Exhibit 4.12
SUPPLEMENTAL INDENTURE
to
FIRST SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of May 22, 1997 (the "Supplemental
Indenture"), to First Supplemental Indenture, dated as of February 4, 1997 (the
"First Supplemental Indenture"), between Mercantile Bancorporation Inc., a
Missouri corporation (the "Company"), and The Chase Manhattan Bank, as trustee
(the "Trustee"), under the Indenture dated as of February 4, 1997 between the
Company and the Trustee (the "Indenture").
WHEREAS, the Company and the Trustee heretofore executed and delivered
the Indenture, as supplemented by the First Supplemental Indenture; and
WHEREAS, pursuant to the Indenture and the First Supplemental
Indenture, the Company issued and the Trustee authenticated and delivered
$154,640,000 aggregate principal amount of the Company's Floating Rate Junior
Subordinated Deferrable Interest Debentures due 2027 (the "Old Subordinated
Debentures"); and
WHEREAS, Section 9.02 of the Indenture provides that with the consent
of the Holders of not less than a majority in aggregate liquidation amount of
the Trust Securities at the time outstanding (the "Requisite Consents"), the
Company, when authorized by a resolution of its Board of Directors, and the
Trustee may enter into an amended or supplemental Indenture; and
WHEREAS, the Company has obtained the Requisite Consents to amend the
First Supplemental Indenture in certain respects; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of the Company;
NOW, THEREFORE, the Company and the Trustee agree as follows for the
equal and ratable benefit of the Holders of the Old Subordinated Debentures:
ARTICLE 1
AMENDMENTS TO CERTAIN PROVISIONS OF THE FIRST SUPPLEMENTAL INDENTURE
SECTION 1.01 Amendment of Certain Sections of the Indenture.
A. Subject to Section 2.01 hereof, the First Supplemental Indenture is
hereby amended by replacing the last sentence in Section 2.1 thereof with the
following:
"The Debentures shall be issued in minimum denominations of
$100,000 and any integral multiple of $1,000 in excess thereof and may be
transferred only in blocks having an aggregate principal amount of not less than
$100,000. Any transfer of the Debentures in a block having an aggregate
principal amount of less than $100,000 shall be deemed to be void and of no
legal effect whatsoever. Any transferee of the Debentures having an aggregate
principal amount of less than $100,000 shall be deemed not to be the holder of
such Debentures for any purpose, including, but not limited to, the receipt of
payments on such Debentures and such transferee shall be deemed to have no
interest whatsoever in such Debentures."
B. Subject to Section 2.01 hereof, the First Supplemental Indenture is
hereby amended by deleting the following proviso and the corresponding end
bracket in the third to the last paragraph in Article VI:
"[IF THIS DEBENTURE IS AN INITIAL DEBENTURE INSERT --]"
ARTICLE 2
MISCELLANEOUS
SECTION 2.01 Effect of Supplemental Indenture. Upon the execution and
delivery of this Supplemental Indenture by the Company and the Trustee, the
First Supplemental Indenture shall be supplemented in accordance herewith, and
this Supplemental Indenture shall form a part of the First Supplemental
Indenture for all purposes, and every Holder of Debt Securities heretofore or
hereafter authenticated and delivered under the Indenture and the First
Supplemental Indenture shall be bound thereby. This Supplemental Indenture is an
indenture supplemental to and in implementation of the Indenture and the First
Supplemental Indenture, and the Indenture, the First Supplemental Indenture and
this Supplemental Indenture shall henceforth be read and construed together.
Except as supplemented hereby, all provisions in the Indenture and the First
Supplemental Indenture shall remain in full force and effect. The Indenture as
supplemented by the First Supplemental Indenture and this Supplemental Indenture
is in all respects confirmed and preserved.
SECTION 2.02 Conflict with Trust Indenture Act. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any provision of
the Trust Indenture Act of 1939, as amended (the "TIA"), that is required under
the TIA to be part of and govern any provision of this Supplemental Indenture,
the provision of the TIA shall control. If any provision of this Supplemental
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the provision of the TIA shall be deemed to apply to the Indenture
as so modified or to be excluded by this Supplemental Indenture, as the case may
be.
SECTION 2.03 Severability. In case any one or more of the provisions
contained in this Supplemental Indenture shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture, but this Supplemental Indenture shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein or
therein.
SECTION 2.04 Terms Defined in the Indenture and the First Supplemental
Indenture. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Indenture and the First Supplemental Indenture.
SECTION 2.05 Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
SECTION 2.06 Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.
SECTION 2.07 Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
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SECTION 2.08 Governing Law. This Supplemental Indenture and each
Debenture shall be deemed to be a contract made under the internal laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State without regard to conflict of laws principles thereof.
SECTION 2.09 Counterpart Originals. This Supplemental Indenture 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.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date and year first above written.
MERCANTILE BANCORPORATION INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Senior Vice
President and Treasurer
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ X. X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Second
Vice President
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