EXHIBIT 4.2
CUSIP No. ____________ Certificate No. ________
$________________
SEACOAST FINANCIAL SERVICES CORPORATION
8.50% JUNIOR SUBORDINATED DEBENTURE
DUE JUNE 30, 2032
SEACOAST FINANCIAL SERVICES CORPORATION, a corporation organized and
existing under the laws of Massachusetts (hereinafter called the "COMPANY",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to State Street Bank
and Trust Company, as Property Trustee (in such capacity, the "PROPERTY
TRUSTEE") for Seacoast Capital Trust I, a statutory business trust formed under
the laws of the State of Delaware (herein after called the "ISSUER TRUST"), or
registered assigns, the principal sum of [________________________]
[($____________)] on June 30, 2032; PROVIDED that the Company may (i) shorten
the Stated Maturity of the principal of this Security to a date not earlier than
June 30, 2007, and (ii) extend the Stated Maturity of the principal of this
Security at any time on one or more occasions, subject to certain conditions
specified in Section 3.15 of the Indenture, but in no event to a date later than
the 49th anniversary of the first Interest Payment Date following the Original
Issue Date of the 8.50% Junior Subordinated Debentures. The Company further
promises to pay interest on said principal sum from May 31, 2002, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
March 31, June 30, September 30, and December 31 of each year, commencing June
30, 2002, at the rate of 8.50% per annum, together with Additional Sums, if any,
as provided in Section 10.6 of the Indenture until the principal hereof is paid
or duly provided for or made available for payment; PROVIDED that any overdue
principal, premium or Additional Sums and any overdue installment of interest
shall bear Additional Interest at the rate of 8.50% per annum (to the extent
that the payment of such interest shall be legally enforceable), compounded
quarterly, from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand. The amount
of interest payable for any period less than a full interest period shall be
computed on the basis of a 360-day year of twelve 30-day months and the actual
days elapsed in a partial month in such period. The amount of interest payable
for any full interest period shall be computed by dividing the applicable rate
per annum by four. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest installment. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Indenture Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of this Security, from
time to time to defer the payment of interest on this Security for up to 20
consecutive quarterly interest payment periods with respect to each deferral
period (each an "EXTENSION PERIOD"), during which Extension Periods the Company
shall have the right to make partial payments of interest on any Interest
Payment Date, and at the end of which the Company shall pay all interest then
accrued and unpaid including any Additional Interest, as provided below;
PROVIDED, HOWEVER, that no Extension Period shall extend beyond the Stated
Maturity of the principal of this Security, and no such Extension Period may end
on a date other than an Interest Payment Date; and
PROVIDED, FURTHER, HOWEVER, that during any such Extension Period, the Company
shall not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock, or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank PARI PASSU in all respects with or junior in interest to this
Security (other than (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, in connection
with a dividend reinvestment or stockholder stock purchase plan or in connection
with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(c) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (d) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks PARI PASSU with or junior to such stock). Prior
to the termination of any such Extension Period, the Company may further defer
the payment of interest, PROVIDED that no Extension Period shall exceed 20
consecutive quarterly interest payment periods, extend beyond the Stated
Maturity of the principal of this Security or end on a date other than an
Interest Payment Date. Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest
then due on any Interest Payment Date, the Company may elect to begin a new
Extension Period, subject to the above conditions. No interest shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension shall bear Additional Interest (to the extent that the payment of
such interest shall be legally enforceable) at the rate of 8.50% per annum,
compounded quarterly and calculated as set forth in the first paragraph of this
Security, from the dates on which amounts would otherwise have been due and
payable until paid or made available for payment. The Company shall give the
Holder of this Security and the Indenture Trustee notice of its election to
begin any Extension Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on this Security would be
payable but for such deferral or so long as such Securities are held by Issuer
Trust, at least one Business Day prior to the earlier of (i) the next succeeding
date on which Distributions on the Trust Preferred Securities of Issuer Trust
would be payable but for such deferral, and (ii) the date on which the Property
Trustee of Issuer Trust is required to give notice to any securities exchange or
other applicable self-regulatory organization or to holders of such Trust
Preferred Securities of the record date or the date such Distributions are
payable.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose either at the office of the Debenture Trustee in Boston, Massachusetts
or at the office of the paying agent as have been designated at such time, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Indenture Trustee on his or her behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so
provided, and (c) appoints the Indenture Trustee his or her attorney-in-fact for
any and all such purposes. Each Holder hereof, by his or her acceptance hereof,
waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
SEACOAST FINANCIAL SERVICES CORPORATION
By:
----------------------------
Name:
Title:
Attest:
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Clerk
8.50% SUBORDINATED DEBENTURE
(CONTINUED)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under the Junior Subordinated Indenture, dated as of May 31, 2002 (herein
called the "INDENTURE"), between the Company and STATE STREET BANK AND TRUST
COMPANY, as Trustee (herein called the "INDENTURE TRUSTEE", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Indenture Trustee, the holders of Senior Debt and the Holders
of the Securities, and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Security is one of the series designated
on the face hereof.
