exv4w14






EXHIBIT 4.14




 

 








GUARANTEE AGREEMENT




BETWEEN




CITIZENS REPUBLIC BANCORP, INC.




AS GUARANTOR




AND




[__________]




AS GUARANTEE TRUSTEE




RELATING TO




CITIZENS FUNDING TRUST [____]




DATED AS OF [_______________], 20[___]




 

 










 









 












CITIZENS FUNDING TRUST [____]




CERTAIN SECTIONS OF THIS GUARANTEE AGREEMENT RELATING TO




SECTIONS 310 THROUGH 318 OF THE




TRUST INDENTURE ACT OF 1939




	 	 	 
	SECTION OF	 	SECTION OF
	TRUST INDENTURE ACT	 	GUARANTEE AGREEMENT
	310(a)
	 	4.1(a)

	(b)
	 	4.1(c), 2.8

	(c)
	 	Inapplicable

	311(a)
	 	2.2(b)

	(b)
	 	2.2(b)

	(c)
	 	Inapplicable

	312(a)
	 	2.2(a)

	(b)
	 	2.2(b)

	313
	 	2.3

	314(a)
	 	2.4

	(b)
	 	Inapplicable

	(c)
	 	2.5

	(d)
	 	Inapplicable

	(e)
	 	1.1, 2.5, 3.2

	(f)
	 	2.1, 3.2

	315(a)
	 	3.1(d)

	(b)
	 	2.7

	(c)
	 	3.1(c)

	(d)
	 	3.1(d)

	316(a)
	 	1.1, 2.6, 5.4

	(b)
	 	5.3, 5.7

	(c)
	 	8.2

	317(a)
	 	Inapplicable

	(b)
	 	Inapplicable

	318(a)
	 	2.1(b)

	(b)
	 	2.1

	(c)
	 	2.1(a)









 




			
	Note:	 	This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Guarantee Agreement and shall not affect the

interpretation of any of its terms or provisions.




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I
	 	INTERPRETATION AND DEFINITIONS	 	 	1	 
	Section 1.1
	 	Interpretation	 	 	1	 
	Section 1.2
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	TRUST INDENTURE ACT	 	 	5	 
	Section 2.1
	 	Trust Indenture Act; Application	 	 	5	 
	Section 2.2
	 	List of Holders	 	 	5	 
	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	 	 	6	 
	Section 2.6
	 	Events of Default; Waiver	 	 	6	 
	Section 2.7
	 	Events of Default; Notice	 	 	6	 
	Section 2.8
	 	Conflicting Interests	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE	 	 	6	 
	Section 3.1
	 	Powers and Duties of the Guarantee Trustee	 	 	6	 
	Section 3.2
	 	Certain Rights of Guarantee Trustee	 	 	8	 
	Section 3.3
	 	Compensation; Indemnity; Fees	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	GUARANTEE TRUSTEE	 	 	10	 
	Section 4.1
	 	Guarantee Trustee; Eligibility	 	 	10	 
	Section 4.2
	 	Appointment, Removal and Resignation of the Guarantee Trustee	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	GUARANTEE	 	 	11	 
	Section 5.1
	 	Guarantee	 	 	11	 
	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	 
	Section 5.7
	 	Independent Obligations	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	COVENANTS AND SUBORDINATION	 	 	13	 
	Section 6.1
	 	Subordination	 	 	13	 
	Section 6.2
	 	Pari Passu Guarantees	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	TERMINATION	 	 	13	 
	Section 7.1
	 	Termination	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	MISCELLANEOUS	 	 	13	 
	Section 8.1
	 	Successors and Assigns	 	 	13	 
	Section 8.2
	 	Amendments	 	 	14	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 8.3
	 	Notices	 	 	14	 
	Section 8.4
	 	Benefit	 	 	15	 
	Section 8.5
	 	Governing Law	 	 	15	 
	Section 8.6
	 	Counterparts	 	 	15	 






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     THIS GUARANTEE AGREEMENT, dated as of [_______________], 20[___], is executed and delivered by
CITIZENS REPUBLIC BANCORP, INC., a Michigan corporation (the “Guarantor”) having its principal
office at 328 S. Saginaw Street, Flint, Michigan 48502, and [__________], a [__________], 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 CITIZENS FUNDING TRUST [____], a Delaware
statutory trust (the “Issuer Trust”).



WITNESSETH:




     WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of [_______________],
20[___] (the “Trust Agreement”), among the Guarantor, as Depositor, the Property Trustee, the
Delaware Trustee and the Administrative Trustees named therein and the Holders from time to time of
undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing $[*]
aggregate Liquidation Amount (as defined in the Trust Agreement) of its [*]% Enhanced Trust
Preferred Securities, Liquidation Amount $25 per Capital Security (the “Capital Securities”),
representing preferred undivided beneficial interests in the assets of the Issuer Trust and having
the terms set forth in the Trust Agreement;



     WHEREAS, the Capital Securities will be issued by the Issuer Trust and the proceeds thereof,
together with the proceeds from the issuance of the Issuer Trust’s Common Securities (as defined
below), will be used to purchase the Junior Subordinated Debentures (as defined in the Trust
Agreement) of the Guarantor which will be deposited with [__________], as Property Trustee under
the Trust Agreement, as trust assets;



     WHEREAS, as an incentive for the Holders to purchase the Capital Securities, the Guarantor
irrevocably and unconditionally agrees, to the extent set forth herein, to pay to the Holders of
the Capital Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the purchase by each Holder of Capital Securities, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and
delivers this Guarantee Agreement to provide as follows for the benefit of the Holders from time to
time of the Capital Securities:



ARTICLE I

INTERPRETATION AND DEFINITIONS



Section 1.1 Interpretation. In this Guarantee Agreement, unless the context otherwise
requires:




     (a) capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto
have the respective meanings assigned to them in Section 1.2;



     (b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout;



 









 





     (c) all references to “the Guarantee Agreement” or “this Guarantee Agreement” are to this
Guarantee Agreement as modified, supplemented or amended from time to time;



     (d) all references in this Guarantee Agreement to Articles and Sections are to Articles and
Sections of this Guarantee Agreement unless otherwise specified;



     (e) a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee
Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise
requires;



     (f) a reference to the singular includes the plural and vice-versa; and



     (g) the masculine, feminine or neuter genders used herein shall include the masculine,
feminine and neuter genders.


Section 1.2 Definitions. As used in this Guarantee Agreement, the terms set forth below
shall, unless the context otherwise requires, have the following meanings:




     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person; provided,
however, that the Issuer Trust shall not be deemed to be an Affiliate of the Guarantor. For the
purposes of this definition, “control,” when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Board of Directors” means either the board of directors of the Guarantor or any committee of
that board duly authorized to act hereunder.



     “Common Securities” means the securities representing common undivided beneficial interests in
the assets of the Issuer Trust.



     “Event of Default” means a default by the Guarantor on any of its payment or other obligations
under this Guarantee Agreement; provided, however, that, except with respect to a default in
payment of any Guarantee Payments, the Guarantor shall have received notice of default and shall
not have cured such default within 30 days after receipt of such notice.



     “Guarantee Payments” means the following payments or distributions, without duplication, with
respect to the Capital Securities, to the extent not paid or made by or on behalf of the Issuer
Trust: (i) any accumulated and unpaid Distributions (as defined in the Trust Agreement) required to
be paid on the Capital Securities, to the extent the Issuer Trust shall have funds on hand
available therefor at such time, (ii) the redemption price, including all accumulated and unpaid
Distributions to the date of redemption (the “Redemption Price”), with respect to any Capital
Securities called for redemption by the Issuer Trust, to the extent the Issuer Trust shall have
funds on hand available therefor at such time, and (iii) upon a voluntary or involuntary
termination, winding up or liquidation of the Issuer Trust, unless Junior Subordinated Debentures
are distributed to the Holders, the lesser of (a) the aggregate of the Liquidation Amount of $25
per Capital Security plus accumulated and unpaid Distributions on



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the Capital Securities to the date of payment to the extent that the Issuer Trust shall have
funds available therefor at such time and (b) the amount of assets of the Issuer Trust remaining
available for distribution to Holders in liquidation of the Issuer Trust (in either case, the
“Liquidation Distribution”).



     “Guarantee Trustee” means [__________], until a Successor Guarantee Trustee has been appointed
and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter
means each such Successor Guarantee Trustee.



