenture upon the terms
and conditions contained in Article XIII of the Base Indenture.
ARTICLE VII
REDEMPTION
Section 701 Redemption.
The Notes shall be redeemable,
in each case, in whole at any time or in part from time to time, at the option of the Company beginning with the Interest Payment Date
of July 15, 2029, but not prior thereto (except upon the occurrence of certain events specified below), and on any Interest Payment
Date thereafter (each, a “Redemption Date”), subject to obtaining the prior approval of the Federal Reserve to the
extent such approval is then required under the rules of the Federal Reserve. The Notes may not otherwise be redeemed prior to the
Maturity Date, except that the Company may, at its option, redeem the Notes before the Maturity Date, in whole, but not in part, subject
to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal
Reserve, upon the occurrence of a Tier 2 Capital Event or a Tax Event, or if the Company is required to register as an investment company
pursuant to the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1 et seq.). Any such redemption shall be at a Redemption Price
equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption
Date fixed by the Company (subject to the right of Holders of the Notes on the relevant record date to receive interest, if any, due on
the relevant Interest Payment Date). The provisions of Article XI of the Base Indenture shall apply to any redemption of the Notes
pursuant to this Section 701. Any partial redemption of a global Security representing the Notes shall be made in accordance
with DTC’s applicable procedures among all of the Holders of the Notes. If any Note is to be redeemed in part only, the notice of
redemption relating to such Note shall state that it is a partial redemption and the portion of the principal amount thereof to be redeemed,
and a replacement Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon
cancellation of the original Note.
Section 702 Effect
of Notice of Redemption.
With respect to the Notes
only, Section 1106 of the Base Indenture is hereby revised to read as follows:
Notice of redemption having
been given in accordance with this Indenture, the Notes to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price specified in the notice, and from and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Notes shall cease to bear interest; provided that any redemption or notice of any redemption may, at the
Company’s discretion, be subject to the satisfaction (or waiver by the Company in its sole discretion) of one or more conditions
precedent, including, but not limited to, completion of an equity offering, other offering, issuance of indebtedness, or other corporate
transaction or event, and notice of any redemption in respect thereof may be given prior to the completion thereof and may be partial
as a result of only some of the conditions being satisfied. Any such conditions precedent shall be set forth in the notice of redemption,
and such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all
such conditions shall be satisfied (or waived by the Company in its sole discretion), including to a date that is more than 60 days following
the date of the initial notice of redemption, or such redemption may not occur and such notice may be rescinded in the event that any
or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the
Redemption Date so delayed. The Company shall provide written notice of the delay or rescission of such notice of redemption to the Trustee
no later than 5:00 p.m. Eastern Time on the second Business Day prior to the Redemption Date. Upon surrender of any Note for redemption
in accordance with a notice of redemption, such Note shall be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date.
ARTICLE VIII
MISCELLANEOUS
Section 801 Ratification
of Indenture.
The Base Indenture, as supplemented
by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the
Base Indenture in the manner and to the extent herein and therein provided; provided, however, that the provisions of this
Supplemental Indenture shall apply solely with respect to the Notes and shall govern in the event of any difference with the Base Indenture.
Section 802 Conflict
with Trust Indenture Act.
If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded,
as the case may be.
Section 803 Effect
of Headings and Table of Contents.
The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Section 804 Successors
and Assigns.
All covenants and agreements
in this Supplemental Indenture by the Company shall bind its successors and assigns, whether expressed or not.
Section 805 Separability
Clause.
In case any provision in this
Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 806 Benefits
of Indenture.
Nothing in this Supplemental
Indenture or in the Notes, express or implied, shall give to any Person, other than the Holders of the Securities, the parties hereto
and their successors hereunder, any benefit of any legal or equitable right, remedy or claim under this Supplemental Indenture.
Section 807 Governing
Law.
This Supplemental Indenture
and the Notes shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y.
General Obligations Law Section 5-1401 and any successor statute thereto), without regard to the conflicts of law provisions thereof.
Section 808 Waiver
of Jury Trial.
EACH OF THE COMPANY, THE TRUSTEE
AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
SUPPLEMENTAL INDENTURE, THE SECURITIES, THE BASE INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section 809 Consent
to Jurisdiction.
Each of the Company and the
Trustee irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction
of any court of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York,
New York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought
in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. Each of the Company
and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that
may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding
has been brought in an inconvenient forum. Each of the Company and the Trustee agrees, to the fullest extent that it lawfully may do so,
that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and
the Trustee, respectively, and the Company waives, to the fullest extent permitted by law, any objection to the enforcement by any competent
court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of
such suit, action or proceeding.
