Exhibit 4.4
TRUST AGREEMENT
OF
COLORADO BUSINESS BANKSHARES CAPITAL TRUST I
THIS TRUST AGREEMENT is made as of May 22, 2000 (this "Trust
Agreement"), by and among Colorado Business Bankshares, Inc., a Colorado
corporation, as Depositor (the "Depositor"), First Union Trust Company, National
Association, a national banking association with its principal place of business
in the State of Delaware, as trustee (the "Delaware Trustee"), and Jonathan C.
Lorenz, Richard J. Dalton, and Lynn B. Andrich, as trustees (the "Administrative
Trustees"; and together with the Delaware Trustee, the "Trustees"). The
Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Colorado Business
Bankshares Capital Trust I" (the "Trust"), 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. (S) 3801, et seq. (the "Business Trust Act"), and
------- -- ---
that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in such form as the Trustee may
approve.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Capital 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 duties or obligations hereunder or with respect of
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. Notwithstanding the
foregoing, the Trustees may take all actions deemed proper as are necessary to
effect the transactions contemplated herein.
4. This Trust Agreement may be executed in one or more counterparts.
5. The number of Trustees of the Trust initially shall be four and
thereafter the number of trustees of the Trust 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 of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
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. Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any trustee of the Trust at any time. Any trustee of the
Trust may resign upon thirty days' prior notice to the Depositor.
6. 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).
[SIGNATURE PAGE FOLLOWS]
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
COLORADO BUSINESS BANKSHARES, INC.,
as Depositor
By: ___________________________________________
Name:
Title:
FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, as Delaware Trustee
By: /s/ Edward Truitt
-------------------------------------------
Name: Edward L. Truitt, Jr.
Title: Vice President
------------------------------------------------
Jonathan C. Lorenz, as Administrative Trustee
------------------------------------------------
Richard J. Dalton, as Administrative Trustee
------------------------------------------------
Lynn B. Andrich, as Administrative Trustee
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
COLORADO BUSINESS BANKSHARES, INC.,
as Depositor
By: /s/ Richard J. Dalton
-------------------------------------------
Name: Richard J. Dalton
Title: Executive Vice President
FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, as Delaware Trustee
By:
-------------------------------------------
Name:
Title:
/s/ Jonathan C. Lorenz
------------------------------------------------
Jonathan C. Lorenz, as Administrative Trustee
/s/ Richard J. Dalton
------------------------------------------------
Richard J. Dalton, as Administrative Trustee
/s/ Lynn B. Andrich
------------------------------------------------
Lynn B. Andrich, as Administrative Trustee
- 4 -