     “Holder” means any holder, as registered on the books and records of the Issuer Trust, of any
Capital Securities; provided, however, that in determining whether the holders of the requisite
percentage of Capital Securities have given any request, notice, consent or waiver hereunder,
“Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor
or the Guarantee Trustee.



     “Indenture” means the Indenture dated as of [_______________], 20[___], between the Guarantor and
[__________], as trustee, as supplemented and amended from time to time.



     “Junior Subordinated Debt” has the meaning specified in the Indenture.



     “List of Holders” has the meaning specified in Section 2.2(a).



     “Majority in Liquidation Amount of the Capital Securities” means, except as provided by the
Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the
Liquidation Amount of all then outstanding Capital Securities issued by the Issuer Trust.



     “Officers’ Certificate” means, with respect to any Person, a certificate signed by the
Chairman or a Vice Chairman of the Board of Directors of such Person or the President or a Vice
President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of such Person, and delivered to the Guarantee Trustee. Any Officers’
Certificate delivered with respect to compliance with a condition or covenant provided for in this
Guarantee Agreement shall include:



     (a) a statement that each officer signing the Officers’ Certificate has read the covenant or
condition and the definitions relating thereto;



     (b) a brief statement of the nature and scope of the examination or investigation undertaken
by each officer in rendering the Officers’ Certificate;



     (c) a statement that each officer has made such examination or investigation as, in such
officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether
or not such covenant or condition has been complied with; and



     (d) a statement as to whether, in the opinion of each officer, such condition or covenant has
been complied with.



     “Person” means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company, trust, unincorporated



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association, or government or any agency or political subdivision thereof, or any other entity
of whatever nature.



     “Responsible Officer” means, with respect to the Guarantee Trustee, any Managing Director, any
Director, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Associate, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer
or any other officer of the Corporate Trust Department of the Guarantee Trustee and also means,
with respect to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer’s knowledge of and familiarity with the particular subject.



     “Senior Indebtedness” means the principal, premium (if any) and interest (including interest
accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the
Guarantor, whether or not such claim for post-petition interest is allowed in such proceeding) on
and of all indebtedness and obligations (other than the Capital Securities, but including any
debentures, notes or other evidence of indebtedness issued under the Indenture) of, or guaranteed
or assumed by, the Guarantor that (i) are for borrowed money (ii) are evidenced by bonds,
debentures, notes or other similar instruments, (iii) represent obligations to policyholders of
insurance or investment contracts, (iv) represent a reimbursement obligation with respect to a
letter of credit, banker’s acceptance or similar facility, or (v) represent the deferred purchase
price of property or services, in each case, whether outstanding on the date of issuance of the
Capital Securities or thereafter created, incurred, assumed or guaranteed, and all amendments,
renewals, extensions, modifications and refundings of such indebtedness and obligations, unless in
any such case the instrument by which such indebtedness or obligations are created, incurred,
assumed or guaranteed by the Guarantor, or are otherwise evidenced, provides that they are
subordinated, or are not superior, in right of payment to the Securities; provided, however, that
Senior Indebtedness shall not include, as applicable:



          (1) any obligation of the Guarantor to any Subsidiary of the Guarantor,




          (2) any liability for Federal, state, local or other taxes owed or owing by the Guarantor or
any Subsidiary of the Guarantor,




          (3) any accounts payable or other liability to trade creditors (including guarantees thereof
or instruments evidencing such liabilities)




          (4) any obligations with respect to any capital stock of the Guarantor, or




          (5) any indebtedness which by its terms is expressly made equal in rank and payment with or
subordinated to the Securities;




     provided further, that if any Senior Indebtedness is disallowed, avoided or subordinated
pursuant to the provisions of Section 548 of Title 11 of the United States Code or any applicable
state fraudulent conveyance law, such Senior Indebtedness nevertheless will constitute Senior
Indebtedness.



     “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.1.



4









 





     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.



     Capitalized or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date hereof.



ARTICLE II

TRUST INDENTURE ACT



Section 2.1 Trust Indenture Act; Application.




     (a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are
required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by
such provisions.



     (b) If and to the extent that any provision of this Guarantee Agreement limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act
through the operation of Section 318(c) thereof, such imposed duties shall control. If any
provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to apply to this
Guarantee Agreement as so modified or to be excluded, as the case may be.


