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Title: |
Guarantee Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
47KB total |
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Price: |
$45 |
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ID: |
#2938640 |
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GUARANTEE AGREEMENT
by and between
FIFTH THIRD BANCORP
as Guarantor
and
WILMINGTON TRUST COMPANY
as Guarantee Trustee
relating to
FIFTH THIRD CAPITAL TRUST V
Dated as of August 8, 2007
CROSS-REFERENCE TABLE*
|
Section of Trust Indenture Act of 1939, as amended |
Section of
Guarantee Agreement | |||
|
310(a) |
4.1(a) | |||
|
310(b) |
4.1(c), 2.8 | |||
|
310(c) |
Inapplicable | |||
|
311(a) |
2.2(b) | |||
|
311(b) |
2.2(b) | |||
|
311(c) |
Inapplicable | |||
|
312(a) |
2.2(a) | |||
|
312(b) |
2.2(b) | |||
|
313 |
2.3 | |||
|
314(a) |
2.4 | |||
|
314(b) |
Inapplicable | |||
|
314(c) |
2.5 | |||
|
314(d) |
Inapplicable | |||
|
314(e) |
1.1, 2.5, 3.2 | |||
|
314(f) |
2.1, 3.2 | |||
|
315(a) |
3.1(d) | |||
|
315(b) |
2.7 | |||
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315(c) |
3.1 | |||
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315(d) |
3.1(d) | |||
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316(a) |
1.1, 2.6, 5.4 | |||
|
316(b) |
5.3 | |||
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316(c) |
8.2 | |||
|
317(a) |
Inapplicable | |||
|
317(b) |
Inapplicable | |||
|
318(a) |
2.1 | |||
|
318(b) |
2.1 | |||
|
318(c) |
2.1 |
| * | This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions. |
-i-
TABLE OF CONTENTS
|
ARTICLE I
DEFINITIONS | ||||
|
Section 1.1. |
Definitions | 1 | ||
|
ARTICLE II
TRUST INDENTURE ACT | ||||
|
Section 2.1. |
Trust Indenture Act; Application | 4 | ||
|
Section 2.2. |
List of Holders | 4 | ||
|
Section 2.3. |
Reports by the Guarantee Trustee | 5 | ||
|
Section 2.4. |
Periodic Reports to the Guarantee Trustee | 5 | ||
|
Section 2.5. |
Evidence of Compliance with Conditions Precedent | 5 | ||
|
Section 2.6. |
Events of Default; Waiver | 5 | ||
|
Section 2.7. |
Event of Default; Notice | 5 | ||
|
Section 2.8. |
Conflicting Interests | 6 | ||
|
ARTICLE III
POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE | ||||
|
Section 3.1. |
Powers and Duties of the Guarantee Trustee | 6 | ||
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Section 3.2. |
Certain Rights of Guarantee Trustee | 7 | ||
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Section 3.3. |
Compensation; Indemnity; Fees | 8 | ||
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ARTICLE IV
GUARANTEE TRUSTEE | ||||
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Section 4.1. |
Guarantee Trustee; Eligibility | 9 | ||
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Section 4.2. |
Appointment, Removal and Resignation of the Guarantee Trustee | 10 | ||
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ARTICLE V
GUARANTEE | ||||
|
Section 5.1. |
Guarantee | 10 | ||
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Section 5.2. |
Waiver of Notice and Demand | 11 | ||
|
Section 5.3. |
Obligations Not Affected | 11 | ||
|
Section 5.4. |
Rights of Holders | 12 | ||
|
Section 5.5. |
Guarantee of Payment | 12 | ||
|
Section 5.6. |
Subrogation | 12 | ||
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Section 5.7. |
Independent Obligations | 12 | ||
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ARTICLE VI
COVENANTS AND SUBORDINATION | ||||
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Section 6.1. |
Subordination | 12 | ||
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Section 6.2. |
Pari Passu Guarantees | 13 | ||
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ARTICLE VII
TERMINATION | ||||
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Section 7.1. |
Termination | 13 | ||
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ARTICLE VIII
MISCELLANEOUS | ||||
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Section 8.1. |
Successors and Assigns | 13 | ||
|
Section 8.2. |
Amendments | 13 | ||
|
Section 8.3. |
Notices | 14 | ||
|
Section 8.4. |
Benefit | 14 | ||
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Section 8.5. |
Governing Law | 15 | ||
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Section 8.6. |
Counterparts | 15 | ||
GUARANTEE AGREEMENT, dated as of August 8, 2007 between FIFTH THIRD BANCORP, an Ohio corporation (the ?Guarantor?), having its principal office at 38 Fountain Square Plaza, Cincinnati, Ohio 45263 and WILMINGTON TRUST COMPANY, as trustee (the ?Guarantee Trustee?), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of FIFTH THIRD CAPITAL TRUST V, a Delaware statutory trust (the ?Issuer Trust?).
RECITALS OF THE GUARANTOR
WHEREAS, pursuant to an Amended and Restated Declaration of Trust, dated as of the date hereof (the ?Amended Declaration?), among Fifth Third Bancorp, as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees named therein, the Issuer Trust is issuing up to $500,000,000 aggregate Liquidation Amount (as defined in the Amended Declaration) of its 7.25% Trust Preferred Securities (liquidation amount $25 per Preferred Security) (the ?Preferred Securities?), representing preferred undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Amended Declaration; and
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