AMENDED AND RESTATED TRUST AGREEMENT among TCF FINANCIAL CORPORATION, as Depositor, WILMINGTON TRUST COMPANY, as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, THE ADMINISTRATIVE TRUSTEES NAMED HEREIN, and THE SEVERAL HOLDERS (AS...Trust Agreement • August 19th, 2008 • TCF Financial Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 19, 2008, among (i) TCF Financial Corporation, a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) James S. Broucek, an individual, and Christy A. Powers, an individual, each of whose address is c/o TCF Financial Corporation, 200 Lake Street East, Wayzata, Minnesota 55391-1693 (each, an “Administrative Trustee,” and, collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees, collectively, the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT Between TCF FINANCIAL CORPORATION, as Guarantor, and WILMINGTON TRUST COMPANY, as Trustee, dated as of August 19, 2008Guarantee Agreement • August 19th, 2008 • TCF Financial Corp • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of August 19, 2008, is executed and delivered by TCF FINANCIAL CORPORATION, a Delaware corporation (the “Guarantor”), having its principal office at 200 Lake Street East, Wayzata, Minnesota 55391-1693, 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 and the Common Securities (each as defined herein and together, the “Securities”) of TCF CAPITAL I, a Delaware statutory trust (the “Issuer”).
TCF CAPITAL I UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2008 • TCF Financial Corp • National commercial banks • New York
TCF Capital I, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and TCF Financial Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), as depositor of the Trust and as guarantor under the Guarantee (as defined below), propose to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $100,000,000 aggregate liquidation amount of the Trust’s 10.75% Capital Securities, Series I, liquidation amount $25.00 per security (the “Underwritten Capital Securities”), and, at the option of the Underwriters, up to an additional 600,000 10.75% Capital Securities, Series I, liquidation amount $25.00 per security, of the Trust (the “Option Capital Securities”). The Underwritten Capital Securities and the Option Capital Securities are herein referred to collectively as the “Capital Securities” and each, a “Capital Security”). The Ca
