EXHIBIT 10.22
TRUST AGREEMENT
OF
SEACOAST CAPITAL TRUST I
This TRUST AGREEMENT, dated as of April 9, 2002, between Seacoast
Financial Services Corporation, a Massachusetts corporation, as "Depositor" and
Kevin G. Champagne and Francis S. Mascianica, Jr. as "Regular Trustees" and
Christiana Bank & Trust Company as "Trustee" (the Trustee and the Regular
Trustees together, the "Trustees"). The Depositor and the Trustees hereby agree
as follows:
1. The trust created hereby shall be known as Seacoast Capital Trust I,
in which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the trust, make and execute contracts, and sue and be
sued.
2. The depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the trust. The
Trustee is hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as an exhibit to the 1933 Act Registration Statement (as
defined below), to provide for the contemplated operation of the trust created
hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise.
4. The Depositor, as the sponsor of the trust, is hereby authorized to
file with the Securities and Exchange Commission (the "Commission") and execute,
in each case on behalf of the trust (a) the Registration Statement on Form S-3
(the "1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to such 1933 Act Registration Statement (including the
prospectus and the exhibits contained therein), relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
trust and certain other securities and any other necessary documents relating
thereto and (b) a Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including all pre-effective and post-effective amendments thereto)
relating to the registration of the Preferred Securities of the trust under of
the Securities Exchange Act of 1934, as amended; (ii) to file with one or more
national securities exchange (each, an "Exchange") or the national association
of
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securities dealers ("NASD") and execute on behalf of the trust a listing
application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq National Market; (iii) to file and execute on behalf of the
trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as the depositor, on behalf of the trust, may deem necessary or desirable to
register the Preferred Securities under the securities or "blue sky" laws; (iv)
to execute on behalf of the trust such underwriting agreements with one or more
underwriters relating to the offering of the Preferred Securities as the
Depositor, on behalf of the trust, may deem necessary or desirable. In the event
that any filing referred to in clauses (i), (ii) and above is required by the
rules and regulations of the Commission, any Exchange, the NASD or state
securities or Blue Sky laws, to be executed on behalf of the trust by one of the
Trustees, the Depositor and any of the Trustees appointed pursuant to Section 6
hereof are hereby authorized to join in any such filing and to execute on behalf
of the trust any and all of the foregoing.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any of the Trustees at
any time. Any of the Trustees may resign upon thirty days' prior notice to the
Depositor provided, however, such notice shall not be required if it is waived
by the Depositor.
7. The Depositor agrees to indemnify each Trustee for, and to hold it
harmless against, any loss, liability or expense (including the reasonable
compensation and the expenses and disbursements of its agents and counsel)
incurred without negligence or bad faith, arising out of or in connection with
the acceptance or administration of this trust or the performance of each such
Trustee's duties hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.
8. Christiana Bank & Trust Company, in its capacity as Trustee, shall
not have any of the powers or duties of the Regular Trustees set forth herein
and shall be a Trustee of the trust for the sole purpose of satisfying the
requirements of Section 3807 of the Business Trust Act.
9. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
SEACOAST FINANCIAL SERVICES
CORPORATION,
as Depositor
By: /s/ Kevin G. Champagne
------------------------------------------
Name: Kevin G. Champagne
Title: President and Chief Executive Officer
CHRISTIANA BANK & TRUST COMPANY,
as Trustee
By: /s/ Louis W. Gerbel
------------------------------------------
Name: Louis W. Gerbel
Title: Vice President
By: /s/ Kevin G. Champagne
------------------------------------------
Name: Kevin G. Champagne,
Title: as Regular Trustee
By: /s/ Francis S. Mascianica, Jr.
------------------------------------------
Name: Francis S. Mascianica, Jr.,
Title: as Regular Trustee
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CERTIFICATE OF TRUST
OF
SEACOAST CAPITAL TRUST I
This Certificate of Trust of Seacoast Capital Trust I (the "Trust"),
dated April 9, 2002, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12 C.
Section 3801 et seq.).
1. NAME.
The name of the business trust being formed hereby is Seacoast
Capital Trust I.
2. DELAWARE TRUSTEE.
The name and business address of the trustee of the Trust with a
principal place of business in the State of Delaware is Christiana Bank & Trust
Company, 1314 King Street, Wilmington, Delaware 19801.
3. EFFECTIVE DATE.
This Certificate of Trust shall be effective upon its filing with
the Secretary of State of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned, being the initial trustees of the
trust, have executed this certificate of Trust as of the date first above
written.
CHRISTIANA BANK & TRUST COMPANY,
as Trustee
By: /s/ Louis W. Gerbel
---------------------------------
Name: Louis W. Gerbel
Title: Vice President
By: /s/ Kevin G. Champagne
---------------------------------
Name: Kevin G. Champagne
Title: as Regular Trustee
By: /s/ Francis S. Mascianica, Jr.
---------------------------------
Name: Francis S. Mascianica, Jr.
Title: as Regular Trustee
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