Section 2.2 List of Holders.




     (a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (i)
semiannually, on or before June 30 and December 31 of each year, commencing December 31, 20[___], a
list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of
the Holders (the “List of Holders”) as of a date not more than 15 days prior to the delivery
thereof, and (ii) at such other times as the Guarantee Trustee may request in writing, within 30
days after the receipt by the Guarantor of any such request, a List of Holders as of a date not
more than 15 days prior to the time such list is furnished, in each case to the extent such
information is in the possession or control of the Guarantor and is not identical to a previously
supplied list of Holders or has not otherwise been received by the Guarantee Trustee in its
capacity as such. The Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.



     (b) The Guarantee Trustee shall comply with its obligations under Section 311(a), Section
311(b) and Section 312(b) of the Trust Indenture Act.


Section 2.3 Reports by the Guarantee Trustee. Not later than 60 days after May 15 of each
year, commencing May 15, 20[___], the Guarantee Trustee shall provide to the Holders such reports as
are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with
the requirements of Section 313(d) of the Trust Indenture Act. The Guarantor will notify the
Guarantee Trustee if and when any Capital Securities are listed on any stock exchange and of any
delisting thereof.



Section 2.4 Periodic Reports to the Guarantee Trustee. The Guarantor shall provide to the
Guarantee Trustee, the Securities and Exchange Commission and the Holders such documents,



5









 






reports and information, if any, as required by Section 314 of the Trust Indenture Act and the
compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the
manner and at the times required by Section 314 of the Trust Indenture Act.



Section 2.5 Evidence of Compliance with Conditions Precedent. The Guarantor shall provide
to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any,
provided for in this Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of
the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.



Section 2.6 Events of Default; Waiver. The Holders of a Majority in Liquidation Amount of
the Capital Securities may, by vote, on behalf of the Holders, waive any past Event of Default and
its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every purpose of this
Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent therefrom.



Section 2.7 Events of Default; Notice.




     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default,
transmit by mail, first class postage prepaid, to the Holders, notices of all Events of Default
known to the Guarantee Trustee, unless such defaults have been cured before the giving of such
notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of
Directors, the executive committee or a trust committee of directors and/or Responsible Officers of
the Guarantee Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.



     (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless
the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the
administration of this Guarantee Agreement shall have obtained written notice, of such Event of
Default.


Section 2.8 Conflicting Interests. The Trust Agreement and the Indenture shall be deemed
to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.




ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE



Section 3.1 Powers and Duties of the Guarantee Trustee.




     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the
Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except
a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee
Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest
in any Successor Guarantee Trustee, upon acceptance by such Successor



6









 







Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall
be effective whether or not conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.



     (b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce
this Guarantee Agreement for the benefit of the Holders.



     (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing
of all Events of Default that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise
such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of
care and skill in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.



     (d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee
Trustee from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that:



          (i) prior to the occurrence of any Event of Default and after the curing or waiving of all
such Events of Default that may have occurred:





          (A) the duties and obligations of the Guarantee Trustee shall be determined solely by
the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be
liable except for the performance of such duties and obligations as are specifically set
forth in this Guarantee Agreement; and




          (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee
Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the Guarantee
Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of
any such certificates or opinions that by any provision hereof or of the Trust Indenture Act
are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee
shall be under a duty to examine the same to determine whether or not they conform to the
requirements of this Guarantee Agreement;



          (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee
Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;




          (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the Holders of not less than a
Majority in Liquidation Amount of the Capital Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and




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          (iv) no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have
reasonable grounds for believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk
or liability is not reasonably assured to it.



Section 3.2 Certain Rights of Guarantee Trustee.




     (a) Subject to the provisions of Section 3.1:



          (i) The Guarantee Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document reasonably believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.




          (ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be
sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.




          (iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall
deem it desirable that a matter be proved or established before taking, suffering or omitting to
take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an
Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee, shall be
promptly delivered by the Guarantor.




          (iv) The Guarantee Trustee may consult with legal counsel of its selection, and the advice or
opinion of such legal counsel with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted to be taken by it
hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be
legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The
Guarantee Trustee shall have the right at any time to seek instructions concerning the
administration of this Guarantee Agreement from any court of competent jurisdiction.




