GUARANTEE AGREEMENT by and between STERLING FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of February 28, 2005 _________________________________________________ GUARANTEE AGREEMENTGuarantee Agreement • March 7th, 2005 • Sterling Financial Corp /Pa/ • National commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of February 28, 2005, is executed and delivered by Sterling Financial Corporation, a Pennsylvania corporation (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 Sterling Financial Statutory Trust IV, a Delaware statutory trust (the “Issuer”).
15,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTSubscription Agreement • March 7th, 2005 • Sterling Financial Corp /Pa/ • National commercial banks • New York
Sterling Financial Corporation, a Pennsylvania corporation (the “Company”), and its financing subsidiary, Sterling Financial Statutory Trust IV, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:
