AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT Among FIRST MERCHANTS CORPORATION , As Depositor U.S. BANK TRUST NATIONAL ASSOCIATION As Property Trustee U.S. BANK TRUST NATIONAL ASSOCIATION, As Delaware Trustee MICHAEL C. RECHIN MARK K....Declaration of Trust • July 2nd, 2010 • First Merchants Corp • National commercial banks • Delaware
THIS AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of June 30, 2010 among (i) FIRST MERCHANTS CORPORATION, an Indiana corporation (including any successors or assigns, the “Depositor”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) MICHAEL C. RECHIN, an individual, MARK K. HARDWICK, an individual, and JAMI L. BRADSHAW, an individual, each of whose address is c/o First Merchants Corporation, 200 East Jackson Street, P.O. Box 792, Muncie, Indiana 47305-2814 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee, and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENTGuarantee Agreement • July 2nd, 2010 • First Merchants Corp • National commercial banks • New York
THIS GUARANTEE AGREEMENT, dated as of June 30, 2010, between FIRST MERCHANTS CORPORATION, an Indiana corporation (the “Guarantor”), having its principal office at 200 East Jackson Street, P.O. Box 792, Muncie, Indiana 47305-2814, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking 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 FIRST MERCHANTS CAPITAL TRUST III, a Delaware statutory trust (the “Issuer Trust”).
FIRST SUPPLEMENTAL INDENTURE between FIRST MERCHANTS CORPORATION and U.S. BANK TRUST NATIONAL ASSOCIATION Dated as of June 30, 2010Supplemental Indenture • July 2nd, 2010 • First Merchants Corp • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 2010 (the “First Supplemental Indenture”), between FIRST MERCHANTS CORPORATION, an Indiana corporation (hereinafter sometimes called the “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (hereinafter sometimes called the “Trustee”) under the Indenture dated as of June 30, 2010 between the Company and the Trustee (the “Indenture”).
EXCHANGE AGREEMENT by and among FIRST MERCHANTS CORPORATION, FIRST MERCHANTS CAPITAL TRUST III AND THE UNITED STATES DEPARTMENT OF THE TREASURY Dated as of June 30, 2010Exchange Agreement • July 2nd, 2010 • First Merchants Corp • National commercial banks • New York
THIS EXCHANGE AGREEMENT, dated as of June 30, 2010 (this “Agreement”) by and among First Merchants Corporation, an Indiana corporation (the “Company”), First Merchants Capital Trust III (the “Trust”), a Delaware statutory trust created under the Delaware Statutory Trust Act (as defined in the Trust Agreement), and the United States Department of the Treasury (the “Investor”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
