TRUST AGREEMENT
Exhibit 4.14
This TRUST AGREEMENT, dated as of May 16, 2008 (this “Trust Agreement”), among Wilmington
Trust Company, a Delaware banking corporation, as trustee (the “Trustee”) and Seacoast Banking
Corporation of Florida, a Florida corporation, as depositor (the “Depositor”). The Trustee and the
Depositor hereby agree as follows:
1. The trust created hereby (the “Trust”) shall be known as “SBCF Capital
Trust V,” in which name the Trustee, or the Depositor to the extent provided herein, may
engage in the transactions contemplated hereby, make and execute contracts, and xxx and
be sued.
2. 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 statutory trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq.
(the “Statutory 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 in the form of exhibit A attached hereto with the Delaware Secretary of State in
accordance with the provisions of the Statutory Trust Act.
(a) Except as otherwise expressly required in Section 2 of this Trust
Agreement, the Trustee shall not have any duty or liability with respect to the
administration of the Trust, the investment of the Trust’s property or the payment of
dividends or other distributions of income or principal to the Trust’s beneficiaries, and no
implied obligations shall be inferred from this Trust Agreement on the part of the
Trustee. The Trustee is authorized and directed to execute on behalf of the Trust such
documents and take such other action as the Depositor specifically directs in written
instructions delivered to the Trustee, provided, however, the Trustee shall not be required
to take any action if the Trustee shall determine or shall be advised by counsel that such
action is likely to result in personal liability or is contrary to applicable law or any
agreement to which either Trustee is a party. The Trustee shall not be liable for the acts
or omissions of the Depositor or any other person who acts on behalf of the Trust nor
shall the Trustee be liable for any act or omission by the Trustee in good faith in
accordance with the directions of the Depositor.
(b) The Trustee accepts the trusts hereby created and agrees to perform
its duties hereunder with respect to the same but only upon the terms of this Trust
Agreement. The Trustee shall not be personally liable under any circumstances, except
for its own willful misconduct or gross negligence. In particular, but not by way of
limitation:
(c) The Trustee shall not be personally liable for any error of judgment
made in good faith by any officer or employee of the Trustee;
1
(d) No provision of this Trust Agreement shall require the Trustee to
expend or risk its personal funds or otherwise incur any financial liability in the
performance of its rights or duties hereunder, if the Trustee shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;
(e) Under no circumstance shall the Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(f) The Trustee shall not be personally responsible for or in respect of
the genuineness, form or value of the Trust property, the validity or sufficiency of this
Trust Agreement or for the due execution hereof by the Depositor;
(g) In the event the Trustee is unsure as to the course of action to be
taken by it hereunder, the Trustee may request instructions from the Depositor and to the
extent the Trustee follows such instructions in good faith the Trustee shall not be liable to
any person. In the event that no instructions are provided within the time requested by
the Trustee, the Trustee shall have no duty or liability for its failure to take any action or
for any action it takes in good faith;
(h) All funds deposited with the Trustee hereunder may be held in a non-interest bearing
trust account and the Trustee shall not be liable for any interest thereon or for any loss as a
result of the investment thereof at the direction of the Depositor;
(i) To the extent that, at law or in equity, the Trustee has duties and liabilities
relating thereto to the Depositor or the Trust, the Depositor agrees that such duties and
liabilities are replaced by the terms of this Trust Agreement.
(j) The Trustee shall incur no liability to anyone in acting in good faith upon any
document believed by the Trustee to be genuine and believed by the Trustee to be signed by the
proper party or parties. The Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any entity as conclusive evidence that such resolution has
been duly adopted by such body and that the same is in full force and effect. As to any fact or
matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee
may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or
matter, and such certificate shall constitute full protection to the Trustee for any action
taken or omitted to be taken by it in good faith in reliance thereon.
(k) In the exercise or administration of the trusts hereunder, the Trustee (i) may act
directly or, at the expense of the Trust, through agents or attorneys, and the Trustee shall not
be liable for the default or misconduct of such attorneys or agents if such agents and attorneys
shall have been selected by the Trustee in good faith, and (ii) may, at the expense of the
Trust, consult with counsel, accountants and other experts, and it shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the advice or opinion
of any such counsel, accountants or other experts.
2
(l) Except as expressly provided in this Section 2, in accepting and performing the trusts
hereby created, the Trustee acts solely as Trustee hereunder and not in its individual capacity,
and all persons having any claim against the Trustee by reason of the transactions contemplated
by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction
thereof.
