GUARANTEE AGREEMENT by and between Merchants Bancshares, Inc. and WILMINGTON TRUST COMPANY Dated as of December 15, 2004Guarantee Agreement • March 9th, 2005 • Merchants Bancshares Inc • State commercial banks • New York
This GUARANTEE AGREEMENT (this "Guarantee"), dated as of December 15, 2004, is executed and delivered by Merchants Bancshares, Inc., a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of MBVT Statutory Trust I, a Delaware statutory trust (the "Issuer").
Merchants Bancshares, Inc. 20,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENT December 7, 2004 FTN Financial Capital Markets Memphis, Tennessee 38117 Keefe, Bruyette...Placement Agreement • March 9th, 2005 • Merchants Bancshares Inc • State commercial banks • New York
Merchants Bancshares, Inc., a Delaware corporation (the "Company"), and its financing subsidiary, MBVT Statutory Trust I, a Delaware statutory trust (the "Trust," and hereinafter together with the Company, the "Offerors"), hereby confirm their agreement (this "Agreement") with you as placement agents (the "Placement Agents"), as follows:
DECLARATION OF TRUSTDeclaration of Trust • March 9th, 2005 • Merchants Bancshares Inc • State commercial banks
This DECLARATION OF TRUST is made this 2nd day of December 2004 (this "Declaration of Trust"), by and among (i) Merchants Bancshares, Inc., a Delaware corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee ("the Trustee"), and (iii) Joseph Boutin and Janet Spitler, each an individual, as administrators (each an "Administrator" and collectively, the "Administrators"). The Depositor, the Trustee and the Administrators hereby agree as follows:
MBVT Statutory Trust I Merchants Bancshares, Inc. SUBSCRIPTION AGREEMENT December 15, 2004Subscription Agreement • March 9th, 2005 • Merchants Bancshares Inc • State commercial banks • New York
THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among MBVT Statutory Trust I (the "Trust"), a statutory trust created under the Delaware Statutory Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.[SECTION] 3801, et seq.), Merchants Bancshares, Inc., a Delaware corporation, with its principal offices located at 275 Kennedy Drive, South Burlington, Vermont 05403 (the "Company" and, collectively with the Trust, the "Offerors"), and Preferred Term Securities XVI, Ltd. (the "Purchaser").
