FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplement"), made
and executed as of August 11, 2000 by and among INDEPENDENT
BANKSHARES, INC., a Texas corporation ("Independent"), STATE
NATIONAL BANCSHARES, INC., a Texas corporation ("State
National"), and U.S. TRUST COMPANY OF TEXAS, N.A., a national
bank with trust powers, as trustee (the "Trustee").
RECITALS
WHEREAS, pursuant to that certain Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization"), made
and entered into as of the 1st day of March, 2000, by and between
Independent and State National, State National will acquire all
of the issued and outstanding stock of Independent in the merger
of New FSB, Inc., a wholly owned subsidiary of State National,
with and into Independent (the "Merger") with Independent
surviving as a wholly owned subsidiary of State National, as of
August 11, 2000 (the "Effective Time").
WHEREAS, Independent has heretofore entered into that
certain Indenture dated as of September 22, 1998 (the
"Indenture") among Independent and the Trustee to provide for the
issuance of the 8.5% Subordinated Debenture due 2028 (the
"Debentures"), and has appointed the Trustee to serve as trustee
thereunder.
WHEREAS, pursuant to the Agreement and Plan of
Reorganization, State National has agreed to assume joint and
several liability for all of the obligations of Independent under
the Indenture.
NOW, THEREFORE, each party hereto agrees as follows for the
benefit of each other party and for the equal and ratable benefit
of the Holders of the Debentures.
1. DEFINITIONS
1.1 Defined Terms. Capitalized terms used in this Supplement and
not otherwise defined herein shall have the meaning assigned to
such terms in the Indenture.
2. ASSUMPTION OF OBLIGATIONS
2.1 Assumption. State National hereby unconditionally assumes
joint and several liability on and after the Effective Time for
all of the obligations of Independent under the Indenture and the
Debentures with the same effect as if State National had been
originally named therein. Notwithstanding the foregoing,
Independent shall remain obligated under the Indenture and the
Debentures in accordance with the terms thereof.
2.2 No Event of Default. Independent represents, and that as of
the Effective Time, no Debenture Event of Default has occurred or
is continuing.
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2.3 Trustee's Acceptance. The Trustee affirms its acceptance of
the trusts created by the Indenture, as supplemented by this
Supplement, and agrees to perform the same upon the terms and
conditions of the Indenture, as supplemented by this Supplement.
3. CHANGES TO THE DEBENTURES
3.1 Authentication of Debentures. Debentures authenticated and
delivered on and after the date hereof shall bear the following
legend which may be stamped or typewritten thereon:
On August 11, 2000, State National Bancshares, Inc.
assumed joint and several liability for the due and punctual
payment of the principal of (and premium, if any) and interest on
the 8.5% Subordinated Debentures due 2028 and the performance of
every covenant of the Indenture on the part of Independent
Bankshares, Inc. to be performed and observed.
3.2 Issuance of New Debentures. If State National shall so
determine, new Debentures so modified as to conform to the
Indenture as hereby supplemented, in form satisfactory to the
Trustee, may at any time hereafter be prepared and executed by
State National and authenticated and delivered by the Trustee in
exchange for Debentures then outstanding, and thereafter the
notation referenced in Section 3.1 hereof shall no longer be
required. Anything herein or in the Indenture to the contrary
notwithstanding, the failure to affix the notation referenced in
Section 3.1 hereof to any Debenture or to exchange any Debenture
for a new Debenture modified as herein provided shall not affect
any of the rights of the Holder of such Debenture.
4. MISCELLANEOUS
4.1 1934 Act Reporting. For so long as Debentures shall remain
outstanding, State National shall itself, or shall cause
Independent, to fulfill all reporting and filing obligations
under the Securities Exchange Act of 1934, as amended, as
applicable to companies having a class of securities listed under
Section 12(b) or 12(g) thereunder.
4.2 Listing of Debentures. Notwithstanding anything to the
contrary in the Indenture, in connection with the distribution of
the Debentures to the holders of the Preferred Securities issued
by the Trust upon a Dissolution Event, State National shall, or
shall cause Independent to, list such Debentures on The American
Stock Exchange, Inc., another national securities exchange or on
The Nasdaq Stock Market's National Market as the Preferred
Securities are then listed.
4.3 Confirmation. The Indenture, as amended and supplemented by
this Supplement, is in all respects confirmed and preserved.
4.4 Effectiveness. This Supplement shall be effective as of the
Effective Time, being the time of the effectiveness of the
Merger.
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4.5 Recitals. The recitals contained herein shall be taken as
the statements of Independent and State National, and the Trustee
assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of
this Supplement.
4.6 Governing Law. This Supplement shall be governed by and
construed in accordance with laws of the jurisdiction which
govern the Indenture and its construction.
4.7 Counterparts. This Supplement may be executed in any number
of counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same
instrument.
(Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed as of the day and year first above
written.
INDEPENDENT BANKSHARES, INC.
By: /s/XXXXX X. XXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxx
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Title: President and CEO
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STATE NATIONAL BANCSHARES, INC.
By: /s/ XXX X. XXXXXXX
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Name: Xxx X. Xxxxxxx
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Title: Chairman and CEO
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U.S. TRUST COMPANY OF TEXAS, N.A.
By: /s/XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: Vice President
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