==================================================
CRESTAR FINANCIAL CORPORATION
AND
THE CHASE MANHATTAN BANK, Trustee
______________
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 1, 1998
TO
INDENTURE
Dated as of September 1, 1993
________________
Subordinated Debt Securities
====================================================
FIRST SUPPLEMENTAL INDENTURE, dated as of January 1,
1998 (the "First Supplemental Indenture"), to INDENTURE (the
"Original Indenture"), dated as of September 1, 1993,
between CRESTAR FINANCIAL CORPORATION, a corporation duly
organized and existing under the laws of the Commonwealth of
Virginia (herein called the "Company"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), a
corporation duly organized and existing under the laws of
the State of New York, as Trustee (herein called the
"Trustee").
RECITALS OF THE COMPANY
The Company has heretofore issued pursuant to the
Indenture a series of Notes denominated its 8 3/4%
Subordinated Notes Due 2004.
The Company has duly authorized the creation of an
issue of its 6 1/2% Putable/Callable Subordinated Notes due
January 15, 2018, Putable/Callable January 15, 2008 (herein
called the "Notes") and to provide therefor the Company has
duly authorized the execution and delivery of this First
Supplemental Indenture (the Original Indenture, together
with the First Supplemental Indenture being hereinafter
called the "Indenture").
All things necessary to make the Notes, when executed
by the Company and authenticated and delivered hereunder and
duly issued by the Company, the valid obligations of the
Company, and to make the First Supplemental Indenture a
valid agreement of the Company, in accordance with their and
its terms, have been done.
Under Section 901(6) of the Indenture, the Company,
when authorized by a Board resolution, and the Trustee may,
without the consent of the Holders, enter into one or more
indentures supplemental to the Indenture for the purpose of
establishing the form or terms of Securities of any series
as permitted by Sections 201 and 301 of the Original
Indenture.
The entry into the First Supplemental Indenture by the
parties hereto is in all respects authorized by the
Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:
ARTICLE ONE
Section 101. Construction.
All references herein to Articles and Sections are
references to Articles and Sections of this First
Supplemental Indenture and all references to Articles and
Sections of the Original Indenture specify such Original
Indenture.
ARTICLE TWO
Section 201. Form of the Notes.
The Notes shall be issued in whole in the form of a
Global Security in substantially the form set forth in
Exhibit A, with such appropriate insertions, omissions,
substitutions and other variations as are required or
permitted by this First Supplemental Indenture.
ARTICLE THREE
The Notes
Section 301. Title and Terms.
The aggregate principal amount of the Notes which may
be authenticated and delivered under this First Supplemental
Indenture is limited to $150,000,000, except for Notes
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes pursuant
to Sections 304, 305, 306 or 906 of the Indenture.
The Notes shall be known and designated as the
Company's "6 1/2% Putable/Callable Subordinated Notes due
January 15, 2018, Putable/Callable January 15, 2008." Their
maturity date shall be January 15, 2018 (the "Final Maturity
Date"), and (subject to Article Four) they shall bear
interest at the annual rate of 6 1/2% from January 27, 1998
or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable
semiannually on January 15 and July 15 in each year (each,
an "Interest Payment Date")commencing January 15, 1998 until
the principal thereof is paid or duly provided for.
The interest so payable on any January 15 or July 15
will, subject to certain exceptions provided in the
Indenture, be paid to the Persons in whose name the Notes
are registered on the fifteenth calendar day (whether or not
a Business Day) immediately preceding the related Interest
Payment Date.
The principal of and interest on the Notes shall be
payable at the office or agency of the Company in the City
of Richmond, Virginia or the Borough of Manhattan, The City
of New York, and at any other office or agency maintained by
the Company for such purpose; provided, however, that at the
option of the Company payment of interest may be made by
check mailed to the address of the persons entitled thereto
as such address shall appear in the Security Register.
The Notes shall be issued in denominations of $1,000
and integral multiples thereof. The Notes shall be issued
in whole in the form of a Global Security, and the
Depositary for the Notes shall be The Depository Trust
Company. Crestar Bank shall be appointed to serve as
authenticating agent for the Notes in accordance with the
Authenticating Agency Agreement dated November 16, 1994,
among the Trustee, Crestar Bank and the Company. Crestar
Bank and The Chase Manhattan Bank each shall be appointed to
act as paying agent for the Notes; provided, however, as
long as the Notes are in the form of a Global Security the
Notes shall be paid in accordance with the provisions of the
applicable letter of representations.
The Notes will be subject to mandatory purchase from
the existing Holders on January 15, 2008 through either the
exercise of the Call Option by the Callholder or the Put
Option by the Trustee as provided in Article Four.
The Notes shall be subordinate and junior in right of
payment to Senior Indebtedness as provided in Article
Fifteen of the Indenture.
ARTICLE FOUR
Section 401. Call Option.
(a) Call Option. The Company, or any successor
and assign (in such capacity, the "Callholder"), has the
right to purchase the Notes (the "Notes"), in whole or in
part, but if in part in a principal amount of not less than
$75,000,000 (the "Call Option"), at a price equal to the par
amount thereof (the "Call Price"), on January 15, 2008 (the
"Coupon Reset Date") (as defined below). In the event a
Callholder exercises its rights under its Call Option, (i)
not later than 2:00 p.m., New York time, on the Business Day
prior to the Coupon Reset Date, such Callholder shall
deliver the Call Price in immediately available funds to the
Trustee for payment of the Call Price on the Coupon Reset
Date (interest accrued to but excluding the Coupon Reset
Date will be paid by the Company on such date to Holders on
the most recent Record Date) and (ii) the Holders of the
Notes subject to such Call Option shall be required to
deliver the Notes to such Callholder against payment
therefor on the Coupon Reset Date through the facilities of
DTC, if applicable. No Holder of the Notes or any interest
therein shall have any right or claim against a Callholder
as a result of such Callholder not purchasing the Notes.
(b) Notice. A Callholder must deliver
irrevocable, written notice (the "Call Notice") to the
Trustee of its exercise of its Call Option prior to 4:00
p.m., New York Time, no later than fifteen (15) calendar
days prior to the Coupon Reset Date. In the event that less
than all of the Notes are subject to the exercise of the
Call Options, thereupon the Trustee shall select by lot, or
in any manner it may deem fair, the Notes so to be called.
(c) Termination of Call Option.
(i) If, (A) an Event of Default shall have
occurred and be continuing under Section 501 of the
Original Indenture (in such event, a Callholder may
terminate the Call Option by written notice to the
Trustee) or (B) following the Call Notice, less than
two Dealers (as defined below) have submitted Bids
(as defined below) in a timely manner substantially
as provided below then (a) the related Call Option
shall immediately terminate and (b) no amount
shall be payable as a result of such termination.
(ii) If a Callholder shall fail to deliver
the Call Price by 2:00 p.m., New York time, on the
Business Day prior to the Coupon Reset Date, then (a)
its Call Option shall immediately terminate and (b)
no amount shall be payable as a result of such
termination.
(iii) If a Calculation Agent (as defined
below) determines that a Market Disruption Event (as
defined below) has occurred, then (a) the related
Call Option shall immediately terminate and (b) no
amount shall be payable as a result of such
termination.
(d) Successors and Assigns. A Callholder may at
any time assign its rights and obligations under the Call
Option; provided that (i) it assigns its rights and
obligations in whole and not in part and (ii) it provides
the Trustee with notice of such assignment contemporaneously
with such assignment. Upon receipt of notice of assignment,
the Trustee agrees to treat the assignee or assignees as
Callholder or Callholders for all purposes hereunder.
Subsection (e) hereof shall constitute notice to the Trustee
of the initial assignment of the Call Option. A Callholder
may assign its rights under the Call Option without notice
to, or consent of, the Holders of the Notes.
(e) Assignment of Call Option. Pursuant to the
Underwriting Agreement dated January 22, 1998, between the
Company and UBS Securities LLC, as representative of the
several underwriters named therein, the Company has assigned
its rights and obligations as Callholder to Union Bank Of
Switzerland, London branch with respect to $75,000,000
principal amount of Notes and to Xxxxxx Xxxxxxx & Co.
International Limited with respect to $75,000,000 principal
amount of Notes. References to Call Option shall mean
references to the Call Option held by an individual
Callholder.
Section 402. Put Option.
By its purchase of the Notes, each Holder irrevocably
agrees that, if the Call Option with respect to an
applicable principal amount of the Notes shall terminate as
set forth in Section 401(c)(i), Section 401(c)(ii) or
Section 401(c)(iii) of the Indenture, or the Callholder
shall fail for any reason to pay the Call Price with respect
to such Notes to the Trustee at or prior to the time
required above, the Trustee will be obligated to exercise
the right of the Holders of such Notes to require the
Company to purchase such Notes in whole but not in part, on
the Coupon Reset Date at a price equal to 100% of the
principal amount thereof, plus accrued interest (the "Put
Redemption Price"). If the Trustee exercises the Put Option
with respect to such Notes, then the Company shall deliver
the Put Redemption Price in immediately available funds to
the Trustee by no later than 12:00 noon New York time on the
Coupon Reset Date and the Holders of such Notes will be
required to deliver the Notes to the Company against payment
therefor on the Coupon Reset Date through the facilities of
DTC, if applicable. Such Notes will thereupon be canceled
and no Notes will be issued in lieu of or in exchange
therefor. No Holder of the Notes or any interest therein
has the right to consent or object to the exercise of the
Trustee's duties under the Put Option. The provisions of
this clause may not be amended or waived without the consent
of all of the Holders of the Notes. If the Call Option with
respect to an applicable principal amount of the Notes is
not exercised or the Call Price with respect to such Notes
is not delivered, the Put Option with respect to such Notes
shall be deemed exercised by the Trustee without any
requirement of notice to or consent of the Company or the
Holders.
Section 403. Calculation Agents and Coupon Reset Process.
(a) Appointment of Calculation Agents. The
Company hereby appoints UBS Securities LLC, a limited
liability company organized under the laws of the State of
New York (together with the corporation, if any, into which
UBS Securities LLC may be merged, converted or consolidated
in accordance with clause (j) below, "UBS") the calculation
agent for Notes subject to the Call Option of Union Bank of
Switzerland, London branch and Xxxxxx Xxxxxxx & Co.
International Limited (together with the corporation or
other entity, if any, into which Xxxxxx Xxxxxxx & Co.
International Limited may be merged, converted or
consolidated in accordance with clause (j) below, "Xxxxxx
Xxxxxxx") the calculation agent for Notes subject to its
Call Option (in such capacity as calculation agent, each a
"Calculation Agent"), and each Calculation Agent hereby
accepts such appointment, as the Company's agent for the
purpose of calculating the Coupon Reset Rate (as defined
below) in accordance with the procedures set forth herein;
provided, that such Calculation Agents shall act jointly on
all matters in the event that the Call Options are exercised
for the entire principal amount of the Notes.
(b) Coupon Reset Process. If the Company (or
either of its successors and assigns) as Callholder under
the Call Option, has exercised the Call Option in accordance
with the procedures set forth above, the Company and the
applicable Calculation Agent shall complete the following
steps in order to determine the interest rate (the "Coupon
Reset Rate") to be paid on the applicable principal amount
of the Notes from and including such Coupon Reset Date to
January 15, 2018 (the "Final Maturity Date"). The Company
and the applicable Calculation Agent shall use reasonable
efforts to cause the actions contemplated below to be
completed in as timely a manner as possible.
(i) The Company shall provide the applicable
Calculation Agent with a list (the "Dealer List"), no
later than four Business Days prior to the Coupon Reset
Date, containing the names and addresses of five
dealers, two of which shall be UBS in the event Union
Bank of Switzerland, London branch exercises its Call
Option and Xxxxxx Xxxxxxx in the event it exercises its
Call Option, from which it desires the applicable
Calculation Agent to obtain the Bids (as defined below)
for the purchase of the applicable principal amount of
the Notes.
(ii) Within one Business Day following
receipt by the applicable Calculation Agent of the
Dealer List, the applicable Calculation Agent shall
provide to each dealer ("Dealer") on the Dealer List
(a) a copy of the Prospectus dated January 22, 1998 and
a copy of the Prospectus Supplement dated January 22,
1998 relating to the Notes, (b) a copy of the form of
Notes and (c) a written request that each such Dealer
submit a Bid to the applicable Calculation Agent by
12:00 noon, New York City time (the "Bid Deadline"),
on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). "Bid" shall mean an
irrevocable written offer given by a Dealer for the
purchase settling on the Coupon Reset Date, and shall
be quoted by such Dealer as a stated yield to maturity
on the Notes ("Yield to Maturity"). Each Dealer shall
be provided with (a) the name of the Company, (b) an
estimate of the Purchase Price (which shall be stated
as a US Dollar amount and be calculated by the
applicable Calculation Agent in accordance with clause
(iii) below), (c) the principal amount and maturity of
the Notes and (d) the method by which interest will be
calculated on the Notes.
(iii) The purchase price to be paid by any
Dealer for the Notes (the "Purchase Price") shall be
equal to (a) the principal amount of the Notes plus
(b) a premium (the "Notes Premium") which shall be
equal to the excess, if any, of (x) the discounted
present value to the Coupon Reset Date of a bond with
a maturity of January 15, 2018 which has an interest
rate of 5.558%, semi-annual interest payments on
each January 15 and July 15, commencing July 15, 2008,
on a principal amount of the Notes for which a Call
Option has been exercised, and assuming a discount
rate equal to the Treasury Rate over (y) the principal
amount of the Notes for which a Call Option has been
exercised. "Treasury Rate" means the per annum rate
equal to the offer side yield to maturity of the
current on-the-run ten-year United States Treasury
Security per Telerate page 500 at 11:00 a.m., New
York time on the Bid Date (or such other date that may
be agreed upon by the Company and the applicable
Calculation Agent), or, if such rate does not appear
on Telerate page 500 at such time, the rates on GovPx
End-of-Day Pricing at 3:00 p.m. on the Bid Date.
(iv) Following receipt of the Bids, the
applicable Calculation Agent shall provide written
notice to the Company, setting forth (a) the names of
each of the Dealers from whom such Calculation Agent
received Bids on the Bid Date, (b) the Bid submitted by
each such Dealer and the Purchase Price as determined
pursuant to paragraph (iii) hereof. Except as provided
below, the applicable Calculation Agent shall thereafter
select from the five Bids received the Bid with the
lowest Yield to Maturity (the "Selected Bid") and
establish the Coupon Reset Rate equal to the interest
rate which would amortize the Notes Premium fully over
the term of the Notes at the Yield to Maturity
indicated by the Selected Bid, provided, however, that
if the applicable Calculation Agent has not received a
Bid from a Dealer by the Bid Deadline, the Selected
Bid shall be the lowest of all Bids received by such
time and provided, further that if any two or more of
the lowest Bids submitted are equivalent, the Company
shall in its sole discretion select any of such
equivalent Bids (and such selected Bid shall be the
Selected Bid).
(v) Immediately after calculating the Coupon
Reset Rate, the applicable Calculation Agent shall
provide written notice to the Company and the Trustee,
setting forth such Coupon Reset Rate. The Company shall
thereafter establish the Coupon Reset Rate as the new
interest rate on the Notes, effective from and including
January 15, 2008, by delivery to the Trustee on or
before the Coupon Reset Date of an Officers'
Certificate.
(vi) The applicable Callholder shall sell
the Notes to the Dealer that made the Selected Bid at
the Purchase Price, such sale to be settled on the
Coupon Reset Date in immediately available funds.
(c) Termination of Call Option. If a Calculation
Agent determines, following the exercise of its Call Option,
that (i) a Market Disruption Event (as defined below) has
occurred or (ii) two or more of the Dealers have failed to
provide Bids in a timely manner substantially as provided
above, such Call Option will be automatically revoked, and
the Trustee will exercise the Put Option on behalf of the
Holders of the applicable principal amount of the Notes.
"Market Disruption Event" shall mean any of the following:
(i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange or the
establishment of minimum prices on such exchange; (ii) a
general moratorium on commercial banking activities declared
by either federal or New York State authorities; (iii) any
material adverse change in the existing financial, political
or economic conditions in the United States of America; (iv)
an outbreak or escalation of major hostilities involving the
United States of America or the declaration of a national
emergency or war by the United States of America; or (v) any
material disruption of the U.S. government securities
market, U.S. corporate bond market, or U.S. federal wire
system.
(d) Rights and Liabilities of Calculation Agent.
Each Calculation Agent shall incur no liability for, or in
respect of, any action taken, omitted to be taken or
suffered by it in reliance upon any certificate, affidavit,
instruction, notice, request, direction, order, statement or
other paper, document or communication reasonably believed
by it to be genuine. Any order, certificate, affidavit,
instruction, notice, request, direction, statement or other
communication from the Company made or given by it and sent,
delivered or directed to each Calculation Agent under,
pursuant to, or as permitted by, any provision of the
Indenture shall be sufficient for purposes of the Indenture
if such communication is in writing and signed by any
officer or attorney-in-fact of the Company. Each
Calculation Agent may consult with counsel satisfactory to
it and the advice of such counsel shall constitute full and
complete authorization and protection of such Calculation
Agent with respect to any action taken, omitted to be taken
or suffered by it hereunder in good faith and in accordance
with and in reliance upon the advice of such counsel.
(e) Right of Calculation Agents to Own Notes,
etc. Each Calculation Agent and its officers, employees and
shareholders, may become owners of, or acquire any interests
in, Notes, with the same rights as if such Calculation Agent
were not the Calculation Agent hereunder. Each Calculation
Agent may engage in, or have an interest in, any financial
or other transaction with the Company or any of its
affiliates as if the Calculation Agents were not the
Calculation Agents hereunder.
(f) Duties of Calculation Agent. In acting under
the Indenture in connection with the Notes, each Calculation
Agent shall be obligated only to perform such duties as are
specifically set forth herein and no other duties or
obligations on the part of each Calculation Agent, in its
capacity as such, shall be implied by the Indenture. In
acting under the Indenture, each Calculation Agent (in its
capacity as such) assumes no obligation towards, or any
relationship of agency or trust for or with, the holders of
the Notes.
(g) Termination, Resignation or Removal of
Calculation Agents. The Company may at any time appoint new
Calculation Agents other than the incumbent Calculation
Agents if Reasonable Cause exists at such time by giving
written notice to the incumbent Calculation Agents and
specifying the date when the termination shall become
effective. "Reasonable Care" shall mean the failure or
inability of the incumbent Calculation Agent to perform any
obligations they may have hereunder for any reason. A
Calculation Agent may resign at any time as Calculation
Agent, such resignation to be effective ten Business Days
after the delivery to the Company and the Trustee of notice
of such resignation. In such case, the Company may appoint
a successor Calculation Agent.
(h) Appointment of Successor Calculation Agents.
Any successor Calculation Agent appointed by the Company
pursuant to the provisions of the foregoing clause (g) shall
execute and deliver to the incumbent Calculation Agent and
to the Company an instrument accepting such appointment and
thereupon such successor Calculation Agent shall, without
any further act or instrument, become vested with all the
rights, immunities, duties and obligations of such incumbent
Calculation Agent, with like effect as if originally named
as the initial Calculation Agent hereunder, and such
incumbent Calculation Agent shall thereupon be obligated to
transfer and deliver, and such successor Calculation Agent
shall be entitled to receive and accept, copies of any
available records maintained by such incumbent Calculation
Agent in connection with the performance of its obligations
hereunder, and such incumbent Calculation Agent shall
thereupon be obligated to transfer and deliver, and such
successor Calculation Agent shall be entitled to receive and
accept, copies of any available records maintained by such
incumbent Calculation Agent in connection with the
performance of its obligations hereunder.
(i) Indemnification. The Company shall indemnify
and hold harmless UBS, Xxxxxx Xxxxxxx or any successor
Calculation Agents, and their respective officers and
employees from and against all actions, claims, damages,
liabilities, losses and reasonable expenses (including
reasonable legal fees and reasonable expenses) relating to
or arising out of actions or omissions in any capacity
hereunder, except actions, claims, damages, liabilities,
losses and expenses caused by the bad faith, gross
negligence or wilful misconduct of UBS, Xxxxxx Xxxxxxx or
any successor Calculation Agents, or their respective
officers or employees. This clause (i) shall survive the
termination of the Indenture and the payment in full of all
obligations under the Notes, whether by redemption,
repayment or otherwise.
(j) Merger, Consolidation or Sale of Business by
Calculation Agents. Any corporation or other entity into
which either Calculation Agent may be merged, converted or
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Calculation Agent
may be a party, or any corporation to which such Calculation
Agent may sell or otherwise transfer all or substantially
all of its business, shall, to the extent permitted by
applicable law, become the Calculation Agent under the
Indenture without the execution of any document or any
further act by the parties hereto.
Section 404. Provisions Respecting the Calculation Agents.
Sections 403(d) through (j) of this First Supplemental
Indenture are solely for the benefit of the Company and the
Calculation Agents and neither the Trustee nor the holders
of the Notes shall have any rights or duties with respect
thereto. In furtherance of the foregoing, any violation of
any of Sections 403(d) through (j) shall not constitute an
Event of Default or an event which, with the giving of
notice or the passage of time or both, would constitute an
Event of Default or give rise to any right or obligation on
the part of the Trustee to enforce compliance therewith, and
in no case shall the Trustee be deemed to have assumed any
obligation towards, or any relationship or agency or trust
for or with, the Calculation Agents.
ARTICLE FIVE
Section 501. Effect of First Supplemental Indenture.
The Original Indenture, as supplemented and amended by
this First Supplemental Indenture, is in all respects
ratified and confirmed, and the Original Indenture and the
First Supplemental Indenture shall be read, taken and
construed as one and the same instrument. Upon the
execution of this First Supplemental Indenture, the Original
Indenture shall be, and be deemed to be, modified and
amended in accordance herewith and the respective rights,
limitation of rights, obligations, duties and immunities
under the Original Indenture of the Trustee, the Company and
the Holders of all Notes shall thereafter be determined,
exercised and enforced under the Original Indenture subject
in all respects to such modifications and amendments, and
all the terms and conditions of this First Supplemental
Indenture shall be, and be deemed to be, part of the terms
and conditions of the Original Indenture for any and all
purposes; provided, however, that nothing contained in this
First Supplemental Indenture shall affect or apply to any
series of Securities outstanding prior to the date hereof
(including Securities authenticated and delivered upon
registration or transfer of such outstanding Securities, or
in exchange therefor, or in lieu thereof).
Section 502. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts
with the duties imposed by any of Sections 310 through 317,
inclusive, of the Trust Indenture Act through the operation
of Section 318(c) thereof, such imposed duties shall
control.
Section 503. Successors and Assigns.
All covenants and agreements in this First Supplemental
Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
Section 504. Separability Clause.
In case any provision in this First Supplemental
Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.
Section 505. Benefits of Supplemental Indenture.
Nothing in this First Supplemental Indenture, expressed
or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders of
Notes, any benefit or any legal or equitable right, remedy
or claim under this First Supplemental Indenture.
Section 506. Definitions.
All terms used and not defined herein shall have the
respective meanings assigned to them in the Original
Indenture.
Section 507. Counterparts.
This First Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed
shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
Section 508. Trustee Not Responsible for Recitals.
The Trustee has executed this First Supplemental
Indenture only upon the terms and conditions set forth in
the Original Indenture. Without limiting the generality of
the foregoing, the Trustee shall not be responsible for the
correctness of the recitals herein contained which shall be
taken to be statements of the Company, and the Trustee makes
no representation and shall have no responsibility for, and
in respect of, the validity or sufficiency of this First
Supplemental Indenture or the execution hereof by the
Company.
Section 509. Governing Law.
This First Supplemental Indenture and the Notes shall
be governed by and construed in accordance with the laws of
the Commonwealth of Virginia, provided that the rights,
duties, standard of care and immunities of the Trustee in
connection with the administration of its duties hereunder
shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.
[SEAL] CRESTAR FINANCIAL
CORPORATION
BY: /s/Xxxxx X. Xxxxx, III
Its: President
Attest:
/s/Xxxxx X. Xxxxxx
Its Senior Vice President,
Deputy General Counsel
and Assistant Vice President
[SEAL] THE CHASE MANHATTAN BANK, as
Trustee
BY: /s/Xxxx X. Xxxxxxx
Its Vice President
Attest:
/s/X. X'Xxxxx
Its Senior Trust Officer
EXHIBIT A
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY (AS DEFINED
BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR
SUCH OTHER NAME, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
CRESTAR FINANCIAL CORPORATION
6 1/2% Putable/Callable Subordinated Note Due January 15,
2018, Putable/Callable January 15, 2008
CUSIP No.: 226 091 AF3
No. 1 $150,000,000
CRESTAR FINANCIAL CORPORATION, a corporation duly
organized and existing under the laws of the Commonwealth of
Virginia (the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $150,000,000 (ONE
HUNDRED AND FIFTY MILLION DOLLARS) at the office or agency
of the Company in the Borough of Manhattan, the City and
State of New York or the City of Richmond, Virginia on
January 15, 2018 in such coin or currency of the United
States of America as at the time shall be legal tender for
the payment of public and private debts, and to pay interest
semi-annually on January 15 and July 15 of each year (each
an "Interest Payment Date") on said principal sum,
commencing July 15, 1998, at the rate of 6 1/2% per annum
and at such other rate, effective from and including January
15, 2008, as shall be determined pursuant to the Coupon
Reset Process referred to below, at said offices or
agencies, in like coin or currency, from January 27, 1998,
or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, until payment
of such principal sum has been made or duly provided for.
Payment of interest may be made at the option of the Company
by check mailed to the address of the person entitled
thereto as such address shall appear on the Security
Register. The interest so payable on any Interest Payment
Date will, subject to certain exceptions provided in the
Indenture, be paid to the person in whose name this Note is
registered at the close of business on the December 31 or
June 30, as the case may be, next preceding such Interest
Payment Date, whether or not such day is a Business Day (as
defined herein). Reference is made to the further
provisions of this Note set forth in the Indenture referred
to on the reverse hereof, including those describing the
Call Option, the Put Option and the Coupon Reset Process.
Such further provisions and the additional provisions set
forth on the reverse hereof shall for all purposes have the
same effect as though fully set forth at this place. This
Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have
been manually signed by the Trustee under the Indenture
referred to on the reverse hereof.
IN WITNESS WHEREOF, CRESTAR FINANCIAL CORPORATION has
caused this instrument to be signed manually or by facsimile
by its duly authorized officers and has caused a facsimile
of its corporate seal to be affixed hereunto or imprinted
hereon.
Dated: January 27, 1998
CRESTAR FINANCIAL
CORPORATION
By:_______________________
Authorized Officer
ATTEST:
____________________________
Secretary
[SEAL]
CERTIFICATION OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:______________________
Authorized Officer
This Note is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness
of the Company (hereinafter called the "Securities") of the
series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of September 1,
1993, as supplemented by the First Supplemental Indenture
dated as of January 1, 1998 (the "Indenture"), duly executed
and delivered by the Company to The Chase Manhattan Bank,
formerly known as Chemical Bank, as Trustee (herein called
the "Trustee"). Reference is hereby made to such Indenture
for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which
different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any) and
may otherwise vary as in the Indenture provided. This Note
is one of a series designated as the "6 1/2%
Putable/Callable Subordinated Notes Due January 15, 2018,
Putable/Callable January 15, 2008" (the "Notes"), limited in
aggregate principal amount to $150,000,000. Subject to the
Call Option and the Put Option provided for in the
Indenture, the Notes are not redeemable prior to maturity.
The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the
Trust Indenture Act as in effect from time to time. The
Notes are subject to all such terms and holders are referred
to the Indenture and the Trust Indenture Act for a statement
of those terms.
The payment of principal of and interest on this Note
is expressly subordinated and subject in right of payment,
as provided in the Indenture, to the prior payment of any
and all Senior Indebtedness of the Company, as defined in
the Indenture. This Note is issued subject to such
provisions, and each holder of this Note, by accepting the
same, agrees, expressly for the benefit of the present and
future holders of Senior Indebtedness, whether now or
hereafter outstanding, to and shall be bound by such
provisions.
If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy, insolvency or
reorganization of the Company) shall occur and be
continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than
a majority in aggregate principal amount of the Securities
at the time Outstanding, as defined in the Indenture, of
each series to be affected, provided, however, that no such
supplemental indenture shall change the Stated Maturity of
any Security, or reduce the principal amount thereof, or
reduce the rate or change the time of payment of interest
thereon, or make the principal thereof or interest thereon
payable in any coin or currency other than that hereinbefore
provided, or change the place of payment thereof, or impair
or affect the right of any Holder of a Security to institute
suit for payment thereof, or reduce the aforesaid percentage
of Securities, the consent of the Holders of which is
required for any such supplemental indenture, without the
consent of the Holder of each Outstanding Security affected
thereby. It is also provided in the Indenture that the
Holders of not less than a majority in aggregate principal
amount of the Notes at the time Outstanding may on behalf of
the Holders of all of the Notes waive compliance by the
Company with certain provisions of the Indenture and any
past default under the Indenture with respect to the Notes
and its consequences, except a default in the payment of the
principal of or interest on any of the Notes or a default
with respect to any provision of the Indenture that cannot
be modified or amended without the consent of the Holder of
each Outstanding Note.
Subject to the rights of the Holders of Senior
Indebtedness of the Company set forth in this Note and as
provided in the Indenture, no reference herein to the
Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rates, and in
the coin or currency as herein prescribed.
The Notes are issuable in registered form without
coupons and will be sold in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. Upon due
presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan,
the City and State of New York or the City of Richmond,
Virginia, or any other location as may be provided for
pursuant to the Indenture, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will
be issued to the transferee in exchange herefor, subject to
the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in
connection therewith.
This Note may be exchanged for certificated securities
registered in the names of the various beneficial owners
hereof only if (a) the Depositary is at any time unwilling
or unable to continue as Depositary or is ineligible to act
as Depositary under the Indenture and a successor Depositary
is not appointed by the Company within 90 days, or (b) the
Company elects to issue certificated securities to all
beneficial owners (as certified to the Company by the
Depositary or a successor Depositary) of the Notes.
The Company, the Trustee and any agent of the Company
or the Trustee may treat the person in whose name this Note
is registered as the owner of this Note, for the purpose of
receiving payment of or on account of the principal hereof
and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, whether or not this Note
shall be overdue and neither the Company nor the Trustee nor
any agent of the Company or the Trustee shall be affected by
notice to the contrary.
This Note shall be deemed to be a contract made under
the laws of the Commonwealth of Virginia and for all
purposes shall be governed by and construed in accordance
with the laws of said Commonwealth, provided, however, that
the rights, duties, immunities and standard of care of the
Trustee under the Indenture shall be governed by the laws of
the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Note, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM--as tenants in common UNIT GIFT MIN ACT--
.....Custodian.....
TEN ENT--as tenants by the (Cus) (Minor)
entireties Under Uniform Gifts to
JT TEN-- as joint tenants with Minors Act...............
rights of survivor- (State)
ship and not as Tenants
in Common
Additional abbreviations may also be used though not in the
above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers
unto______________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE____________________________________________________
____________________________________________________________
(Please print or typewrite name and address of assignee)
the within Note and does hereby irrevocably constitute and
appoint _______________ (Attorney) to transfer the said Note
in the Security Register of the Company, with full power of
substitution in the premises.
Dated: _________________ _________________________
NOTICE: The signature to
this assignment must
correspond with the name
as written upon the
face of this Note in
every particular without
alteration or
enlargement or any
change whatever.
________________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed by a
commercial bank or trust company
or by a member firm of the New
York Stock Exchange or another
national securities exchange.
Notarized or witnessed signatures
are not acceptable.
