Exhibit
10.1
 
 GUARANTEE AGREEMENT PVF CAPITAL CORP. Dated
as of July 6, 2006




---



##### 



TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions and Interpretation 1
ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
SECTION 2.1. Powers and Duties of the Guarantee Trustee 4
SECTION 2.2. Certain Rights of the Guarantee Trustee 5
SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee 7
SECTION 2.4. Events of Default; Waiver 7
SECTION 2.5. Events of Default; Notice 8
ARTICLE III THE GUARANTEE TRUSTEE
SECTION 3.1. The Guarantee Trustee; Eligibility 8
SECTION 3.2. Appointment, Removal and Resignation of the Guarantee Trustee 9
ARTICLE IV GUARANTEE
SECTION 4.1. Guarantee 9
SECTION 4.2. Waiver of Notice and Demand 10
SECTION 4.3. Obligations Not Affected 10
SECTION 4.4. Rights of Holders 11
SECTION 4.5. Guarantee of Payment 11
SECTION 4.6. Subrogation 11
SECTION 4.7. Independent Obligations 12
SECTION 4.8. Enforcement 12
-i-




---



##### 



TABLE OF CONTENTS
(continued)
Page
ARTICLE V LIMITATION OF TRANSACTIONS; SUBORDINATIONSECTION 5.1. Limitation of Transactions
12SECTION 5.2. Ranking 13ARTICLE VI TERMINATIONSECTION 6.1. Termination 13ARTICLE VII
INDEMNIFICATIONSECTION 7.1. Exculpation 14SECTION 7.2. Indemnification 14SECTION 7.3. Compensation;
Reimbursement of Expenses 15ARTICLE VIII MISCELLANEOUSSECTION 8.1. Successors and Assigns 16SECTION
8.2. Amendments 16SECTION 8.3. Notices 16SECTION 8.4. Benefit 17SECTION 8.5. Governing Law
17SECTION 8.6. Counterparts 17




---



##### 



GUARANTEE AGREEMENTThis GUARANTEE AGREEMENT (the Guarantee), dated as of July 6, 2006, is
executed and delivered by PVF Capital Corp., incorporated in Ohio (the Guarantor), and LaSalle
Bank National Association, 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 PVF Capital
Trust II, a Delaware statutory trust (the Issuer).
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the Declaration), dated as of
July 6, 2006, among the trustees named therein of the Issuer, the administrators of the Issuer
named therein, PVF Capital Corp., as sponsor, and the Holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof
securities, having an aggregate liquidation amount of up to $10,000,000, designated the TP
Securities (the Capital Securities); and
WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantor desires
irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the
Holders of 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 the Capital Securities, which
purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and
delivers this Guarantee for the benefit of the Holders.
ARTICLE I DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions and Interpretation.
In this Guarantee, unless the context otherwise requires:
(a) capitalized terms used in this Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;
(b) a term defined anywhere in this Guarantee has the same meaning throughout;
(c) all references to the Guarantee or this Guarantee are to this Guarantee as modified,
supplemented or amended from time to time;
(d) all references in this Guarantee to Articles and Sections are to Articles and Sections of this
Guarantee, unless otherwise specified;
(e) terms defined in the Declaration as of the date of execution of this Guarantee have the same
meanings when used in this Guarantee, unless otherwise defined in this Guarantee or unless the
context otherwise requires; and
(f) a reference to the singular includes the plural and vice versa.
(a)




---



##### 



Beneficiaries means any Person to whom the Issuer is or hereafter becomes indebted or liable.
Corporate Trust Office means the office of the Guarantee Trustee at which the corporate trust
business of the Guarantee Trustee shall, at any particular time, be principally administered.
Covered Person means any Holder of Capital Securities.
Debentures means the junior subordinated debentures of PVF Capital Corp., designated the Junior
Subordinated Debt Securities due 2036, held by the Institutional Trustee (as defined in the
Declaration) of the Issuer.
Event of Default has the meaning set forth in Section 2.4.
Guarantee Payments means the following payments or distributions, without duplication, with
respect to the Capital Securities, to the extent not paid or made by the Issuer: (i) any accrued
and unpaid Distributions (as defined in the Declaration) which are required to be paid on such
Capital Securities to the extent the Issuer has funds available in the Property Account (as defined
in the Declaration) therefor at such time, (ii) the Redemption Price (as defined in the Indenture)
to the extent the Issuer has funds available in the Property Account therefor at such time, with
respect to any Capital Securities called for redemption by the Issuer, (iii) the Special Redemption
Price (as defined in the Indenture) to the extent the Issuer has funds available in the Property
Account therefor at such time, with respect to Capital Securities called for redemption upon the
occurrence of a Special Event (as defined in the Indenture), and (iv) upon a voluntary or
involuntary liquidation, dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to the Holders of the Capital Securities in exchange
therefor as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount
and all accrued and unpaid Distributions on the Capital Securities to the date of payment, to the
extent the Issuer has funds available in the Property Account therefor at such time, and (b) the
amount of assets of the Issuer remaining available for distribution to Holders in liquidation of
the Issuer after satisfaction of liabilities to .creditors of the Issuer as required by applicable
law (in either case, the Liquidation Distribution).
Guarantee Trustee means LaSalle Bank National Association, until a Successor Guarantee Trustee
has been appointed and has accepted such appointment pursuant to the terms of this Guarantee and
thereafter means each such Successor Guarantee Trustee.
Holder means any holder, as registered on the books and records of the Issuer, 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 or any Affiliate of the Guarantor.
Indemnified Person means the Guarantee Trustee (including in its individual capacity), any
Affiliate of the Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee Trustee.




---



##### 



Indenture means the Indenture, dated as of July 6, 2006, between the Guarantor and LaSalle Bank
National Association, not in its individual capacity but solely as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued to the Institutional
Trustee of the Issuer.
Liquidation Distribution has the meaning set forth in the definition of Guarantee Payments
herein.
Majority in liquidation amount of the Capital Securities means Holder(s) of outstanding Capital
Securities, voting together as a class, but separately from the holders of Common Securities, of
more than 50% of the aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to, but excluding,
the date upon which the voting percentages are determined) of all Capital Securities then
outstanding.
Obligations means any costs, expenses or liabilities (but not including liabilities related to
taxes) of the Issuer, other than obligations of the Issuer to pay to holders of any Trust
Securities the amounts due such holders pursuant to the terms of the Trust Securities.
Officers Certificate means, with respect to any Person, a certificate signed by one Authorized
Officer of such Person. Any Officers Certificate delivered with respect to compliance with a
condition or covenant provided for in this Guarantee shall include:
(a) a statement that each officer signing the Officers 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 Officers Certificate;
(c) a statement that each such 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 such 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
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 officer within the CDO
Trust Services Group of the Corporate Trust Office of the Guarantee Trustee with direct
responsibility for the administration of any matters relating to this Guarantee, including any
vice president, any assistant vice president, any secretary, any assistant secretary, the
treasurer, any assistant treasurer, any trust officer or other officer of the Corporate Trust
Office of the Guarantee Trustee customarily performing functions similar to those performed by
-3-




---



##### 



any of the above designated officers 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.
Successor Guarantee Trustee means a successor Guarantee Trustee possessing the qualifications to
act as Guarantee Trustee under Section 3.1.
Trust Securities means the Common Securities and the Capital Securities.
ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
SECTION 2.1. Powers and Duties of the Guarantee Trustee.
(a) This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders of the
Capital Securities, and the Guarantee Trustee shall not transfer this Guarantee to any Person
except a Holder of Capital Securities exercising his or her rights pursuant to Section 4.4(b) 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, 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 actually known to a Responsible Officer of the Guarantee Trustee has
occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit of
the Holders of the Capital Securities.
(c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing or
waiving of all Events of Default that may have occurred, shall undertake to perform only such
duties as are specifically set forth in this Guarantee, and no implied covenants shall be read
into this Guarantee against the Guarantee Trustee. In case an Event of Default has occurred (that
has not been cured or waived pursuant to Section 2.4(b)) and is actually known to a Responsible
Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Guarantee, 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 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 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, and the
-4-




---



##### 



Guarantee Trustee shall not be liable except for the performance of such duties and obligations as
are specifically set forth in this Guarantee, and no implied covenants or obligations shall be
read into this Guarantee against the Guarantee Trustee; 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; but in the case of any such certificates or opinions furnished to
the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine
whether or not on their face they conform to the requirements of this Guarantee;
(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 such Responsible
Officer of the Guarantee Trustee or 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 written 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; and
(iv) no provision of this Guarantee 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 is not reasonably assured to it under the
terms of this Guarantee, or security and indemnity, reasonably satisfactory to the Guarantee
Trustee, against such risk or liability is not reasonably assured to it.
SECTION 2.2. Certain Rights of the Guarantee Trustee.
(a) Subject to the provisions of Section 2.1:
(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 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 shall be sufficiently
evidenced by an Officers Certificate.
-5-




---



##### 



(iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or omitting 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 Officers Certificate
of the Guarantor which, upon receipt of such request, shall be promptly delivered by the
Guarantor.
(iv) The Guarantee Trustee shall have no duty to see to any recording, filing or registration of
any instrument or other writing (or any rerecording, refiling or reregistration thereof).
(v) The Guarantee Trustee may consult with counsel of its selection, and the advice or opinion of
such counsel with respect to legal matters shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with such advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates
and may include any of its employees. The Guarantee Trustee shall have the right at any time to
seek instructions concerning the administration of this Guarantee from any court of competent
jurisdiction.
(vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Guarantee 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 the
expenses of the Guarantee Trustees agents, nominees or custodians) 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. however, that nothing contained in this
Section 2.2(a)(vi) 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.
(vii) 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.
(viii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and
the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder.
-6-
>




---



##### 



(ix) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders of
the Capital Securities, and the signature of the Guarantee Trustee or its agents alone shall be
sufficient and effective to perform any such action. No third party shall be required to inquire
as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the
terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the
Guarantee Trustees or its agents taking such action.
(x) Whenever in the administration of this Guarantee 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 of a Majority in
liquidation amount of the Capital Securities, (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
conclusively relying on or acting in accordance with such instructions.
(xi) The Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Guarantee.
(b) No provision of this Guarantee 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.
SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee.
The recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and
the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee
Trustee makes no representation as to the validity or sufficiency of this Guarantee.
SECTION 2.4. Events of Default; Waiver.
(a) An Event of Default under this Guarantee will occur upon the failure of the Guarantor to
perform any of its payment or other obligations hereunder.
(b) The Holders of a Majority in liquidation amount of the Capital Securities may, voting or
consenting as a class, on behalf of the Holders of all of the Capital Securities, waive any past
Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to
exist, and shall be deemed to have been cured, for every purpose of this Guarantee, but no such
waiver shall extend to any subsequent or other default or Event of Default or impair any right
consequent thereon.
-7-




---



##### 



SECTION 2.5. 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 of the Capital Securities, notices
of all Events of Default actually known to a Responsible Officer of the Guarantee Trustee, unless
such defaults have been cured before the giving of such notice; provided, however, that the
Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible
Officer of the Guarantee Trustee in good faith determines that the withholding of such notice is
in the interests of the Holders of the Capital Securities.
(b) The Guarantee Trustee shall not be charged with knowledge of any Event of Default unless the
Guarantee Trustee shall have received written notice thereof from the Guarantor or a Holder of the
Capital Securities, or a Responsible Officer of the Guarantee Trustee charged with the
administration of this Guarantee shall have actual knowledge thereof.
ARTICLE III THE GUARANTEE TRUSTEE
SECTION 3.1. The 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 corporation or national association organized and doing business under the laws of the
United States of America or any state or territory thereof or of the District of Columbia, or
Person authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least Fifty Million U.S. Dollars ($50,000,000), and subject to supervision or
examination by federal, state, territorial or District of Columbia authority. If such corporation
or national association publishes reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority referred to above, then, for the purposes of
this Section 3.1(a)(ii), the combined capital and surplus of such corporation or national
association 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 3.1(a),
the Guarantee Trustee shall immediately resign in the manner and with the effect set forth in
Section 3.2(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 shall either eliminate such
interest or resign to the extent and in the manner provided by, and subject to, this Guarantee.
-8-




---



##### 



SECTION 3.2. Appointment, Removal and Resignation of the Guarantee Trustee.
(a) Subject to Section 3.2(b), the Guarantee Trustee may be appointed or removed without cause at
any time by the Guarantor except during an Event of Default.
(b) The Guarantee Trustee shall not be removed in accordance with Section 3.2(a) 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 to office 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 an
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 3.2 within 60 days after delivery of an instrument of removal or
resignation, the Guarantee Trustee resigning or being removed may petition 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.
(e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor
Guarantee Trustee.
(f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant
to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee.all amounts owing to the
Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of such termination, removal or
resignation. 
ARTICLE IV GUARANTEE
SECTION 4.1. Guarantee.
(a) The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when
due, regardless of any defense (except as defense of payment by the Issuer), right of set-off or
counterclaim that the Issuer may have or assert. 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 to pay such amounts to the Holders.
-9-




---



##### 



(b) The Guarantor hereby also agrees to assume any and all Obligations of the Issuer and in the
event any such Obligation is not so assumed, subject to the terms and conditions hereof, the
Guarantor hereby irrevocably and unconditionally guarantees to each Beneficiary the full payment,
when and as due, of any and all Obligations to such Beneficiaries. This Guarantee is intended to
be for the Beneficiaries who have received notice hereof.
SECTION 4.2. Waiver of Notice and Demand.
The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which
it applies or may apply, presentment, demand for payment, any right to require a proceeding first
against the Issuer 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 4.3. Obligations Not Affected.
The obligations, covenants, agreements and duties of the Guarantor under this Guarantee 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 of any express or implied agreement, covenant, term or condition relating to the
Capital Securities to be performed or observed by the Issuer;
(b) the extension of time for the payment by the Issuer of all or any portion of the Distributions,
Redemption Price, Special 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 (other than an
extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price,
Liquidation Distribution or other sums payable that results from the extension of any interest
payment period on the Debentures of any extension of the maturity date of the Debentures permitted
by the Indenture);
(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 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 or any
of the assets of the Issuer;
(e) any invalidity of, or defect or deficiency in, the Capital Securities;
-10-




---



##### 



(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, it being the intent of this Section 4.3 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 consent of, the Guarantor
with respect to the happening of any of the foregoing.
SECTION 4.4. Rights of Holders.
(a) 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 or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under this Guarantee; provided, however, that (subject to
Sections 2.1 and 2.2) the Guarantee Trustee shall have the right to decline to follow any such
direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly
prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being
advised by legal counsel determines that the action or proceeding so directed may not lawfully be
taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors or trustees and/or Responsible Officers shall
determine that the action or proceeding so directed would involve the Guarantee Trustee in
personal liability.
(b) Any Holder of Capital Securities may institute a legal proceeding directly against the
Guarantor to enforce the Guarantee Trustees rights under this Guarantee, without first
instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. The
Guarantor waives any right or remedy to require that any such action be brought first against the
Issuer, the Guarantee Trustee or any other Person before so proceeding directly against the
Guarantor.
SECTION 4.5. Guarantee of Payment.
This Guarantee creates a guarantee of payment and not of collection.
SECTION 4.6. Subrogation.
The Guarantor shall be subrogated to all (if any) rights of the Holders of Capital Securities
against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this
Guarantee; provided, however, that the Guarantor shall not (except to the extent required by
applicable provisions of law) be entitled to enforce or exercise any right that 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, if, after giving effect to any such payment, any amounts are due and
unpaid under this Guarantee. If any amount shall be paid to the Guarantor
-11 -




---



##### 



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 4.7. Independent Obligations.
The Guarantor acknowledges that its obligations hereunder are independent of the obligations of
the Issuer 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 notwithstanding the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 4.3 hereof.
SECTION 4.8. Enforcement.
A Beneficiary may enforce the Obligations of the Guarantor contained in Section 4.1(b) directly
against the Guarantor, and the Guarantor waives any right or remedy to require that any action
be brought against the Issuer or any other person or entity before proceeding against the
Guarantor.
The Guarantor shall be subrogated to all rights (if any) of any Beneficiary against the Issuer
in respect of any amounts paid to the Beneficiaries by the Guarantor under this Guarantee;
provided, however, that the Guarantor shall not (except to the extent required by applicable
provisions of law) be entitled to enforce or exercise any rights that 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, if, after giving effect to such payment, any amounts are due and
unpaid under this Guarantee.
ARTICLE V LIMITATION OF TRANSACTIONS; SUBORDINATION
SECTION 5.1. Limitation of Transactions.
So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be
continuing an Event of Default or (b) the Guarantor shall have selected an -Extension Period as
provided in the Declaration and such period, or any extension thereof, shall have commenced and be
continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantors
capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with
or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii)
repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in
connection with any employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors, or consultants, (B) in connection with a
dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of
capital stock of the Guarantor (or securities convertible into or exercisable for such capital
stock), as consideration in an acquisition transaction entered into prior to the occurrence of the
Event of Default or the applicable Extension Period, (iii) as a result of any exchange,
reclassification, combination or conversion of any class or series of the Guarantors capital stock
(or any capital stock of a
-12-




---



##### 



subsidiary of the Guarantor) for any class or series of the Guarantors capital stock or of any
class or series of the Guarantors indebtedness for any class or series of the Guarantors capital
stock, (iv) the purchase of fractional interests in shares of the Guarantors capital stock
pursuant to the conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (v) any declaration of a dividend in connection with any stockholders
rights plan, or the issuance of rights, stock or other property under any stockholders rights
plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form
of stock, warrants, options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that on which the dividend
is being paid or ranks pari passu with or junior to such stock).
SECTION 5.2. Ranking.
This Guarantee will constitute an unsecured obligation of the Guarantor and will rank subordinate
and junior in right of payment to all present and future Senior Indebtedness (as defined in the
Indenture) of the Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees
to the foregoing provisions of this Guarantee and the other terms set forth herein.
The right of the Guarantor to participate in any distribution of assets of any of its subsidiaries
upon any such subsidiarys liquidation or reorganization or otherwise is subject to the prior
claims of creditors of that subsidiary, except to the extent the Guarantor may itself be
recognized as a creditor of that subsidiary. Accordingly, the Guarantors obligations under this
Guarantee will be effectively subordinated to all existing and future liabilities of the
Guarantors subsidiaries, and claimants should look only to the assets of the Guarantor for
payments thereunder. This Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt of the Guarantor, including Senior Indebtedness of the Guarantor, under any
indenture or agreement that the Guarantor may enter into in the future or otherwise.
ARTICLE VI TERMINATION
SECTION 6.1. Termination.
This Guarantee shall terminate as to the Capital Securities (i) upon full payment of the
Redemption Price or the Special Redemption Price, as the case may be, of all Capital Securities
then outstanding, (ii) upon the distribution of all of the Debentures to the Holders of all of the
Capital Securities or (iii) upon full payment of the amounts payable in accordance with the
Declaration upon dissolution of the Issuer. This Guarantee will continue to be effective or will
be reinstated, as the case may be, if at any time any Holder of Capital Securities must restore
payment of any sums paid under the Capital Securities or under this Guarantee.
-13-




---



##### 



ARTICLE VII INDEMNIFICATION
SECTION 7.1. Exculpation.
(a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to
the Guarantor or any Covered Person for any loss, damage or claim incurred by reason of any act or
omission of such Indemnified Person in good faith in accordance with this Guarantee and in a
manner that such Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified
Persons negligence or willful misconduct with respect to such acts or omissions.
(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of
the Issuer or the Guarantor and upon such information, opinions, reports or statements presented
to the Issuer or the Guarantor by any Person as to matters the Indemnified Person reasonably
believes are within such other Persons professional or expert competence and who, if selected by
such Indemnified Person, has been selected with reasonable care by such Indemnified Person,
including information, opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets
from which Distributions to Holders of Capital Securities might properly be paid.
SECTION 7.2. Indemnification.
(a) The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense incurred without
negligence or willful misconduct on the part of the Indemnified Person, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder, including but
not limited to the costs and expenses (including reasonable legal fees and expenses) of the
Indemnified Person defending itself against, or investigating, any claim or liability in
connection with the exercise or performance of any of the Indemnified Persons powers or duties
hereunder. The obligation to indemnify as set forth in this Section 7.2 shall survive the
resignation or removal of the Guarantee Trustee and the termination of this Guarantee.
(b) Promptly after receipt by an Indemnified Person under this Section 7.2 of notice of the
commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be
made against the Guarantor under this Section 7.2, notify the Guarantor in writing of the
commencement thereof; but the failure so to notify the Guarantor (i) will not relieve the Guarantor
from liability under paragraph (a) above unless and to the extent that the Guarantor did not
otherwise learn of such action and such failure results in the forfeiture by the Guarantor of
substantial rights and defenses and (ii) will not, in any event, relieve the Guarantor from any
obligations to any Indemnified Person other than the indemnification obligation provided in
paragraph (a) above. The Guarantor shall be entitled to appoint counsel of the Guarantors choice
at the Guarantors
-14-




---



##### 



expense to represent the Indemnified Person in any action for which indemnification is sought (in
which case the Guarantor shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the Indemnified Person or Persons except as set forth below);
provided, however, that such counsel shall be satisfactory to the Indemnified Person.
Notwithstanding the Guarantors election to appoint counsel to represent the Indemnified Person in
any action, the Indemnified Person shall have the right to employ separate counsel (including local
counsel), and the Guarantor shall bear the reasonable fees, costs and expenses of such separate
counsel (and local counsel), if (i) the use of counsel chosen by the Guarantor to represent the
Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the Indemnified Person and the
Guarantor and the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it and/or other Indemnified Persons which are different from or additional to
those available to the Guarantor, (iii) the Guarantor shall not have employed counsel satisfactory
to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice
of the institution of such action or (iv) the Guarantor shall authorize the Indemnified Person to
employ separate counsel at the expense of the Guarantor. The Guarantor will not, without the prior
written consent of the Indemnified Persons, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not the Indemnified
Persons are actual or potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each Indemnified Person from all liability arising
out of such claim, action, suit or proceeding.
SECTION 7.3. Compensation; Reimbursement of Expenses.
Other than as provided in the Fee Agreement of even date herewith between the Guarantor, Cohen
Bros. & Company and the Guarantee Trustee, the Guarantor agrees:
(a) to pay to the Guarantee Trustee from time to time such compensation for all services rendered
by it hereunder as the parties shall agree to from time to time (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust);
and
(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 it in accordance with
any provision of this Guarantee (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 willful misconduct.
The provisions of this Section 7.3 shall survive the resignation or removal of the Guarantee
Trustee and the termination of this Guarantee.
-15-




---



##### 



ARTICLE VIII MISCELLANEOUS
SECTION 8.1. Successors and Assigns.
All guarantees and agreements contained in this Guarantee 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 any merger or
consolidation of the Guarantor with or into another entity or any sale, transfer or lease of the
Guarantors assets or capital stock to another entity, in each case to the extent permitted under
the Indenture, the Guarantor may not assign its rights or delegate its obligations under this
Guarantee without the prior approval of the Holders of not less than a Majority in liquidation
amount of the Capital Securities.
SECTION 8.2. Amendments.
Except with respect to any changes that do not adversely affect the rights of Holders of the
Capital Securities in any material respect (in which case no consent of Holders will be required),
this Guarantee may be amended only with the prior approval of the Holders of not less than a
Majority in liquidation amount of the Capital Securities. The provisions of the Declaration with
respect to amendments thereof shall apply equally with respect to amendments of the Guarantee.
SECTION 8.3. Notices.
All notices provided for in this Guarantee shall be in writing, duly signed by the party giving
such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:
(a) If given to the Guarantee Trustee, at the Guarantee Trustees mailing
address set forth below (or such other address as the Guarantee Trustee may give notice
of to the Holders of the Capital Securities):
LaSalle Bank National Association
135 S. LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: CDO Trust Services Group
PVF Capital Trust II
Telecopy: (312)904-0524
Telephone: (312) 904-0283
(b) If given to the Guarantor, at the Guarantors mailing address set forth
below (or such other address as the Guarantor may give notice of to the Holders of the
Capital Securities and to the Guarantee Trustee):
-16-




---



##### 



PVF Capital Corp. 30000 Aurora Road Solon, Ohio
44139 Attention: C. Keith Swaney Telecopy: (440)
914-3916 Telephone: (440) 248-7171
(c) If given to any Holder of the Capital Securities, at the address set forth on the books and
records of the Issuer.
All such notices 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 is solely for the benefit of the Holders of the Capital Securities and, subject to
Section 2.1(a), is not separately transferable from the Capital Securities.
SECTION 8.5. Governing Law.
THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW).
SECTION 8.6. Counterparts.
This Guarantee may contain more than one counterpart of the signature page and this Guarantee may
be executed by the affixing of the signature of the Guarantor and the Guarantee Trustee to any of
such counterpart signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers had signed a single
signature page.
- 17-




---



##### 



THIS GUARANTEE is executed as of the day and year first above written.
PVF CAPITAL CORP., as Guarantor
By:
Name: Title:
LASALLE BANK NATIONAL ASSOCIATION, as Guarantee Trustee
By: B
Name:
Title:
-18-




---



##### 



THIS GUARANTEE is executed as of the day and year first above written.
PVF CAPITAL CORP., as Guarantor
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as Guarantee Trustee
Name: Title:I Michael Oliver
Assistant Vice President
-18-