Section 810 Counterparts.
This Supplemental Indenture
may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile, email or other electronic format (i.e., “pdf,” “tif”
or “jpg”) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may
be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, email
or other electronic format shall be deemed to be their original signatures for all purposes. This Supplemental Indenture and any other
document, certificate or opinion delivered in connection with this Supplemental Indenture or the issuance and delivery of Notes may be
signed by or on behalf of the Company and the Trustee by manual, facsimile or pdf, tif or jpg.
Section 811 Trustee.
The Trustee shall not be responsible
for and makes no representation as to the validity, sufficiency or adequacy of this Supplemental Indenture or the Notes, and the recitals
contained in this Supplemental Indenture and in the Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee
shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof and it shall not be responsible
for any statement in any other document in connection with the sale of the Notes.
Section 812 USA
PATRIOT Act.
The parties hereto acknowledge
that in order to help the government fight the funding of terrorism and money laundering activities, pursuant to federal regulations that
became effective on October 1, 2003, Section 326 of the USA PATRIOT Act requires all financial institutions to obtain, verify,
and record information that identifies each person establishing a relationship or opening an account with the Trustee. The parties hereto
agree that they will provide the Trustee with name, address, tax identification number, if applicable, and other information that will
allow the Trustee to identify the individual or entity who is establishing the relationship, and will further provide the Trustee with
formation documents such as articles of incorporation or other identifying documents.
ARTICLE IX
SUPPLEMENTAL INDENTURES
With respect to the Notes
only, Sections 901, 902 and 1411 of the Base Indenture are hereby replaced with the following:
Section 901 Supplemental
Indentures Without Consent of Holders.
Without the consent of any
Holder of the Notes, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more supplemental indentures, in form satisfactory to the Trustee, for any of the following purposes:
(a) to
evidence the succession of another Person to the Company as obligor under this Indenture;
(b) to
evidence and provide for the acceptance or appointment of a successor Trustee with respect to the Notes or facilitate the administration
of the trusts under this Indenture by more than one Trustee;
(c) to
add to the covenants for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company in this
Indenture, provided that such action shall not adversely affect the interests of the Holders of the Notes in any material respect
as determined in good faith by the Company and evidenced by an Officers’ Certificate;
(d) to
add or eliminate additional Events of Default;
(e) to
cure any ambiguity, defect or inconsistency in this Indenture, provided that such action shall not adversely affect the interests
of the Holders of the Notes in any material respect as determined in good faith by the Company and evidenced by an Officers’ Certificate;
(f) to
conform the text of this Indenture or the Notes to any provision of the “Description of Notes” in the prospectus supplement
applicable to the Notes at the time of the initial sale thereof;
(g) to
secure the Notes or add obligors or collateral;
(h) to
establish the form of any Securities and to provide for the issuance of any series of Securities under the Base Indenture and to set forth
the terms thereof;
(i) to
provide for additional Notes;
(j) to
provide for the issuance of Notes in uncertificated form in addition to or in place of certificated Notes;
(k) to
add to, change, or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that
any such addition, change, or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution
of a supplemental indenture making such addition, change or elimination and entitled to the benefit of such provision nor (B) modify
the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no
such Security Outstanding;
(l) to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however,
that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of applicable securities
law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;
(m) to
make any change that does not adversely affect the rights of any Holder of Notes in any material respect as determined in good faith by
the Company and evidenced by an Officers’ Certificate;
(n) to
qualify or maintain qualification of this Indenture under the Trust Indenture Act; or
(o) to
comply with the rules and regulations of any securities exchange or automated quotation system on which the Notes may be listed or
traded.
Section 902 Supplemental
Indenture With Consent of Holders.
