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Title: |
Guarantee Agreement |
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Date: |
2007 |
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Preview shows 18KB of 50KB total |
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Price: |
$51 |
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ID: |
#2895004 |
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GUARANTEE AGREEMENT
LAKELAND BANCORP, INC.
Dated as of May 16, 2007
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I | ||||
| DEFINITIONS AND INTERPRETATION | ||||
| SECTION 1.1 | Definitions and Interpretation. | 1 | ||
| ARTICLE II | ||||
| POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE | ||||
| SECTION 2.1 | Powers and Duties of the Guarantee Trustee. | 4 | ||
| SECTION 2.2 | Certain Rights of the Guarantee Trustee. | 5 | ||
| SECTION 2.3 | Not Responsible for Recitals or Issuance of Guarantee. | 7 | ||
| SECTION 2.4 | Events of Default; Waiver. | 7 | ||
| SECTION 2.5 | Events of Default; Notice. | 8 | ||
| ARTICLE III | ||||
| THE GUARANTEE TRUSTEE | ||||
| SECTION 3.1 | The Guarantee Trustee; Eligibility. | 8 | ||
| SECTION 3.2 | Appointment, Removal and Resignation of the Guarantee Trustee. | 9 | ||
| ARTICLE IV | ||||
| GUARANTEE | ||||
| SECTION 4.1 | Guarantee. | 9 | ||
| SECTION 4.2 | Waiver of Notice and Demand. | 10 | ||
| SECTION 4.3 | Obligations Not Affected. | 10 | ||
| SECTION 4.4 | Rights of Holders. | 11 | ||
| SECTION 4.5 | Guarantee of Payment. | 11 | ||
| SECTION 4.6 | Subrogation. | 11 | ||
| SECTION 4.7 | Independent Obligations. | 12 | ||
| SECTION 4.8 | Enforcement. | 12 | ||
| ARTICLE V | ||||
| LIMITATION OF TRANSACTIONS; SUBORDINATION | ||||
| SECTION 5.1 | Limitation of Transactions. | 12 | ||
| SECTION 5.2 | Ranking. | 13 | ||
i
| Page | ||||
| ARTICLE VI | ||||
| TERMINATION | ||||
| SECTION 6.1 | Termination. | 13 | ||
| ARTICLE VII | ||||
| INDEMNIFICATION | ||||
| SECTION 7.1 | Exculpation. | 13 | ||
| SECTION 7.2 | Indemnification. | 14 | ||
| SECTION 7.3 | Compensation; Reimbursement of Expenses. | 15 | ||
| ARTICLE VIII | ||||
| MISCELLANEOUS | ||||
| SECTION 8.1 | Successors and Assigns. | 15 | ||
| SECTION 8.2 | Amendments. | 16 | ||
| SECTION 8.3 | Notices. | 16 | ||
| SECTION 8.4 | Benefit. | 16 | ||
| SECTION 8.5 | Governing Law. | 16 | ||
| SECTION 8.6 | Counterparts. | 17 | ||
ii
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT (the Guarantee), dated as of May 16, 2007, is executed and delivered by Lakeland Bancorp, Inc., a bank holding company incorporated in the State of New Jersey (the Guarantor), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Lakeland Bancorp Capital Trust IV, a Delaware statutory trust (the Issuer).
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the Declaration), dated as of May 16, 2007, among the trustees named therein of the Issuer, Lakeland Bancorp, Inc., as sponsor, and the Holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof securities, having an aggregate liquidation amount of $20,000,000, designated in the Declaration as MMCapSSM (the Capital Securities); and
WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of Capital Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the purchase by each Holder of the Capital Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.
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