AMENDED AND RESTATED TRUST AGREEMENT among MIDDLEFIELD BANC CORP., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees Dated...Trust Agreement • December 27th, 2006 • Middlefield Banc Corp • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 21, 2006, among (i) Middlefield Banc Corp., an Ohio corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Thomas G. Caldwell, an individual, James R. Heslop, II, an individual, and Donald L. Stacy, an individual, each of whose address is c/o Middlefield Banc Corp., 15985 East High Street, P. O. Box 35, Middlefield, Ohio 44062, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between MIDDLEFIELD BANC CORP. and WILMINGTON TRUST COMPANY, as Trustee Dated as of December 21, 2006Indenture • December 27th, 2006 • Middlefield Banc Corp • State commercial banks • New York
Junior Subordinated Indenture, dated as of December 21, 2006, between Middlefield Banc Corp., an Ohio corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT between MIDDLEFIELD BANC CORP., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of December 21, 2006 MIDDLEFIELD STATUTORY TRUST IGuarantee Agreement • December 27th, 2006 • Middlefield Banc Corp • State commercial banks • New York
Guarantee Agreement, dated as of December 21, 2006, executed and delivered by Middlefield Banc Corp., an Ohio corporation (the “Guarantor”) having its principal office at 15985 East High Street, P. O. Box 35, Middlefield, Ohio 44062, and Wilmington Trust Company, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Middlefield Statutory Trust I, a Delaware statutory trust (the “Issuer”).