          (v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such
Holder shall have provided to the Guarantee Trustee such security and indemnity reasonably
satisfactory to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and
expenses) and liabilities that might be incurred by it in complying with such request or direction,
including such reasonable advances as may be requested by the Guarantee Trustee; provided that,
nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon
the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested
in it by this Guarantee Agreement.




8









 








          (vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.




          (vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through its agents or attorneys, and the Guarantee
Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.




          (viii) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders,
(B) may refrain from enforcing such remedy or right or taking such other action until such
instructions are received, and (C) shall be protected in acting in accordance with such
instructions.




     (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation
on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which
the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to
act in accordance with such power and authority.


Section 3.3 Compensation; Indemnity; Fees. The Guarantor agrees:




     (a) to pay to the Guarantee Trustee from time to time such compensation as shall be agreed in
writing for all services rendered by it hereunder (which compensation shall not be limited by any
provisions of law in regard to the compensation of a trustee of an express trust);



     (b) except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon
request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee
Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and



     (c) to indemnify the Guarantee Trustee and its directors, officers, agents and employees for,
and to hold it harmless against, any and all loss, liability, damage, claim or expense, including
taxes, incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out
of or in connection with the acceptance or administration of this Guarantee Agreement, including
the costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Guarantee Trustee will not
claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it
under this Guarantee Agreement;



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     (d) in no event shall the Guarantee Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Guarantee Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;



     (e) the rights, privileges, protections, immunities and benefits given to the Guarantee
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Guarantee Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder; and



     (f) the Guarantee Trustee may request that the Guarantor deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture.



     The provisions of this Section 3.3 shall survive the termination of this Guarantee Agreement
or the earlier resignation or removal of the Guarantee Trustee.



ARTICLE IV

GUARANTEE TRUSTEE



Section 4.1 Guarantee Trustee; Eligibility.




     (a) There shall at all times be a Guarantee Trustee which shall:



          (i) not be an Affiliate of the Guarantor; and




          (ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the
requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the supervising or examining
authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published.




     (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section
4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in
Section 4.2(c).



     (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.


Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.




     (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause
at any time by the Guarantor.



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     (b) The Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.



     (c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee
Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may
resign from office (without need for prior or subsequent accounting) by an instrument in writing
executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take
effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor
and the resigning Guarantee Trustee.



     (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as
provided in this Section 4.2 within 60 days after delivery of an instrument of resignation or
removal, the Guarantee Trustee resigning or being removed may petition, at the expense of the
Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a
Successor Guarantee Trustee.



ARTICLE V

GUARANTEE



Section 5.1 Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full
to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on
behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which the Issuer Trust may have or assert, except the defense of payment. The
Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.



Section 5.2 Waiver of Notice and Demand. The Guarantor hereby waives notice of acceptance
of this Guarantee Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Guarantee Trustee, the
Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and demands.



Section 5.3 Obligations Not Affected. The obligations, covenants, agreements and duties of
the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:




     (a) the release or waiver, by operation of law or otherwise, of the performance or observance
by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to
the Capital Securities to be performed or observed by the Issuer Trust;



     (b) the extension of time for the payment by the Issuer Trust of all or any portion of the
Distributions (other than an extension of time for payment of Distributions that results from the
extension of any interest payment period on the Junior Subordinated Debentures as provided



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in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under
the terms of the Capital Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Capital Securities;



     (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce,
assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the
terms of the Capital Securities, or any action on the part of the Issuer Trust granting indulgence
or extension of any kind;



     (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Issuer Trust or any of the assets of the Issuer Trust;



     (e) any invalidity of, or defect or deficiency in, the Capital Securities;



     (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or



     (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor (other than payment of the underlying obligation), it being the
intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.



     There shall be no obligation of the Holders to give notice to, or obtain the consent of, the
Guarantor with respect to the happening of any of the foregoing.


Section 5.4 Rights of Holders. The Guarantor expressly acknowledges that: (i) this
Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of
the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Capital Securities have
the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder
may institute a legal proceeding directly against the Guarantor to enforce its rights under this
Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee,
the Issuer Trust or any other Person.