3. The Depositor hereby agrees to (i) compensate the Trustee for its
services hereunder in an amount separately agreed to by the Depositor and the Trustee,
(ii) reimburse the Trustee for all reasonable expenses not otherwise reimbursed by the
Trust (including reasonable fees and expenses of counsel and other experts) and (iii)
indemnify, defend and hold harmless the Trustee and any of the officers, directors,
employees and agents of the Trustee (each an “Indemnified Person”) from and against
any and all losses, damages, liabilities, claims, actions, suits, costs, expenses,
disbursements (including reasonable fees and expenses of its counsel), taxes and penalties
of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such
Expenses arise out of or are imposed upon or asserted at any time against such
Indemnified Person with respect to the performance of this Trust Agreement, the
creation, operation or termination of the Trust or the transactions contemplated hereby;
provided, however, that the Depositor shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct or gross negligence
of such Indemnified Person. In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal
counsel shall be subject to the approval of the Depositor, which approval shall not be
unreasonably withheld. The obligations of the Depositor under this Section 3 shall
survive the termination of this Trust Agreement.
4. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall he 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, that to the extent required by the
Statutory 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 that has its principal
place of business in the State of Delaware and otherwise meets the requirements of
applicable law. Subject to the foregoing, the Depositor is entitled to appoint or remove
without cause any trustee of the Trust at any time. The Trustee may resign upon thirty
days prior notice to the Depositor. If no successor has been appointed within such thirty
day period, the Trustee may, at the expense of the Trust, petition a court of competent
jurisdiction to appoint a successor trustee.
5. The Depositor, the Trustee and others 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 by the Trust of such Trust Capital Securities and Common
Securities as may be referred to therein. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustee shall not have
3
any duty or obligation hereunder or with respect to the trust estate of the Trust, except as
otherwise contemplated by this Trust Agreement, 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 Trustee may take
all actions deemed proper as are necessary to effect the transactions contemplated herein.
6. The Depositor, on behalf of the Trust, is hereby authorized, in its discretion, (i) to
file with 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 the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Trust Capital Securities, (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 Trust
Capital Securities under the Securities Exchange Act of 1934, as amended; and (c) any
preliminary prospectus or prospectus or supplement thereto related to the Trust Capital
Securities required to be filed pursuant to Rule 424 under the Securities Act of 1933, as
amended; (ii) to file with The Nasdaq Global Select Market or any other national stock exchange
(each, an “Exchange”) and execute on behalf of the Trust one or more listing
applications and all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Trust Capital Securities to be
listed on any of the Exchanges; (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 shall be necessary or desirable to register the
Trust Capital Securities under the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver
letters or documents to, or instruments for filing with, a depository relating to the Trust
Capital Securities; and (v) to negotiate and execute on behalf of the Trust one or more
underwriting agreements, in customary form, relating to the Trust Capital Securities.
In the event that any filing referred to in this Section 6 is required by the rules and
regulations of the Securities and Exchange Commission (the “Commission”) or any state
securities or Blue Sky laws or by any depositary to be executed on behalf of the Trust by the
Trustee, the Trustee is hereby authorized and, to the extent so required, directed to join in
any such filing and to execute on behalf of the Trust any and all of the foregoing, it being
understood that the Trustee shall not be required to join in any such filing or execute on
behalf of the Trust any such document unless required by the rules and regulations of the
Commission and any state securities or Blue Sky laws or by any depositary.
7. Upon written instructions from the Depositor, the Trustee shall dissolve and terminate
the Trust and file in accordance with 12 Del.C. § 3810 a Certificate of Cancellation
with the Delaware Secretary of Sate.
4
8. This Trust Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and understandings
between the parties.
9. This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
10. This Trust Agreement may be executed in one or more
counterparts, each of which when so executed shall be an original and all of which when
taken together shall constitute but one and the same instrument.
[signature page follows]
5
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 BANKING CORPORATION OF FLORIDA, as Depositor |
||||
| By: | /s/ Xxxxxx X. Xxxxxx, III | |||
| Name: | Xxxxxx X. Xxxxxx, III | |||
| Title: Chairman/CEO | ||||
| WILMINGTON TRUST COMPANY, as Trustee |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: Authorized Signer | ||||
6
EXHIBIT A
CERTIFICATE OF TRUST
OF
SBCF CAPITAL TRUST V
OF
SBCF CAPITAL TRUST V
THIS Certificate of Trust of SBCF Capital Trust V (the “Trust”) is being duly executed and
filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust
Act (12 Del. C. §3801 et seq.) (the “Act”).
1. Name. The name of the statutory trust formed hereby is SBCF Capital Trust V.
2. Delaware Trustee. The name and business address of the trustee of the Trust in the
State of Delaware are Wilmington Trust Company, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000, Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate in accordance with
Section 381l(a) of the Act.
| WILMINGTON TRUST COMPANY, as trustee |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
7
