CZNC · Citizens & Northern Corp · Debt

Verified covenant terms

• Section 11.3 · Default With Respect to Senior Indebtedness no payment or principal of or interest on the Subordinated Notes, or in respect of any retirement, purchase or other acquisition of any of the Subordinated Notes, will be made by the Company. Applies to every series under this agreement Springing Trigger: any default in the payment of principal of, or premium, if any, or interest on, any Senior Indebtedness, beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness will have occurred and be continuing Exceptions: unless and until such default or event of default will have been cured or waived or will have ceased to exist Section 11.3Default With Respect to Senior Indebtedness.
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  Source evidence: In the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior Indebtedness, beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness will have occurred and be continuing, or would occur as a result of the payment referred to hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default will have been cured or waived or will have ceased to exist, no payment or principal of or interest on the Subordinated Notes, or in respect of any retirement, purchase or other acquisition of any of the Subordinated Notes, will be made by the Company.

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.2 · the Company may not declare or pay any dividends or distributions Upon an Event of Default, the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock Applies to every series under this agreement Springing Trigger: Upon an Event of Default Exceptions: other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock Section 4.2Failure to Make Payments.
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  Source evidence: Upon an Event of Default, the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to the Subordinated Notes, or make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional interests in shares of Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s common stock related to the issuance of common stock or rights under any benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment plans.

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• Section 7.1 · The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: Applies to every series under this agreement Section 7.1Merger, Consolidation or Sale of All or Substantially All Assets.
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  Source evidence: The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless:

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.7 · Company Statement as to Compliance The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate covering the preceding calendar year Applies to every series under this agreement Section 9.7Company Statement as to Compliance.
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  Source evidence: The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.1 · neither the Trustee nor any Holder may accelerate the Maturity neither the Trustee nor any Holder may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. Applies to every series under this agreement Exceptions: upon the occurrence of an Event of Default other than an Event of Default described in Section 4.1(1) or Section 4.1(2) Section 4.1Events of Default; Acceleration.
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  Source evidence: Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 4.1(1) or Section 4.1(2), neither the Trustee nor any Holder may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable.

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• (6) · the default by the Company under any bond, debenture, note the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed Applies to every series under this agreement Section 4.1Events of Default; Acceleration.
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  Source evidence: (6)the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $25,000,000, whether such indebtedness now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (ii) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), without such indebtedness having been discharged or such acceleration having been rescinded or annulled.

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• (5) · the failure of the Company to perform any other covenant or agreement the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes or in this Indenture Applies to every series under this agreement Exceptions: the continuation of such failure for a period of 30 days after the date on which notice Section 4.1Events of Default; Acceleration.
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  Source evidence: (5)the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes or in this Indenture, and the continuation of such failure for a period of 30 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 1.5, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 40% in aggregate principal amount of the Subordinated Notes at the time Outstanding; or

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.8 · Tier 2 Capital Company will immediately notify the Trustee and the Holders Applies to every series under this agreement Section 9.8Tier 2 Capital.
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  Source evidence: If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.5 · Maintenance of Properties The Company will, and will cause each Significant Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order Applies to every series under this agreement Exceptions: nothing in this Section will prevent the Company or any Significant Subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the Company or of any Significant Subsidiary, as the case may be desirable in the conduct of its business. Section 9.5Maintenance of Properties.
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  Source evidence: The Company will, and will cause each Significant Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section will prevent the Company or any Significant Subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the Company or of any Significant Subsidiary, as the case may be desirable in the conduct of its business.

  Target identity evidence: This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).