Section 5.5 Guarantee of Payment. This Guarantee Agreement creates a guarantee of payment
and not of collection. This Guarantee Agreement will not be discharged except by payment of the
Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or
upon distribution of Junior Subordinated Debentures to Holders as provided in the Trust Agreement.



Section 5.6 Subrogation. The Guarantor shall be subrogated to all rights (if any) of the
Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor
under this Guarantee Agreement and shall have the right to waive payment by the Issuer Trust
pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent



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required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a
result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts
are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.



Section 5.7 Independent Obligations. The Guarantor acknowledges that its obligations
hereunder are independent of the obligations of the Issuer Trust with respect to the Capital
Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence
of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.




ARTICLE VI

COVENANTS AND SUBORDINATION



Section 6.1 Subordination. The obligations of the Guarantor under this Guarantee Agreement
will constitute unsecured obligations of the Guarantor and will rank subordinate and junior in
right of payment to all Senior Indebtedness of the Guarantor. The obligations of the Guarantor
under this Guarantee Agreement do not constitute Senior Indebtedness.



Section 6.2 Pari Passu Guarantees. The obligations of the Guarantor under this Guarantee
Agreement shall rank pari passu with the obligations of the Guarantor under any similar guarantee
agreements issued by the Guarantor on behalf of the holders of preferred or capital securities
issued by any Citizens Trust (as defined in the Indenture).




ARTICLE VII

TERMINATION



Section 7.1 Termination. This Guarantee Agreement shall terminate and be of no further
force and effect upon (i) full payment of the Redemption Price of all Capital Securities, (ii) the
distribution of Junior Subordinated Debentures to the Holders in exchange for all of the Capital
Securities or (iii) full payment of the amounts payable in accordance with the Trust Agreement upon
liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will
continue to be effective or will be reinstated, as the case may be, if at any time any Holder must
restore payment of any sums paid with respect to Capital Securities or this Guarantee Agreement.




ARTICLE VIII

MISCELLANEOUS



Section 8.1 Successors and Assigns. All guarantees and agreements contained in this
Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Capital Securities then
outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that
is permitted under Article VIII of the Indenture and pursuant to which the successor or



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assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall
not assign its obligations hereunder.



Section 8.2 Amendments. Except with respect to any changes which do not adversely affect
the rights of the Holders in any material respect (in which case no consent of the Holders will be
required), this Guarantee Agreement may only be amended with the prior approval of the Holders of
not less than a Majority in Liquidation Amount of the Capital Securities. The provisions of Article
VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such
approval.



Section 8.3 Notices. Any notice, request or other communication required or permitted to
be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered,
telecopied or mailed by first class mail as follows:




     (a) if given to the Guarantor, to the address set forth below or such other address, facsimile
number or to the attention of such other Person as the Guarantor may give notice to the Holders:


Citizens Republic Bancorp, Inc.

328 South Saginaw Street

Flint, Michigan 48502

Facsimile No.: (810) 768-4725

Attention: Thomas W. Gallagher




     (b) if given to the Issuer Trust, in care of the Guarantee Trustee, at the Issuer Trust’s (and
the Guarantee Trustee’s) address set forth below or such other address as the Guarantee Trustee on
behalf of the Issuer Trust may give notice to the Holders:


Citizens Funding Trust [___]

c/o Citizens Republic Bancorp, Inc.

328 South Saginaw Street

Flint, Michigan 48502

Facsimile No.: (810) 768-4725

Attention: Thomas W. Gallagher



with a copy to:



[__________]

[__________]

[__________]

Facsimile No.: [(___) ___-_______]

Attn: [__________]




     (c) if given to any Holder, at the address set forth on the books and records of the Issuer
Trust.



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     All notices hereunder shall be deemed to have been given when received in person, telecopied
with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or
other document is refused delivery or cannot be delivered because of a changed address of which no
notice was given, such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.


Section 8.4 Benefit. This Guarantee Agreement is solely for the benefit of the Holders and
is not separately transferable from the Capital Securities.



Section 8.5 Governing Law. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



Section 8.6 Counterparts. This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.




[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS.]




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     IN WITNESS WHEREOF, the undersigned have executed this Guarantee Agreement as of the date
first above written.



	 	 	 	 	 
	 	CITIZENS REPUBLIC BANCORP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[____________],

as Guarantee Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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