12.1. [a05-13315_1ex10d3.htm#Section12_1_Representations_134750]
Representations and Warranties of Institutional Trustee
[a05-13315_1ex10d3.htm#Section12_1_Representations_134750]
SECTION 12.2. [a05-13315_1ex10d3.htm#Section12_2_Representati_134753]
Representations and Warranties of Delaware Trustee
[a05-13315_1ex10d3.htm#Section12_2_Representati_134753]
ARTICLE XIII
MISCELLANEOUS [a05-13315_1ex10d3.htm#ArticleXiiiMiscellaneous_134756]
SECTION 13.1. [a05-13315_1ex10d3.htm#Section13_1_Notices_134758]
Notices [a05-13315_1ex10d3.htm#Section13_1_Notices_134758]
SECTION 13.2. [a05-13315_1ex10d3.htm#Section13_2_Governing_134803]
Governing Law [a05-13315_1ex10d3.htm#Section13_2_Governing_134803]
SECTION 13.3. [a05-13315_1ex10d3.htm#Section13_3_Submission_134805]
Submission to Jurisdiction [a05-13315_1ex10d3.htm#Section13_3_Submission_134805]
SECTION 13.4. [a05-13315_1ex10d3.htm#Section13_4_Intention_134808]
Intention of the Parties [a05-13315_1ex10d3.htm#Section13_4_Intention_134808]
SECTION 13.5. [a05-13315_1ex10d3.htm#Section13_5_Headings_134810]
Headings [a05-13315_1ex10d3.htm#Section13_5_Headings_134810]
SECTION 13.6. [a05-13315_1ex10d3.htm#Section13_6_Successors_134812]
Successors and Assigns [a05-13315_1ex10d3.htm#Section13_6_Successors_134812]
SECTION 13.7. [a05-13315_1ex10d3.htm#Section13_7_Partial_134814]
Partial Enforceability [a05-13315_1ex10d3.htm#Section13_7_Partial_134814]
SECTION 13.8. [a05-13315_1ex10d3.htm#Section13_8_Counterparts_134817]
Counterparts [a05-13315_1ex10d3.htm#Section13_8_Counterparts_134817]
iv
ANNEXES AND EXHIBITS
ANNEX I [a05-13315_1ex10d3.htm#AnnexITermsOf_134821]
Terms of TP Securities and Common Securities
[a05-13315_1ex10d3.htm#AnnexITermsOf_134821]
EXHIBIT A-1 [a05-13315_1ex10d3.htm#ExhibitA1_134846]
Form of Capital Security Certificate [a05-13315_1ex10d3.htm#ExhibitA1_134846]
EXHIBIT A-2 [a05-13315_1ex10d3.htm#ExhibitA2_134852]
Form of Common Security Certificate [a05-13315_1ex10d3.htm#ExhibitA2_134852]
v
AMENDED AND RESTATED DECLARATION OF TRUST
OF
SCBT Capital Trust III
July 18, 2005
AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and
effective as of July 18, 2005, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.
WHEREAS, the Delaware Trustee and the Sponsor established SCBT Capital Trust III
(the "Trust"), a statutory trust under the Statutory Trust Act (as defined
herein), pursuant to a Declaration of Trust, dated as of July 14, 2005 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on July 14, 2005, for the sole purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in the Debentures (as
defined herein) of the Debenture Issuer (as defined herein) in connection with
the issuance of the Capital Securities (as defined herein);
WHEREAS, as of the date hereof, no interests in the assets of the Trust have
been issued; and
WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration.
NOW, THEREFORE, it being the intention of the parties hereto to continue the
Trust as a statutory trust under the Statutory Trust Act and that this
Declaration constitutes the governing instrument of such statutory trust, and
that all assets contributed to the Trust will be held in trust for the benefit
of the holders, from time to time, of the securities representing undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration, and, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties, intending to be legally bound hereby, amend
and restate in its entirety the Original Declaration and agree as follows:
ARTICLE I
INTERPRETATION AND DEFINITIONS
SECTION 1.1.
Definitions.
Unless the context otherwise requires:
(a)
capitalized terms used in this Declaration but not defined in the
preamble above or elsewhere herein have the respective meanings assigned to them
in this Section 1.1 or,