GUARANTEE AGREEMENT by and between COMMUNITY BANKS, INC. and WILMINGTON TRUST COMPANY Dated as of January 31, 2006 GUARANTEE AGREEMENTGuarantee Agreement • February 3rd, 2006 • Community Banks Inc /Pa/ • National commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of January 31, 2006, is executed and delivered by Community Banks, Inc., 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 CMTY Capital Statutory Trust III, a Delaware statutory trust (the “Issuer”).
DECLARATION OF TRUSTDeclaration of Trust • February 3rd, 2006 • Community Banks Inc /Pa/ • National commercial banks
This DECLARATION OF TRUST is made this ____ day of January, 2006 (this “Declaration of Trust”), by and among (i) Community Banks, Inc., a Pennsylvania corporation (the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee (“the Trustee”), and (iii) Donald F. Holt and V. Anthony Viozzi, each an individual, as administrators (each an “Administrator” and collectively, the “Administrators”). The Depositor, the Trustee and the Administrators hereby agree as follows:
COMMUNITY BANKS, INC. 10,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTPlacement Agreement • February 3rd, 2006 • Community Banks Inc /Pa/ • National commercial banks • New York
Community Banks, Inc., a Pennsylvania corporation (the “Company”), and its financing subsidiary, CMTY Capital Statutory Trust III, 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:
