exv4w6






EXHIBIT 4.6




AGREEMENT AS TO EXPENSES AND LIABILITIES




     AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of October 23, 2009,
between BRIDGE BANCORP, INC. a New York corporation (the “Company”), and BRIDGE STATUTORY CAPITAL
TRUST II, a Delaware statutory trust (the “Trust”).



RECITALS




     WHEREAS, the Trust intends to issue its common securities (the “Common Securities”) to, and
receive 8.50% Convertible Subordinated Debentures (the “Debentures”) from, the Company and to issue
and sell Bridge Statutory Capital Trust II 8.50% Cumulative Convertible Trust Preferred Securities
(the “Preferred Securities”) with such powers, preferences and special rights and restrictions as
are set forth in the Amended and Restated Trust Agreement of the Trust dated as of October 23,
2009, among Bridge Bancorp, Inc. (the “Company”), as Depositor, Wilmington Trust Company, as
Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees
named therein, as the same may be amended from time to time (the “Trust Agreement”);



     WHEREAS, the Company shall directly or indirectly own all of the Common Securities of the
Trust and shall issue the Debentures;



     NOW, THEREFORE, in consideration of the purchase by each holder of the Preferred Securities,
which purchase the Company hereby agrees shall benefit the Company and which purchase the Company
acknowledges shall be made in reliance upon the execution and delivery of this Agreement, the
Company, including in its capacity as holder of the Common Securities, and the Trust hereby agree
as follows:



ARTICLE I




SECTION 1.1 Guarantee by the Company.




     Subject to the terms and conditions hereof, the Company, including in its capacity as holder
of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or
entity to whom the Trust is now or hereafter becomes indebted or liable (the “Beneficiaries”) the
full payment when and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, “Obligations” means any costs, expenses or liabilities of the Trust
other than obligations of the Trust to pay to holders of any Preferred Securities or other similar
interests in the Trust the amounts due such holders pursuant to the terms of the Preferred
Securities or such other similar interests, as the case may be. This Agreement is intended to be
for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.



 









 





SECTION 1.2 Term of Agreement.




     This Agreement shall terminate and be of no further force and effect upon the later of (a) the
date on which full payment has been made of all amounts payable to all holders of all the Preferred
Securities (whether upon redemption, liquidation, exchange or otherwise); and (b) the date on which
there are no Beneficiaries remaining; provided, however, that this Agreement shall continue to be
effective or shall be reinstated, as the case may be, if at any time any holder of Preferred
Securities or any Beneficiary must restore payment of any sums paid under the Preferred Securities,
under any obligation, under the Preferred Securities Guarantee Agreement dated the date hereof by
the Company and Wilmington Trust Company as Guarantee Trustee or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute.



SECTION 1.3 Waiver of Notice.



     The Company hereby waives notice of acceptance of this Agreement and of any obligation to
which it applies or may apply, and the Company hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.



SECTION 1.4 No Impairment.



     The obligations, covenants, agreements and duties of the Company under this Agreement shall in
no way be affected or impaired by reason of the happening from time to time of any of the
following:



     (a) the extension of time for the payment by the Trust of all or any portion of the
Obligations or for the performance of any other obligation under, arising out of, or in connection
with, the Obligations;



     (b) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to
enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries
with respect to the Obligations or any action on the part of the Trust granting indulgence or
extension of any kind; or



     (c) the voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement composition or readjustment of debt of, or other similar proceedings affecting, the
Trust or any of the assets of the Trust.



     There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent of,
the Company with respect to the happening of any of the foregoing.



 









 





SECTION 1.5 Enforcement.




     A Beneficiary may enforce this Agreement directly against the Company, and the Company waives
any right or remedy to require that any action be brought against the Trust or any other person or
entity before proceeding against the Company.



ARTICLE II




SECTION 2.1 Binding Effect.




     All guarantees and agreements contained in this Agreement shall bind the successors, assigns,
receivers, trustees and representatives of the Company and shall inure to the benefit of the
Beneficiaries.



SECTION 2.2 Amendment.




     So long as there remains any Beneficiary or any Preferred Securities of any series are
outstanding, this Agreement shall not be modified or amended in any manner adverse to such
Beneficiary or to any of the holders of the Preferred Securities.



SECTION 2.3 Notices.




     Any notice, request or other communication required or permitted to be given hereunder shall
be given in writing by delivering the same by facsimile transmission (confirmed by mail), telex, or
by registered or certified mail, addressed as follows (and if so given, shall be deemed given when
mailed or upon receipt of an answer back, if sent by facsimile):



Bridge Statutory Capital Trust II

c/o Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Attention: Howard H. Nolan, Administrative Trustee




Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Attention: Kevin M. O’Connor, President and Chief Executive Officer




SECTION 2.4 Governing Law.




     This agreement shall be governed by and construed and interpreted in accordance with the laws
of New York (without regard to conflict of laws principles).



 









 





     THIS EXPENSE AGREEMENT is executed as of the day and year first above written.



	 	 	 	 	 
	 	BRIDGE BANCORP, INC.

 	 
	 	By:  	/s/ Kevin M. O’Connor
 	 
	 	 	Name:  	Kevin M. O’Connor 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	BRDIGE STATUTORY CAPITAL TRUST II

 	 
	 	By:  	/s/ Howard H. Nolan
 	 
	 	 	Name:  	Howard H. Nolan 	 
	 	 	Title:  	Administrative Trustee