GUARANTEE AGREEMENT CECIL BANCORP, INC. Dated as of November 30, 2006 GUARANTEE AGREEMENTGuarantee Agreement • December 4th, 2006 • Cecil Bancorp Inc • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of November 30, 2006, is executed and delivered by Cecil Bancorp, Inc., a bank holding company incorporated in Maryland (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 Cecil Bancorp Capital Trust II, a Delaware statutory trust (the “Issuer”).
CECIL BANCORP CAPITAL TRUST II Fixed/Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributionsand Other Payments byCecil Bancorp, Inc. PURCHASE AGREEMENTPurchase Agreement • December 4th, 2006 • Cecil Bancorp Inc • Savings institution, federally chartered • New York
The Debt Securities will be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date specified in Section 3 hereof, and executed and delivered by the Company and Wilmington Trust Company, as trustee (the “Guarantee Trustee”), for the benefit of the holders from time to time of the Debt Securities. The entire proceeds from the sale of the Debt Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and will be used by the Trust to purchase $7,217,000 in principal amount of the Fixed/Floating Rate Junior Subordinated Debt Securities due 2037 of the Company (the “Subordinated Debt Securities”). The Debt Securities and the Common Securities of the Trust will be issued pursuan
