GUARANTEE AGREEMENT Northeast Bancorp Dated as of December 22, 2004Guarantee Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
This GUARANTEE AGREEMENT (the "Guarantee"), dated as of December 22, 2004, is executed and delivered by Northeast Bancorp, a bank holding company incorporated in the State of Maine (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 NBN Capital Trust IV, a Delaware statutory trust (the "Issuer").
MMCapSSM NBN Capital Trust IV PLACEMENT AGREEMENTPlacement Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
Pursuant to Section 5(d) of the Placement Agreement, counsel to the Guarantee Trustee, the Institutional Trustee, the Delaware Trustee and the Indenture Trustee shall deliver an opinion in substantially the following form:
COMMON SECURITIES SUBSCRIPTION AGREEMENTCommon Securities Subscription Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of December 22, 2004 (this "Agreement"), between NBN Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the "Trust"), and Northeast Bancorp, a bank holding company incorporated in the State of Maine (the "Buyer"), relating to the Trust's common securities (liquidation amount of $1,000 per security) representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Capital Securities Subscription Agreement (as defined below).
CAPITAL SECURITIES SUBSCRIPTION AGREEMENT December 17, 2004Capital Securities Subscription Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
THIS CAPITAL SECURITIES SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made among NBN Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the "Trust"), Northeast Bancorp (the "Company" and, collectively with the Trust, the "Offerors") and Greenwich Capital Financial Products, Inc. (the "Purchaser").
DEBENTURE SUBSCRIPTION AGREEMENTDebenture Subscription Agreement • February 10th, 2005 • Northeast Bancorp /Me/ • State commercial banks • New York
DEBENTURE SUBSCRIPTION AGREEMENT, dated as of December 22, 2004 (this "Agreement"), between Northeast Bancorp, a bank holding company incorporated in the State of Maine (the "Company"), and NBN Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the "Trust"), relating to the Fixed/Floating Rate Junior Subordinated Debt Securities due 2035 (the "Debentures"), issuable pursuant to an Indenture, dated as of December 22, 2004 (the "Indenture"), between the Company and Wilmington Trust Company, as Trustee. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Capital Securities Subscription Agreement (as defined below).
