Exhibit 4.2
TRUST AGREEMENT, dated as of March 18, 1997, by and between Community Trust
Bancorp, Inc., a Kentucky corporation, as "Depositor", and Wilmington Trust
Company, a Delaware banking corporation, as "Trustee".
The Depositor and the Trustee hereby agree as follows:
Section 1. The Trust. The trust created hereby shall be known as CTBI
Preferred Capital Trust (the "Trust"), in which name the Trustee, or the
Depositor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and xxx and be sued.
Section 2. The Trust Estate. The Depositor hereby assigns, transfers,
conveys and sets over to the Trustee the sum of $10. The Trustee hereby
acknowledges receipt of such amount in trust from the Depositor, which amount
shall constitute the initial trust estate. The Trustee hereby declares that it
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 39 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 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.
Section 3. Amended and Restated Trust Agreement. The Depositor, the
Trustee and certain other parties 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 Capital Securities (as defined below) and common
securities of the Trust to be referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee 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 of licenses, consents or approvals required
by applicable law or otherwise.
Section 4. Certain Authorizations. The Depositor and the Trustee hereby
authorize and direct the Depositor, as the sponsor of the Trust, (i) 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 (the "Capital Securities") and certain other securities of the Depositor
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 Capital Securities of the Trust under
Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to file with
the National Association of 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
Capital Securities to be listed on the NASD's Nasdaq National Market ("NASDAQ");
(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 Capital Securities under the
securities or "Blue Sky" laws; and (iv) to execute on behalf of the Trust such
Underwriting Agreements with one or more underwriters relating to the offering
of the Capital 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) or (iii) above is required by the rules and regulations of the Commission,
the NASD or state securities or "Blue Sky" laws, to be executed on behalf of the
Trust by the Trustee, the Depositor and any Trustee 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.
Section 5. Counterparts. This Trust Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
Section 6. Trustees. The number of Trustees initially shall be one (1)
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
Trustee at any time. The Trustee may resign upon thirty days' prior notice to
the Depositor.
Section 7. Governing Law. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflicts of law principals).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
COMMUNITY TRUST BANCORP, INC.
as Depositor
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
WILMINGTON TRUST COMPANY,
as Trustee
By: /s/ W. Xxxxx Xxxxxxxxxx
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Name: W. Xxxxx Xxxxxxxxxx
Title: Senior Financial Services Officer
