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EXHIBIT 4.4
FIRST SUPPLEMENTAL INDENTURE
between
UNION PLANTERS CORPORATION, as Issuer,
and
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
Dated as of December 12, 1996
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS.......................................................................................................2
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES....................................................................3
ARTICLE III
REDEMPTION OF THE DEBENTURES......................................................................................8
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD.............................................................................10
ARTICLE V
EXPENSES AND GUARANTEE...........................................................................................11
ARTICLE VI
FORM OF DEBENTURE................................................................................................12
ARTICLE VII
MISCELLANEOUS....................................................................................................21
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FIRST SUPPLEMENTAL INDENTURE, dated as of December 12, 1996 (the "First
Supplemental Indenture"), between Union Planters Corporation, a Tennessee
corporation (the "Company") and The First National Bank of Chicago, as trustee
(the "Trustee"), under the Indenture dated as of December 12, 1996 between the
Company and the Trustee (the "Indenture").
WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide for the issuance of the Company's unsecured junior subordinated debt
securities to be issued from time to time in one or more series as might be
determined by the Company under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided in the
Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a series of its Debt Securities to be known as
8.20% Junior Subordinated Deferrable Interest Debentures due 2026 (the "Initial
Debentures"), and to provide for, if and when issued in exchange for the
Initial Debentures pursuant to the Indenture and the Registration Agreement, a
series of its Debt Securities to be known as 8.20% Junior Subordinated
Deferrable Interest Debentures due 2026 (the "Exchange Debentures" and together
with the Initial Debentures, the "Debentures"), the form and substance of each
such series of Debentures and the terms, provisions and conditions thereof to
be set forth as provided in the Indenture and this First Supplemental
Indenture;
WHEREAS, Union Planters Capital Trust A, a Delaware statutory business
trust (the "Trust"), has offered for sale pursuant to an exemption from the
registration requirements of the Securities Act of 1933, $200,000,000 aggregate
liquidation amount of 8.20% Capital Trust Pass-through Securities (the "Initial
Capital Securities"), representing undivided beneficial interests in the assets
of the Trust and proposes to invest the proceeds from such offering, together
with the proceeds of the issuance and sale by the Trust to the Company of its
common securities, in $206,186,000 aggregate principal amount of the
Debentures;
WHEREAS, the Trust may offer and issue 8.20% Capital Trust Pass-through
Securities (the "Exchange Capital Securities") in exchange for the Initial
Capital Securities; and
WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture; all requirements necessary to make this
First Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company, have been
performed; and the execution and delivery of this First Supplemental Indenture
has been duly authorized in all respects;
NOW THEREFORE, in consideration of the purchase and acceptance of the
Initial Debentures by the holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of each series of
Debentures and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:
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ARTICLE I
DEFINITIONS
SECTION 1.1
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when used in this
First Supplemental Indenture;
(b) a term defined anywhere in this First Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article of this
First Supplemental Indenture;
(e) headings are for convenience of reference only and do not affect
interpretation;
(f) the following terms have the meanings given to them in the
Declaration: (i) Business Day; (ii) Capital Security Certificate; (iii)
Clearing Agency; (iv) Delaware Trustee; (v) Depositary; (vi) Distribution;
(vii) Institutional Trustee; (viii) Purchase Agreement; (ix) Redemption Tax
Opinion; (x) Regular Trustees; (xi) Securities; and (xii) Tax Event;
(g) the following terms have the meanings given to them in this Section
1.1(g):
"Additional Interest" shall have the meaning set forth in Section 2.5(c).
"Call Price" shall have the meaning set forth in Section 3.2.
"Compounded Interest" shall have the meaning set forth in Section 4.1.
"Declaration" means the Amended and Restated Declaration of Trust of the
Trust, dated as of December 12, 1996.
"Deferred Interest" shall have the meaning set forth in Section 4.1.
"Dissolution Event" means that, subject to the receipt by the Company of
prior approval from the Board of Governors of the Federal Reserve System (the
"Federal Reserve") if then required under applicable capital guidelines or
policies of the Federal Reserve, the Trust is to be dissolved in accordance
with the Declaration, and the Debentures held by the Institutional Trustee are
to be distributed to the holders of the Trust Securities issued by the Trust
pro rata in accordance with the Declaration.
"Extension Period" shall have the meaning set forth in Section 4.1.
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"Global Debenture" shall have the meaning set forth in Section 2.4(a)(i).
"interest" shall include all interest payable on a series of Debentures
including any Additional Interest, Compounded Interest and Special Interest, if
applicable.
"Maturity Date" means December 15, 2026.
"Non Book-Entry Capital Securities" shall have the meaning set forth in
Section 2.4(a)(ii).
"Record Date" shall have the meaning set forth in the Debentures.
"Registration Agreement" means the Registration Agreement, dated December
5, 1996, relating to the Debentures and the other securities described therein
among the Company, the Trust and the initial purchasers named therein.
"Registered Exchange Offer" has the meaning set forth in the Registration
Agreement.
"Special Interest" has the meaning set forth in Section 2.5(e)(iv).
"Tax Contingency" has the meaning set forth in Section 2.5(e)(ii).
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES
SECTION 2.1
The Initial Debentures and the Exchange Debentures are hereby authorized
as two series of Debt Securities. The aggregate principal amount of Debentures
outstanding at any time shall not exceed $206,186,000. Upon receipt of a
written order of the Company for the authentication and delivery of a series of
Debentures and satisfaction of the requirements of Section 2.04 of the
Indenture, the Trustee shall authenticate (a) Initial Debentures for original
issuance in an aggregate principal amount not to exceed $206,186,000 (except as
set forth in Section 2.03(2) of the Indenture) or (b) Exchange Debentures for
issuance pursuant to a Registered Exchange Offer for Initial Debentures in a
principal amount equal to the principal amount of Initial Debentures exchanged
in such Registered Exchange Offer.
The Initial Debentures shall be issued pursuant to an exemption from
registration under the Securities Act and the Restricted Securities Legend
shall appear thereon, unless otherwise determined by the Company in accordance
with applicable law. The Initial Debentures may not be transferred except in
compliance with the Restricted Securities Legend set forth in Section 2.07 of
the Indenture, unless otherwise determined by the Company in accordance with
applicable law.
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SECTION 2.2
At the Maturity Date, the Debentures shall mature and the principal
thereof shall be due and payable together with all accrued and unpaid interest
thereon including Compounded Interest, Additional Interest and Special Interest
thereon, if any.
SECTION 2.3
Except as provided in Section 2.4, Debentures of a series shall be issued
in fully registered certificated form without interest coupons. Principal and
interest on Debentures of a series issued in certificated form will be payable,
the transfer of such Debentures will be registrable and such Debentures will be
exchangeable for Debentures of such series bearing identical terms and
provisions at the office or agency of the Company in the Borough of Manhattan,
The City of New York, which office or agency shall initially be the corporate
trust office of the Trustee; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the holder of any
Debenture at such address as shall appear in the Debt Security Register for
such series of Debentures or by wire transfer to an account appropriately
designated by such holder. Notwithstanding the foregoing, so long as the holder
of any Debentures of a series is the Institutional Trustee, the payment of the
principal of (and premium, if any) and interest (including Compounded Interest,
Additional Interest and Special Interest, if any) on the Debentures held by the
Institutional Trustee will be made at such place and to such account as may be
designated by the Institutional Trustee.
SECTION 2.4
(a) In connection with a Dissolution Event,
(i) except as provided in clause (ii) of this sentence, Debentures
of a series in certificated form may be presented to the Trustee by the
Institutional Trustee in exchange for a Global Security for such series
in an aggregate principal amount equal to the aggregate principal amount
of all outstanding Debentures of such series (a "Global Debenture"), to
be registered in the name of The Depository Trust Company, New York, New
York, or its nominee (hereby designated to be the Depositary for
Debentures of such series), and delivered by the Trustee to the
Depositary or its custodian for crediting to the accounts of the
Depositary's participants pursuant to the instructions of the Regular
Trustees of the Trust, which instructions shall be provided in accordance
with the terms of the Declaration; the Company upon any such presentation
shall execute a Global Debenture for such series in such aggregate
principal amount and deliver the same to the Trustee for authentication
and delivery in accordance with the Indenture and this First Supplemental
Indenture; payments on the Debentures of a series issued as a Global
Debenture will be made to the Depositary;
(ii) if any Capital Securities of a series are not held by the
Clearing Agency or its nominee ("Non Book-Entry Capital Securities"), the
Debentures in certificated form of the series held by the Trust
corresponding to such Capital Securities of such series may be presented
to the Trustee by the Institutional Trustee and any Capital
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Security Certificate which represents such Non Book-Entry Capital
Securities will be deemed to represent beneficial interests in Debentures
so presented to the Trustee by the Institutional Trustee having an
aggregate principal amount equal to the aggregate liquidation amount of
such Non Book-Entry Capital Securities until such Capital Security
Certificates are presented to the Debt Security registrar for transfer or
reissuance at which time such Capital Security Certificates will be
canceled and a Debenture of the series previously held by the Trust
registered in the name of the holder of the Capital Security Certificate
or the transferee of the holder of such Capital Security Certificate, as
the case may be, with an aggregate principal amount equal to the
aggregate liquidation amount of the Capital Security Certificate
canceled, will be executed by the Company and delivered to the Trustee
for authentication and delivery in accordance with the Indenture and this
First Supplemental Indenture; upon issue of such Debentures of such
series, Debentures of such series with an equivalent aggregate principal
amount that were presented by such Institutional Trustee to the Trustee
will be deemed to have been canceled; and
(iii) prior to the distribution of Debentures of a series held by
the Institutional Trustee to the holders of Securities of the Trust, the
Company and the Trustee shall enter into a supplemental indenture
pursuant to Article IX of the Indenture to provide for transfer
procedures and restrictions with respect to such Debentures of such
series substantially similar to those contained in the Declaration with
respect to Capital Securities of the corresponding series to the extent
applicable in the circumstances existing at the time of distribution of
Debentures of such series in connection with a Dissolution Event for
purposes of assuring that no registration of Debentures of such series is
required under the Securities Act of 1933, as amended.
(b) A Global Debenture may be transferred, in whole but not in part, only
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of
such successor Depositary.
(c) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
shall no longer be registered or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, and a
successor Depositary is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such condition, as the case
may be, the Company will execute, and, subject to Article II of the Indenture,
the Trustee, upon written notice from the Company, will authenticate and make
available for delivery, Debentures of each series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Debenture of such series in
exchange for such Global Debenture. In addition, the Company may at any time
determine that the Debentures of a series shall no longer be represented by a
Global Debenture. In such event the Company will execute, and subject to
Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate and
deliver Debentures of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Debenture of such series in
exchange for such Global Debenture. A Global Debenture shall also
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be exchangeable for Debentures in definitive form upon the occurrence of an
Event of Default. Upon the exchange of a Global Debenture for Debentures in
definitive registered form without coupons, in authorized denominations, such
Global Debenture shall be canceled by the Trustee. Such Debentures in
definitive registered form issued in exchange for such Global Debenture shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Debentures to the Depositary for delivery to the Persons in whose names such
Debentures are so registered.
SECTION 2.5
(a) The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period shorter than
a full semiannual period for which interest is computed, will be computed on
the basis of the actual number of days elapsed in such a period (assuming each
full month elapsed in such period consists of 30 days). In the event that any
date on which interest is payable on the Debentures of a series is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.
(b) The indebtedness evidenced by all Debentures of a series is
subordinate and junior in right of payment to the prior payment in full of all
present and future Senior Indebtedness and pari passu in right of payment with
all Debentures of each other series.
(c) If, at any time while the holder of any Debentures of a series is the
Institutional Trustee, the Trust is required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing authority, then, in
any such case, the Company shall pay as additional interest ("Additional
Interest") on the Debentures held by the Institutional Trustee, such additional
amounts as shall be required so that the net amounts received and retained by
the Trust after paying such taxes, duties, assessments or other governmental
charges will be equal to the amounts the Trust and the Institutional Trustee
would have received had no such taxes, duties, assessments or other
governmental charges been imposed.
(d) If an Initial Debenture is exchanged in a Registered Exchange Offer
prior to the Record Date for the first Interest Payment Date following such
exchange, accrued and unpaid interest, if any, on such Initial Debenture, up to
but not including the date of issuance of the Exchange Debenture or Exchange
Debentures issued in exchange for such Initial Debenture, shall be paid on the
first Interest Payment Date for such Exchange Debenture or Exchange Debentures
to the Securityholder or Securityholders of such Exchange Debenture or Exchange
Debentures on the first Record Date with respect to such Exchange Debenture or
Exchange Debentures. If an Initial Debenture is exchanged in a Registered
Exchange Offer subsequent to the Record Date for the first Interest Payment
Date following such exchange but on or prior to
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such Interest Payment Date, then any such accrued and unpaid interest with
respect to such Initial Debenture and any accrued and unpaid interest on the
Exchange Debenture or Exchange Debentures issued in exchange for such Initial
Debenture, through the day before such Interest Payment Date, shall be paid on
such Interest Payment Date to the Securityholder of such Initial Debenture on
such Record Date.
(e) The following terms relate to Special Interest:
(i) Except as described in paragraph (ii), in the event that either
(A) the Exchange Offer Registration Statement (as such term is defined in
the Registration Agreement) is not filed with the Securities and Exchange
Commission (the "Commission") on or prior to the 150th day following the
Closing Date (as such term is defined in the Registration Agreement), (B)
the Exchange Offer Registration Statement is not declared effective by
the Commission on or prior to the 180th day following the Closing Date or
(C) the Exchange Offer (as such term is defined in the Registration
Agreement) is not consummated or a Shelf Registration Statement (as such
term is defined in the Registration Agreement) is not declared effective
by the Commission on or prior to the 210th day following the Closing
Date, interest shall accrue on Initial Debentures (in addition to the
stated interest on Initial Debentures) from and including the next day
following each of (1) such 150-day period in the case of clause (A)
above, (2) such 180-day period in the case of clause (B) above and (3)
such 210-day period in the case of clause (C) above. In each case, such
additional interest shall accrue at a rate per annum equal to 0.25% of
the principal amount of the Initial Debentures (determined daily). The
aggregate amount of additional interest payable pursuant to the above
provisions will in no event exceed 0.50 % per annum of the principal
amount of the Initial Debentures (determined daily). Upon (X) the filing
of the Exchange Offer Registration Statement or the occurrrence of a Tax
Contingency (as defined below), if applicable, after the 150-day period
described in clause (A) above, (Y) the effectiveness of the Exchange
Offer Registration Statement (or the filing of a Shelf Registration
Statement, in the event of a Tax Contingency, if applicable) after the
180-day period described in clause (B) above or (Z) the consummation of
the Exchange Offer or the effectiveness of a Shelf Registration
Statement, as the case may be, after the 210-day period described in
clause (C) above (or the effectiveness of a Shelf Registration Statement
after the 240-day period spcified below, in the event of a Tax
Contingency, if applicable), the additional interest payable on the
Initial Debentures, with respect to such clause (A), (B) or (C), as the
case may be, from the date of such filing, effectiveness or consummation,
as the case may be, shall cease to accrue.
(ii) In the event that on or after the 150th day following the
Closing Date the Company shall determine in good faith that there is a
reasonable likelihood that, or a material uncertainty as to whether,
consummation of the Exchange Offer would result in an adverse tax
consequence to the Company (a "Tax Contingency"), the Company and the
Trust may, at the Company's option and cost, in lieu of the commencement
of the Exchange Offer, file and cause to be declared effective a Shelf
Registration Statement covering resales of the Initial Debentures and use
their best efforts to keep effective the Shelf Registration Statement
until three years after its effective date. To the extent that
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such a Tax Contingency exists on the 150th day following the Closing
Date, then clauses (A) and (1) of paragraph (i) shall not apply. To the
extent that such a Tax Contingency exists and the Company has filed a
Shelf Registration Statement covering resales of the Initial Debentures
by the 180th day following the Closing Date, then clauses (B) and (2) of
paragraph (i) shall not apply, and to the extent a Tax Contingency exists
on the 210th day following the Closing Date, the period specified in
clauses (C) and (3) of paragraph (i) will be 240 days.
(iii) In the event that a Shelf Registration Statement is declared
effective pursuant to the terms of the Registration Agreement, if the
Company or the Trust fails to keep such Shelf Registration Statement
continuously effective for the period required by the Registration
Agreement, then from the next day following such time as the Shelf
Registration Statement is no longer effective until the earlier of (A)
the date that the Shelf Registration Statement is again deemed effective,
(B) the date that is the third anniversary of the effective date (or, in
the case of a Shelf Registration Statement filed at the request of an
Initial Purchaser (as such term is defined in the Registration
Agreement), the first anniversary of the effective date) or (C) the date
as of which all of the Initial Debentures are sold pursuant to the Shelf
Registration Statement, interest shall accrue on the Initial Debentures
(in addition to the stated interest on the Initial Debentures) at a rate
per annum equal to 0.25% of the principal amount of the Initial
Debentures (determined daily).
(iv) Any additional interest that accrues with respect to the
Initial Debentures as provided in this paragraph is referred to as
"Special Interest." For all purposes of the Indenture, this Supplemental
Indenture and the Initial Debentures, Special Interest shall be treated
as interest and shall be payable on the same Interest Payment Dates and
to the Securityholders of record on the same record dates as would be the
case for stated interest.
SECTION 2.6
If at any time the holder of all Debentures of a series ceases to be the
Institutional Trustee and, at such time, the Capital Securities issued by the
Trust are rated by at least one nationally recognized statistical rating
agency, then the Company shall use its best efforts to obtain from at least one
nationally recognized statistical rating agency a rating for the Debentures of
such series.
ARTICLE III
REDEMPTION OF THE DEBENTURES
SECTION 3.1
If a Tax Event with respect to the Trust has occurred and is continuing
and the Company has received a Redemption Tax Opinion then, subject to the
receipt by the Company of prior approval by the Federal Reserve if then
required under applicable capital guidelines or policies of the Federal
Reserve, the Company shall have the right upon not less than 30 days nor
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more than 60 days' notice to redeem the Debentures held by the Institutional
Trustee, in whole or in part, for cash within 90 days following the occurrence
of the Tax Event (the "90 Day Period") at a redemption price equal to 100% of
the principal amount to be redeemed plus any accrued and unpaid interest
thereon to the date of such redemption (the "Tax Event Redemption Price"),
provided that if (i) there is available to the Company or the Trust the
opportunity to eliminate, within the 90 Day Period, the adverse effects of such
Tax Event by taking some ministerial action ("Ministerial Action"), such as
filing a form or making an election, or pursuing some other similar reasonable
measure which has no adverse effect on the Company, the Trust or the holders of
the Securities and (ii) such notice has not been given, the Company or the
Trust shall pursue such Ministerial Action in lieu of redemption, and,
provided, further, that the Company shall have no right to redeem such
Debentures while the Trust is pursuing any Ministerial Action pursuant to its
obligations under the Declaration. The Tax Event Redemption Price shall be paid
prior to 11:00 a.m., New York City time, on the date of such redemption or such
earlier time as the Company determines, provided that the Company shall deposit
with the Trustee an amount sufficient to pay the Tax Event Redemption Price by
10:00 a.m., New York City time, on the date the Tax Event Redemption Price is
to be paid.
SECTION 3.2
Subject to the provisions of Article XIV of the Indenture and the receipt
by the Company of prior approval by the Federal Reserve if then required under
applicable guidelines or policies of the Federal Reserve, and in addition to
the rights set forth in Section 3.1 of this First Supplemental Indenture,
except as otherwise may be specified in this First Supplemental Indenture, the
Company shall have the right to redeem the Debentures, in whole or in part,
from time to time, on or after December 15, 2006, at call prices (expressed as
a percentage of principal amount per Debenture being redeemed) specified below
(the "Call Prices") plus any accrued and unpaid interest thereon to the date of
such redemption:
If redeemed during the 12-month period:
Beginning December 15, Call Price
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2006 103.8340%
2007 103.4506
2008 103.0672
2009 102.6838
2010 102.3004
2011 101.9170
2012 101.5336
2013 101.1502
2014 100.7668
2015 100.3834
2016 100.0000
2017 100.0000
2018 100.0000
2019 100.0000
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Beginning December 15, Call Price
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2020 100.0000
2021 100.0000
2022 100.0000
2023 100.0000
2024 100.0000
2025 100.0000
Any redemption pursuant to the preceding paragraph will be made upon not
less than 30 days nor more than 60 days' notice to the holder of the
Debentures, at the Call Price plus any accrued and unpaid interest to the date
of such redemption. If Debentures are only partially redeemed pursuant to this
Section 3.2, Debentures shall be redeemed pro rata or by lot or by any other
method utilized by the Trustee. The Call Price (plus accrued and unpaid
interest, if any) shall be paid prior to 11:00 a.m., New York City time, on the
date of such redemption or at such earlier time as the Company determines,
provided that the Company shall deposit with the Trustee an amount sufficient
to pay the Call Price (plus accrued and unpaid interest, if any) by 10:00 a.m.,
New York City time, on the date such Call Price is to be paid.
The Debentures are not entitled to the benefit of any sinking fund.
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1
The Company shall have the right, at any time and from time to time during
the term of the Debentures, to defer payments of interest by extending the
interest payment period of the Debentures of a series for a period not
exceeding 10 consecutive semiannual periods (the "Extension Period"), during
which Extension Period no interest shall be due and payable; provided that (i)
no Extension Period may extend beyond the Maturity Date and (ii) no Extension
Period may commence or be extended so long as the Company is in default in the
payment of any interest upon any Debentures of such series or has not paid all
Deferred Interest from a prior completed Extension Period. To the extent
permitted by applicable law, interest on the Debentures of a series, the
payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 4.1, will bear interest thereon at a
rate equal to the original interest rate borne by the principal of the
Debentures (without regard to any increase or increases from time to time in
respect of Additional Interest or Special Interest, if any), compounded
semiannually for each semiannual period of the Extension Period ("Compounded
Interest"). At the termination of an Extension Period for the Debentures of a
series or, if not an Interest Payment Date, on the Interest Payment Date
immediately following termination of such Extension Period for the Debentures
of such series, the Company shall pay all interest accrued and unpaid on the
Debentures, including any Additional Interest and Compounded Interest
(together, "Deferred Interest"), which Deferred Interest shall be payable to
the holders of the Debentures of such series in whose names the Debentures are
registered in the Debt Security Register on the record date for the payment of
interest on such Interest Payment
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Date. Before the termination of any Extension Period, the Company may further
extend such period, provided that such period together with all such previous
and further consecutive extensions thereof shall not exceed 10 consecutive
semiannual periods, or extend beyond the Maturity Date. Upon the termination of
any Extension Period and upon the payment of all Deferred Interest then due,
the Company may commence a new Extension Period, subject to the foregoing
requirements.
SECTION 4.2
(a) If the Institutional Trustee is the only registered holder of the
Debentures of a series at the time the Company initiates an Extension Period,
the Company shall give written notice to the Regular Trustees, the
Institutional Trustee and the Trustee of its initiation of such Extension
Period one Business Day before the earlier of (i) the date on which
distributions on the Capital Securities of the corresponding series are
payable, or (ii) the date the Regular Trustees are required to give notice to
holders of the Capital Securities of the corresponding series (or any national
securities exchange or other organization on which such Capital Securities are
listed, if any) of the record date or the distribution payment date, in each
case with respect to distributions on the Securities the payment of which is
being deferred.
(b) If the Institutional Trustee is not the only registered holder of the
Debentures of a series at the time the Company initiates an Extension Period,
the Company shall give the holders of the Debentures of such series and the
Trustee written notice of its initiation of such Extension Period at least ten
Business Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Company is required to give notice to holders of the
Debentures of such series (or any national securities exchange or other
organization on which the Capital Securities of the corresponding series are
listed, if any) of the record or payment date of such interest, in each case
with respect to interest payments the payment of which is being deferred.
ARTICLE V
EXPENSES AND GUARANTEE
SECTION 5.1
In connection with the offering, sale and issuance of the Debentures of a
series and in connection with the sale of any Securities by the Trust, the
Company, in its capacity as borrower with respect to the Debentures of such
series, shall:
(a) pay all costs and expenses relating to the offering, sale and issuance
of Debentures of such series, including commissions to the underwriters payable
pursuant to the Purchase Agreement and compensation of the Trustee under the
Indenture in accordance with the provisions of Section 6.06 of the Indenture;
(b) pay all costs and expenses of the Trust (including, but not limited
to, costs and expenses relating to the organization of the Trust, the offering,
sale and issuance of the Securities (including commissions to the underwriters
in connection therewith), the fees and
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expenses of the Institutional Trustee, the Delaware Trustee and each Regular
Trustee, the costs and expenses relating to the operation of the Trust,
including, without limitation, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and other telecommunications
expenses and costs and expenses incurred in connection with the acquisition,
financing, and disposition of Trust assets of the Trust);
(c) be primarily and fully liable for any indemnification obligations
arising with respect to the Declaration; and
(d) pay any and all taxes (other than United States withholding taxes
attributable to the Trust or assets of the Trust) and all liabilities, costs
and expenses with respect to such taxes of the Trust.
SECTION 5.2
Upon termination of the Declaration or the removal or resignation of the
Delaware Trustee or the Institutional Trustee, as the case may be, pursuant to
Section 5.7 of the Declaration, the Company shall pay to the Delaware Trustee
or the Institutional Trustee, as the case may be, all amounts owing to the
Delaware Trustee or the Institutional Trustee, as the case may be, under
Sections 10.4 and 10.6 of the Declaration accrued to the date of such
termination, removal or resignation.
ARTICLE VI
FORM OF DEBENTURE
The Debentures and the Trustee's certificate of authentication to be
endorsed thereon are to be substantially in the following forms and are
expressly made a part of this First Supplemental Indenture:
(FACE OF DEBENTURE)
[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT: This Debenture is a
Global Debenture within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary.
This Debenture is exchangeable for Debentures of this series registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Debenture
(other than a transfer of this Debenture as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or to a successor Depositary or its
nominee) may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized representative of The
Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or
its agent for registration of transfer, exchange or payment, and any Debenture
of this series issued is registered
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in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made
to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.]
[IF THIS DEBENTURE IS ONE OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO
SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED
BY THE COMPANY -- THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH DEBENTURE PRIOR TO THE DATE WHICH IS THREE
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH UNION PLANTERS CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE)
(THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT ACQUIRING THE
DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
"ACCREDITED INVESTOR", FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF
WHICH MAY BE OBTAINED FROM THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.]
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No. _________________
UNION PLANTERS CORPORATION
8.20% JUNIOR SUBORDINATED DEFERRABLE
INTEREST DEBENTURE DUE 2026
UNION PLANTERS CORPORATION, a Tennessee corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ____________ or
registered assigns, the principal sum of ________________ Dollars ($_________ )
on December 15, 2026, and to pay interest on said principal sum from December
12, 1996, or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
semiannually (subject to deferral as set forth herein) in arrears on June 15
and December 15 of each year commencing June 15, 1997, at the rate of 8.20% per
annum until the principal hereof shall have become due and payable, and on any
overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum compounded
semiannually. The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this Debenture is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Debenture (or one or
more Predecessor Securities, as defined in said Indenture) is registered at the
close of business on the Record Date for such interest installment, [which
shall be the close of business on the Business Day next preceding such Interest
Payment Date]. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES
OF THIS SERIES ARE NO LONGER REPRESENTED SOLELY BY A GLOBAL DEBENTURE,
SUBSTITUTE THE FOLLOWING FOR FOREGOING BRACKETED TEXT -- which shall be the
close of business on the 15th Business Day next preceding such Interest Payment
Date.] Any such interest installment not punctually paid or duly provided for
shall forthwith cease to be payable to the registered holders on such Record
Date and may be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders of this
series of Debentures not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. In the event the Debentures of this
series are issued in non-book entry form, the principal of (and premium, if
any) and the interest on this Debenture shall be payable at the office or
agency of the Trustee (or other paying agent appointed by the Company)
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at
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the option of the Company by check mailed to the registered holder at such
address as shall appear in the Debt Security Register or by wire transfer to an
account appropriately designated by the holder hereof. Notwithstanding the
foregoing, so long as the holder of this Debenture is the Institutional
Trustee, the payment of the principal of (and premium, if any) and interest on
this Debenture will be made at such place and to such account as may be
designated by such Institutional Trustee.
The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.
If this Debenture is exchanged in a Registered Exchange Offer prior to the
Record Date for the first Interest Payment Date following such exchange,
accrued and unpaid interest, if any, on this Debenture, up to but not including
the date of issuance of the Exchange Debenture or Exchange Debentures issued in
exchange for this Debenture, shall be paid on the first Interest Payment Date
for such Exchange Debenture or Exchange Debentures to the Securityholder or
Securityholders of such Exchange Debenture or Exchange Debentures on the first
Record Date with respect to such Exchange Debenture or Exchange Debentures. If
this Debenture is exchanged in a Registered Exchange Offer subsequent to the
Record Date for the first Interest Payment Date following such exchange but on
or prior to such Interest Payment Date, then any such accrued and unpaid
interest with respect to this Debenture and any accrued and unpaid interest on
the Exchange Debenture or Exchange Debentures issued in exchange for this
Debenture, through the day before such Interest Payment Date, shall be paid on
such Interest Payment Date to the Securityholder of this Debenture on such
Record Date.
If any time the Trust shall be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States or any other taxing authority, then, in any
such case, the Company shall pay as additional interest on the Debentures held
by the Institutional Trustee such additional amounts as shall be required so
that the net amounts received and retained by the Trust after paying any such
taxes, duties, assessments or other governmental charges will equal the amounts
the Trust and the Institutional Trustee would have received had no such taxes,
duties, assessments or other governmental charges been imposed. [IF THIS
DEBENTURE IS AN INITIAL DEBENTURE INSERT -- In addition, the interest rate
payable on the Debentures of this series is subject to increase as provided in
the Indenture if, pursuant to the Registration Agreement, except as provided in
the following paragraph, either (A) the Exchange Offer Registration Statement
(as such term is defined in the Registration Agreement) is not filed with the
Securities and Exchange Commission (the "Commission") on or prior to the 150th
day following the Closing Date (as such
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term is defined in the Registration Agreement), (B) the Exchange Offer
Registration Statement is not declared effective by the Commission on or prior
to the 180th day following the Closing Date or (C) the Exchange Offer (as such
term is defined in the Registration Agreement) is not consummated or a Shelf
Registration Statement (as such term is defined in the Registration Agreement)
is not declared effective by the Commission on or prior to the 210th day
following the Closing Date.
