1
Exhibit 4.5
TRUST AGREEMENT
OF
FIRST TENNESSEE CAPITAL I
TRUST AGREEMENT, dated as of December 6, 1996, between First
Tennessee National Corporation, a Tennessee corporation, as "Depositor", and
Xxxxxx X. Xxxxxx, Xx. and Xxxxxx X. Xxxxxxx as "Regular Trustees" and The Bank
of New York (Delaware) as "Trustee" (the Trustee and the Regular Trustees
together, the "Trustees"). The Depositor and the Trustees hereby agree as
follows:
1. The trust created hereby shall be known as First Tennessee
Capital 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 xxx 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. Section 3801 et seq. (the "Business
Trust Act"), and that this document constitutes 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 accordance with the
provisions of the Business Trust Act.
3. The Depositor and the Trustees 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 Securities Act Registration
Statement (as defined below), to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred 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 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 any licenses, consents or approvals required by
applicable law or otherwise.
4. The Trustees hereby authorize and direct the Depositor,
as the sponsor of the
2
Trust, (i) to execute and file with the Securities and Exchange Commission (the
"Commission"), in each case on behalf of the Trust (a) the Registration
Statement on Form S-3 (the "Securities Act Registration Statement"), including
all pre-effective and post-effective amendments thereto (including the
prospectus and the exhibits contained therein or forming a part thereof),
relating to the registration under the Securities Act of 1933, as amended, of
the Preferred Securities of the Trust and certain other securities and (b) a
Registration Statement on Form 8-A (the "Exchange Act Registration Statement"),
including all pre-effective and post-effective amendments thereto (including the
exhibits contained therein or forming a part thereof), relating to the
registration of the Preferred Securities of the Trust under Section 12 of the
Securities Exchange Act of 1934, as amended; (ii) to execute and file with one
or more national securities exchanges (each, an "Exchange") or the National
Association of Securities Dealers ("NASD") in each case 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 Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq National Market ("NASDAQ"); (iii) to execute and file 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 Preferred Securities under the securities or "Blue
Sky" laws; (iv) to execute on behalf of the Trust such Underwriting Agreements
with one or more underwriters relating to the offering of the Preferred
Securities as the Depositor, on behalf of the Trust, may deem necessary or
desirable; and (v) to execute on behalf of the Trust any and all documents,
papers and instruments as may be desirable in connection with any of the
foregoing. If any filing referred to in clauses (i), (ii) and (iii) above is
required by the rules and regulations of the Commission, any Exchange, the NASD
or state securities or Blue Sky laws, to be executed on behalf of the Trust by a
Trustee, the Depositor and any trustee of the Trust 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.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) 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
-2-
3
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 of the Trustees at
any time. Any of the Trustees may resign upon thirty days' prior notice to the
Depositor provided, however, such notice shall not be required if it is waived
by the Depositor.
7. 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).
[Remainder of Page Intentionally Blank]
-3-
4
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
FIRST TENNESSEE NATIONAL
CORPORATION, as Depositor
By: Xxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
THE BANK OF NEW YORK
(DELAWARE), as Trustee
By: Xxxxxxx X. Xxxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
Xxxxxx X. Xxxxxx, Xx.
-----------------------
Xxxxxx X. Xxxxxx, Xx.,
as Regular Trustee
Xxxxxx X. Xxxxxxx
-----------------------
Xxxxxx X. Xxxxxxx,
as Regular Trustee
-4-
s
