AMENDED AND RESTATED TRUST AGREEMENT among VALLEY FINANCIAL CORPORATION, as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • December 20th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 15, 2006, among (i) Valley Financial Corporation, a Virginia 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) Ellis L. Gutshall, an individual, Kimberly B. Snyder, CPA, an individual, and J. Randall Woodson, an individual, each of whose address is c/o Valley Financial Corporation, 36 Church Avenue, SW, Roanoke, Virginia 24011, 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 VALLEY FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY, as TrusteeValley Financial Corp /Va/ • December 20th, 2006 • Savings institution, federally chartered • New York
JUNIOR SUBORDINATED INDENTURE, dated as of December 15, 2006, between VALLEY FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT BETWEEN Valley Financial Corporation, AS GUARANTOR, AND Wilmington Trust Company, AS GUARANTEE TRUSTEE DATED AS OF DECEMBER 15, 2006 Valley Financial Statutory Trust IIIGuarantee Agreement • December 20th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • New York
GUARANTEE AGREEMENT, dated as of December 15, 2006, executed and delivered by VALLEY FINANCIAL CORPORATION, a Virginia corporation (the “Guarantor”) having its principal office at 36 Church Avenue, SW, Roanoke, Virginia 24011, 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 Valley Financial Statutory Trust III, a Delaware statutory trust (the “Issuer”).
JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENTJunior Subordinated Note Subscription Agreement • December 20th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • New York
THIS JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENT, dated as of December 15, 2006 (this “Agreement”), between Valley Financial Corporation, a Virginia corporation (the “Company”), and Valley Financial Statutory Trust III, a statutory trust created under the laws of the State of Delaware (the “Trust”), relating to the Junior Subordinated Notes due 2037 (the “Notes”), issuable pursuant to an Indenture, dated the date hereof, between the Company and Wilmington Trust Company, as Trustee (the “Indenture”).