All terms used in this Security that are defined in the Indenture or in
the Amended and Restated Trust Agreement, dated as of May 31, 2002 (as modified,
amended or supplemented from time to time, the "TRUST AGREEMENT"), relating to
the Issuer Trust among the Company, as Depositor, the Property Trustee, the
Delaware Trustee named therein, the Administrative Trustees named therein and
the Holders from time to time of the Trust Securities issued pursuant thereto,
shall have the meanings assigned to them in the Indenture or the Trust
Agreement, as the case may be.
The Company may at any time, at its option, on or after June 30, 2007,
and subject to the terms and conditions of Article XI of the Indenture, redeem
this Security in whole at any time or in part from time to time, at a Redemption
Price equal to 100% of the principal amount hereof, together, in the case of any
such redemption, with accrued interest, including any Additional Interest, to
but excluding the date fixed for redemption.
In addition, upon the occurrence and during the continuation of a Tax
Event or a Capital Treatment Event or an Investment Company Event in respect of
the Issuer Trust, the Company may, at its option, at any time within 90 days of
the occurrence and during the continuation of such Tax Event, Capital Treatment
Event or Investment Company Event, as the case may be, redeem this Security, in
whole but not in part, subject to the terms and conditions of Article XI of the
Indenture, at a redemption price of 100%, together with accrued interest
(including any Additional Interest) to the Redemption Date.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Company and the Indenture Trustee at any time to enter into a supplemental
indenture or indentures for the purpose of modifying in any manner the rights
and obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental
indenture. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, if an
Event of Default with respect to the Securities of this series at the time
Outstanding occurs and is continuing, then and in every such case the Indenture
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of this series may declare the principal amount of all
the Securities of this series to be due and payable immediately, by a notice in
writing to the Company (and to the Indenture Trustee if given by Holders),
PROVIDED that, if upon an Event of Default, the Indenture Trustee or such
Holders fail to declare the principal of all the Outstanding Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Trust Preferred Securities then Outstanding
shall have the right to make such declaration by a notice in writing to the
Company and the Indenture Trustee; and upon any such declaration the principal
amount of and the accrued interest (including any Additional Interest) on all
the Securities of this series shall become immediately due and payable, provided
that the payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
XIII of the Indenture.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest including any Additional Interest) on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
for such purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple of $25 in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Indenture Trustee and any agent of the Company or the Indenture
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Indenture Trustee nor any such agent shall be affected
by notice to the contrary.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE COMMONWEALTH OF MASSACHUSETTS.
CERTIFICATE OF AUTHENTICATION
This is one of the 8.50% Junior Subordinated Debenture Securities described
in the within-mentioned Junior Subordinated Indenture.
Dated: May 31, 2002
STATE STREET BANK AND TRUST COMPANY,
as Authentication Agent and Registrar
By
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Authorized Signatory