With the consent of the Holders
of not less than a majority in principal amount of the Outstanding Notes and other Securities of each series affected by such supplemental
indenture, by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into a supplemental indenture or indentures for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture as applicable to the Notes; provided, however, that no such supplemental
indenture entered into pursuant to this Section 902 shall, without the consent of the Holder of each Outstanding
Security affected by such supplemental indenture:
(a) change
the Stated Maturity or due date of the principal of or interest payable on the Notes or change the currency in which such principal or
interest is payable;
(b) reduce
the principal amount of or the rate or amount of interest on the Notes;
(c) impair
the right to institute suit for the enforcement of any payment on with respect to the Notes;
(d) reduce
the percentage in principal amount of the Outstanding Notes, the consent of the Holders of which is required (1) to modify or amend
this Indenture, or (2) to waive compliance with the provisions of or defaults under this Indenture and their consequences provided
for in this Indenture;
(e) modify
any of the provisions of this Section, Section 513 of the Base Indenture, or Section 1005 of the Base Indenture, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each affected Outstanding Note, provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion
of this proviso, in accordance with the requirements of Section 611(2) of the Base Indenture and Section 901(b) hereof;
(f) modify
any of the provisions of this Indenture with respect to the subordination of any Note or of any series of Securities issued under the
Base Indenture in a manner adverse to the Holders or adverse to the capital treatment of the Notes, except to clarify ambiguities or to
meet regulatory requirements for the Notes to qualify as Tier 2 Capital or the equivalent for bank regulatory purposes; or
(g) modify
or affect in any manner adverse to the Holders of the Notes the terms and conditions of the obligation of the Company in respect of the
due and punctual payment of the principal of or premium or interest on the Notes.
Section 903 Modification
of Subordination Provisions.
Anything in Article IX
of the Base Indenture or elsewhere contained in this Indenture to the contrary notwithstanding, no modification or amendment of this Indenture
that adversely affects the superior position of any holder of Senior Debt shall be effective against any such holder of Senior Debt unless
such holder of Senior Debt has consented to such modification or amendment.
[Signature pages follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.
| DIME COMMUNITY BANCSHARES, INC. |
| | |
| | By: |
/s/Avinash Reddy |
| | Name: |
Avinash Reddy |
| | Title: |
Senior Executive Vice President and Chief Financial Officer |
[Signature
page to Second Supplemental Indenture]
| WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee |
| | |
| | |
By: |
/s/ Iris Munoz |
| | |
Name: |
Iris Munoz |
| | |
Title: |
Assistant Vice President |
[Signature
page to Second Supplemental Indenture]
Exhibit A
FORM OF NOTE
(See Attached)
[FORM OF GLOBAL NOTE]
DIME COMMUNITY BANCSHARES, INC.
9.000% FIXED-TO-FLOATING RATE SUBORDINATED NOTE
DUE JULY 15, 2034
|
No. [1]
$[65,000,000] ([2,600,000] Units, Each Unit
Representing $25 Principal
Amount of Notes) |
CUSIP No. 25432X 300
ISIN No. US25432X3008 |
THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE.
THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN
THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER
OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO DIME COMMUNITY
BANCSHARES, INC. (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS SECURITY IS NOT A
DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER GOVERNMENT
AGENCY.
THIS SECURITY IS SUBORDINATED,
AS TO PRINCIPAL, INTEREST AND PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR DEBT” OF THE COMPANY, INCLUDING
ALL OBLIGATIONS TO THE COMPANY’S DEPOSITORS AND GENERAL CREDITORS OR TRADE CREDITORS. THIS SECURITY IS NOT SECURED BY ANY ASSETS
OF THE COMPANY OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF COMPANY’S SUBSIDIARIES
OR AFFILIATES.
THIS SECURITY IS ISSUABLE
IN MINIMUM DENOMINATIONS OF $25 AND INTEGRAL MULTIPLES OF $25 IN EXCESS THEREOF OR IN UNITS, EACH UNIT REPRESENTING $25 PRINCIPAL AMOUNT
OF NOTES. AS PROVIDED IN THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, SECURITIES OF THIS SERIES ARE EXCHANGEABLE
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES OF SUCH SERIES OF A DIFFERENT AUTHORIZED DENOMINATION, AS REQUESTED BY THE HOLDER
SURRENDERING THE SAME.
