Exhibit 4.2


 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE dated as of
October 16, 2014 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors
in interest, the “Trustee”), Pathfinder Bancorp, Inc., a Maryland corporation (the “Successor Company”),
and Pathfinder Bancorp, Inc., a federal corporation (the “Company”), under the Indenture referred to below.


 


NOW, THEREFORE, in consideration of the premises
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the Trustee, the Company and the Successor Company hereby agree as follows:


 


PRELIMINARY STATEMENTS


 


The Trustee and the Company are parties to that
certain Indenture dated as of March 22, 2007 (the “Indenture”), pursuant to which the Company issued U.S. $5,155,000.00
of its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037.


 


As permitted by the terms of the Indenture,
the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge (referred to herein for purposes
of Article XI of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the
surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with,
Articles IX and XI of the Indenture.


 


SECTION 1. Definitions. All capitalized
terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings
assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.


 


SECTION 2. Interpretation.


 


		(a)	In this First Supplemental Indenture, unless a clear contrary intention appears:



 


		(i)	the singular number includes the plural number and vice versa;



 


		(ii)	reference to any gender includes the other gender;



 


		(iii)	the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this First Supplemental Indenture as a whole and not to any particular Section or other subdivision;



 


		(iv)	reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are permitted by this First Supplemental Indenture or the Indenture,



 




    	 



    	 



    

 


and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize
any assignment not otherwise permitted by this First Supplemental Indenture or the Indenture;


 


		(v)	reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or
modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as
any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension
or renewal thereof or in substitution or replacement therefor;



 


		(vi)	reference to any Section means such Section of this First Supplemental Indenture; and



 


		(vii)	the word “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding such term.



 


		(b)	No provision in this First Supplemental Indenture shall be interpreted or construed against any Person because that Person
or its legal representative drafted such provision.



 


SECTION 3. Assumption of Obligations.


 


		(a)	Pursuant to, and in compliance and accordance with, Section 11.1 and Section 11.2 of the Indenture, the Successor Company hereby
expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures in
accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants
and conditions of the Indenture to be kept, performed, or observed by the Company under the Indenture.



 


		(b)	Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to and is
substituted for the Company, with the same effect as if the Successor Company had originally been named in the Indenture as the
Company.



 


		(c)	The Successor Company also succeeds to and is substituted for the Company with the same effect
as if the Successor Company had originally been named in (i) the Amended and Restated Declaration of Trust of the Trust, dated
as of March 7, 2007 (the “Trust Agreement”), as Sponsor (as defined in the Trust Agreement) and (ii) the Guarantee
Agreement, dated



 




    	2



    	 



    

 


as of March 22,
2007 (the “Guarantee”), as Guarantor (as defined in the Guarantee).


 


SECTION 4. Representations and Warranties.
The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First
Supplemental Indenture and to perform the Indenture, (b) that it is the successor of the Company pursuant to the Merger effected
in accordance with applicable law, (c) that it is a corporation organized and existing under the laws of Maryland, (d) that both
immediately before and after giving effect to the Merger and this First Supplemental Indenture, no Default or Event of Default,
and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing and
(e) that this First Supplemental Indenture is executed and delivered pursuant to Section 9.1(a) and Article XI of the Indenture
and does not require the consent of the Securityholders.


 


SECTION 5. Conditions of Effectiveness.
This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however,
that:


 


		(a)	the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received one or more counterparts
of this First Supplemental Indenture executed by the Successor Company and the Company;



 


		(b)	the Trustee shall have received an Officers’ Certificate stating that (i) this First Supplemental Indenture complies
with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all conditions precedent, if any,
provided for in the Indenture relating to the Merger and this First Supplemental Indenture have been complied with;



 


		(c)	the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture
relating to the Merger and this First Supplemental Indenture have been complied with; (ii) this First Supplemental Indenture complies
with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX
of the Indenture; (iii) it is proper for the Trustee, under the provisions of Article IX of the Indenture, to join in the execution
of this First Supplemental Indenture; and (iv) the Merger and the assumption by the Successor Company under this First Supplemental
Indenture comply with the provisions of Article XI of the Indenture; and



 


		(d)	the Successor Company and the Company shall have duly executed and filed with the State Department of Assessments and Taxation
of the State of Maryland Articles of Merger in connection with the Merger.



 




    	3



    	 



    

 


SECTION 6. Reference to the Indenture.


 


		(a)	Upon the effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,”
“hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected,
amended and supplemented hereby.



 


		(b)	Upon the effectiveness of this First Supplemental Indenture, each reference in the Debentures to the Indenture including each
term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as
affected, amended and supplemented hereby.



 


		(c)	The Indenture, as amended and supplemented hereby shall remain in full force and effect and is hereby ratified and confirmed.



 


SECTION 7. Execution in Counterparts.
This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute
but one and the same instrument.


 


SECTION 8. Governing Law; Binding Effect.
This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall
be binding upon the parties hereto and their respective successors and assigns.


 


SECTION 9. The Trustee. The Trustee
shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture
or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the
statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.


 


[Signatures on following page]


 




    	4



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly executed as of the day and year first written above.


 


	 	PATHFINDER BANCORP, INC., a federal corporation
	 	 	 
	 	By:	/s/ Thomas W. Schneider	 
	 	 	Name: Thomas W. Schneider
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	PATHFINDER BANCORP, INC., a Maryland corporation
	 	 	 
	 	By:	/s/ Thomas W. Schneider	 
	 	 	Name: Thomas W. Schneider
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee
	 	 	 
		By:	/s/ Michael H. Wass	 
	 	Name:	Michael H. Wass	 
	 	Title:	Assistant Vice President	 


 




    	5