Dime Community Bancshares, Inc.,
a New York corporation, and any successor thereto, as provided below (the “Company”), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of [SIXTY-FIVE MILLION] DOLLARS ($[65,000,000]) ([2,600,000]
units, each Unit representing $25 principal amount of Notes) on July 15, 2034 (the “Stated Maturity Date”), unless
redeemed prior to such date. This Security will bear interest at a fixed rate of 9.000% per annum from and including June 28, 2024,
to, but excluding, July 15, 2029 (the “Fixed Rate Period”), unless redeemed prior to such date. Interest accrued
on this Security during the Fixed Rate Period will be payable quarterly in arrears on January 15, April 15, July 15 and
October 15 of each year (each such date, a “Fixed Rate Interest Payment Date”), with the first such Fixed Rate
Interest Payment Date being October 15, 2024, and the last such Fixed Rate Interest Payment Date being July 15, 2029, unless
redeemed prior to such date. This Security will bear interest at a floating per annum interest rate from and including July 15, 2029,
to, but excluding, the Stated Maturity Date or any earlier redemption date (the “Redemption Date”) (such period, the
“Floating Rate Period”). The floating interest rate will be reset quarterly, and the interest rate for any Floating
Interest Period will be equal to the then-current Benchmark plus 495.1 basis points. During the Floating Rate Period, interest on this
Security will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (each such
date, a “Floating Rate Interest Payment Date”, and together with a Fixed Rate Interest Payment Date, an “Interest
Payment Date”), with the first such Floating Rate Interest Payment Date being October 15, 2029, and the last such Floating
Rate Interest Payment Date being the Stated Maturity Date, unless redeemed prior to such date. Notwithstanding the foregoing, if the Benchmark
is less than zero, the Benchmark shall be deemed to be zero. The interest so payable, and punctually paid or duly provided for on any
Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar
day (whether or not a Business Day) prior to such Interest Payment Date; provided, however, that interest payable at Maturity
shall be paid to the Person to whom principal shall be payable.
The interest payable on any
Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day
months to, but excluding, July 15, 2029. The interest payable on any Floating Rate Interest Payment Date during the Floating Rate
Period will be computed on the basis of a 360-day year and the number of days actually elapsed. If a Fixed Rate Interest Payment Date
or the Stated Maturity Date for this Security falls on a day that is not a Business Day, the interest payable on such Interest Payment
Date or the payment of principal and interest on the Stated Maturity Date will be paid on the next succeeding Business Day, but the payments
made on such dates will be treated as being made on the date that the payment was first due and the Holder of this Security will not be
entitled to any further interest or other payment. If a Floating Rate Interest Payment Date falls on a day that is not a Business Day,
then such Floating Rate Interest Payment Date will be postponed to the next succeeding Business Day, unless such day falls in the next
succeeding calendar month, in which case such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business
Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day.
No sinking fund will be provided
with respect to this Security. In no event shall any Holder of this Security have the right to require the Company to call, redeem or
repurchase this Security, in whole or in part prior to maturity. Nothing in this paragraph, however, shall limit the ability of the Holder
of this Security to enforce its rights to the payment of principal and premium, if any, and interest on the Security at maturity as provided
herein.
Payment of the principal of
and interest on this Security will be made at the Corporate Trust Office of the Trustee, or such other office or agency designated by
the Company for that purpose, in U.S. Dollars; provided that, at the option of the Company, interest on this Security
may be paid by mailing a check to the address of the Person entitled to such interest as such address shall appear in the Security Register.
Under certain conditions,
the Company may, without notice to or the consent of the Holder of this Security, create and issue additional notes having the same ranking,
interest rate, maturity date and other terms as this Security (other than the date of issuance, the issue price, the initial interest
accrual date and the first Interest Payment Date), provided that no such additional notes may be issued unless
(1) the additional notes are fungible with this Security for United States securities law purposes, (2) (a) the additional
notes are issued pursuant to a “qualified reopening” of this Security for United States federal income tax purposes, or (b) this
Security was, and the additional notes are, issued without any original issue discount for United States federal income tax purposes and
(3) the additional notes have the same CUSIP number as this Security. No additional notes may be issued if any Event of Default has
occurred and is continuing with respect to this Security. Such additional notes shall be consolidated and form a single series with this
Security for all purposes under the Indenture.
Any “depository institution,”
as defined in Section 3(c)(1) of the Federal Deposit Insurance Act, which holds this Security (or beneficial interest therein)
shall be deemed to have agreed by acquiring this Security (or such beneficial interest) to waive any rights to offset all or any portion
of the indebtedness represented by this Security (or such beneficial interest) against any indebtedness or other obligations of such institution
to the Company.
Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual, facsimile or pdf.
| DIME COMMUNITY BANCSHARES, INC. |
| | |
| By: |
|
| Name: |
| Title: |
| | |
| Dated: [ ], 2024 | |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
| |
By: |
|
| |
Authorized Signatory |
| |
|
| Dated: [ ], 2024 |
|
[Signature
Page to Global Note]
REVERSE OF SECURITY
This Security is one of a
duly authorized issue of securities of the Company (the “Securities”), issued and to be issued in one or more series
under a Indenture, dated as of May 6, 2022 (the “Base Indenture”), as supplemented by that Second Supplemental
Indenture, dated as of June 28, 2024 (the “Second Supplemental Indenture,” and together with the Base Indenture,
the “Indenture”), between the Company and Wilmington Trust, National Association, as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company
and the Holders of the Securities, and to which Indenture reference is hereby made for a statement of the terms upon which the Securities
of this series designated on the face hereof are, and are to be, authenticated and delivered. By the terms of the Indenture, the Securities
are issuable in series that may vary as to amount, date of maturity, rate of interest, rank and in any other respect provided in the Indenture.
The indebtedness evidenced
by this Security is subordinate and junior in right of payment to all Senior Debt to the extent provided in the Indenture, and each Holder
of this Security, by such Holder’s acceptance of this Security, covenants and agrees to the subordination provided in the Indenture
and shall be bound by the provisions of the Indenture. Senior Debt shall continue to be Senior Debt and entitled to the benefits of these
subordination provisions irrespective of any amendment, modification, or waiver of any term of the Senior Debt or extension or renewal
of the Senior Debt.
Each Holder hereof, by his,
her or its acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each
such Holder upon said provisions.
The Indenture contains provisions
for defeasance of this Security upon compliance with certain conditions set forth in the Indenture.
If certain Events of Default
with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture. Any Event of Default with respect to this Security may be
waived by the Holder hereof, as and if provided in the Indenture.
The Company may, at its option,
redeem the Securities of this series, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal
amount of the Securities to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, on any Interest
Payment Date on or after July 15, 2029. The Company may also, at its option, redeem the Securities of this series before the Stated
Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event, a Tax Event or if the Company is
required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. Any such redemption will be
at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any,
to, but excluding, the Redemption Date fixed by the Company.
Notwithstanding any of the
foregoing, to the extent then required under or pursuant to applicable regulations of the Federal Reserve, this Security may not be repaid
prior to the Stated Maturity Date without the prior written consent of the Federal Reserve. In the event of redemption of this Security
in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof. The provisions of Article XI of the Base Indenture and Article VII of the
Second Supplemental Indenture shall apply to the redemption of any Securities of this series by the Company.
In the event that any payment
on the Securities of this series is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a
change in law or otherwise), the Company will not pay additional amounts with respect to such tax or assessment.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium (if any) and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company maintained under Section 1002 of the Base Indenture
for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Nothing in this Security,
express or implied, shall give to any person, other than the Holders of the Securities of this series, the parties hereto and their permitted
successors hereunder, any benefit of any legal or equitable right, remedy or claim hereunder.
All notices under this Security
shall be in writing and, in the case of the Company, addressed to the Company at 898 Veterans Memorial Highway, Suite 560, Hauppauge,
New York 11788, Attention: General Counsel, or, in the case of the Trustee, addressed to the Trustee at 277 Park Avenue, 25th Floor, New
York, NY 10172 , Attention: Dime Community Bancshares Notes Administrator or to such other address of the Trustee as the Trustee may notify
the Holders of the Securities of this series. All notices to the Holder of this Security will be given to the Holder at its address as
it appears in the Security Register.
All covenants and agreements
by the Company in this Security and the Indenture shall bind the Company’s successors and assigns, including successors by operation
of law resulting from a merger or consolidation of the Company, or successors resulting from the transfer of the Company’s assets
and liabilities substantially or entirely, to another entity (“Successors”). Any Successor shall expressly assume in
writing all the Company’s obligations hereunder prior to becoming a Successor, and upon becoming a Successor, shall perform all
the Company’s obligations hereunder and make all payments due hereunder.
In case any provision in this
Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
EACH OF THE COMPANY, THE TRUSTEE
AND EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
SECURITY, THE INDENTURE, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
This Security shall be governed
by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General Obligations Law Section 5-1401
and any successor statute thereto), without regard to the conflicts of law provisions thereof.
[FORM OF TRANSFER NOTICE]
To assign this Security, fill in the form below:
| (I) or (we) assign and transfer this Note to: |
|
| |
(Insert Assignee’s legal name) |
(Insert assignee’s Soc. Sec. or tax I.D.
no.)
(Print or type assignee’s name, address and
zip code)
and irrevocably appoint to transfer this Security on the books of the
Company. The agent may substitute another to act for him.
Date:
| Your signature: |
|
| |
(Sign exactly as your name appears on the face of this Security) |
Signature Guarantee*:
*Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).