In the event that on or after the 150th day following the Closing Date the
Company shall determine in good faith that there is a reasonable likelihood
that, or a material uncertainty as to whether, consummation of the Exchange
Offer would result in an adverse tax consequence to the Company (a "Tax
Contingency"), the Company and the Trust may, at the Company's option and cost,
in lieu of the commencement of the Exchange Offer, file and cause to be
declared effective a Shelf Registration Statement covering resales of the
Initial Debentures and use their best efforts to keep effective the Shelf
Registration Statement until three years after its effective date. To the
extent that such a Tax Contingency exists on the 150th day following the
Closing Date, then clauses (A) and (1) of the preceding paragraph shall not
apply. To the extent that such a Tax Contingency exists and the Company has
filed a Shelf Registration Statement covering resales of the Initial Debentures
by the 180th day following the Closing Date, then clauses (B) and (2) of the
preceding paragraph shall not apply, and to the extent a Tax Contingency exists
on the 210th day following the Closing Date, the period specified in clauses
(C) and (3) of the preceding paragraph will be 240 days.]
This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by or on behalf
of the Trustee.
The provisions of this Debenture are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
UNION PLANTERS CORPORATION
By:
---------------------------
Name:
Title:
[Seal]
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated
----------------
THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By
------------------------------------
Authorized Signatory
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(REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of Debt Securities of
the Company, all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of December 12, 1996, duly executed and
delivered between the Company and The First National Bank of Chicago, as
Trustee (the "Trustee"), as supplemented by the First Supplemented Indenture
dated as of December 12, 1996, between the Company and the Trustee (the
Indenture as so supplemented, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of this series of Debt
Securities (referred to herein as the "Debentures") of which this Debenture is
a part. The summary of the terms of this Debenture contained herein does not
purport to be complete and is qualified by reference to the Indenture. By the
terms of the Indenture, the Debt Securities are issuable in series that may
vary as to amount, date of maturity, rate of interest and in other respects as
provided in the Indenture. This series of Debentures is limited in aggregate
principal amount as specified in said First Supplemental Indenture.
Upon the occurrence and continuation of a Tax Event, in certain
circumstances, this Debenture may become due and payable in whole, but not in
part, at a redemption price equal to 100% of the principal amount being
redeemed together with any accrued and unpaid interest thereon, which shall be
paid prior to 11:00 a.m., New York City time, on the date of such redemption or
at such earlier time as the Company determines. The Company shall also have the
right to redeem this Debenture at the option of the Company, in whole or in
part, at any time or from time to time on or after December 15, 2006 (an
"Optional Redemption"), at the call price (the "Call Price") (expressed as a
percentage of the principal amount being redeemed) specified below, plus
accrued and unpaid interest to the redemption date:
If redeemed during the 12-month
period commencing December 15, Call Price
------------------------------ ----------
2006 103.8340%
2007 103.4506
2008 103.0672
2009 102.6838
2010 102.3004
2011 101.9170
2012 101.5336
2013 101.1502
2014 100.7668
2015 100.3834
2016 100.0000
2017 100.0000
2018 100.0000
2019 100.0000
2020 100.0000
2021 100.0000
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If redeemed during the 12-month
period commencing December 15, Call Price
------------------------------ ----------
2022 100.0000
2023 100.0000
2024 100.0000
2025 100.0000
Any redemption pursuant to the preceding paragraph will be made, subject
to the receipt by the Company of prior approval by the Board of Governors of
the Federal Reserve System (the "Federal Reserve") if then required under
applicable guidelines or policies of the Federal Reserve, upon not less than 30
days nor more than 60 days' notice, at a redemption price equal to 100% of the
principal amount being redeemed or at the Call Price, as the case may be, plus
any accrued and unpaid interest to the date of such redemption. If the
Debentures are only partially redeemed by the Company pursuant to an Optional
Redemption, the Debentures will be redeemed pro rata or by lot or by any other
method utilized by the Trustee; provided that if, at the time of redemption,
the Debentures are registered as a Global Debenture, the Depositary shall
determine the principal amount of such Debentures held by each of its direct
participants to be redeemed in accordance with its procedures.
In the event of redemption of this Debenture in part only, a new Debenture
or Debentures of this series for the unredeemed portion hereof will be issued
in the name of the holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debt Securities of all series affected at the time
outstanding (voting as a class), as specified in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debt Securities; provided, however, that no such supplemental indenture
shall among other things, without the consent of the holders of each Debt
Security then outstanding and affected thereby (i) extend the fixed maturity of
any Debt Securities of any series, or reduce the principal amount thereof or
any premium thereon, or reduce any amount payable on redemption thereof, or
reduce the rate or extend the time of payment of interest thereon, or make the
principal of, or interest or premium on, the Debt Securities payable in any
coin or currency other than that provided in the Debt Securities, or impair or
affect the right of any holder of Debt Securities to institute suit for the
payment thereof, or (ii) reduce the aforesaid percentage of Debt Securities,
the holders of which are required to consent to any such supplemental
indenture. The Indenture also contains provisions permitting the holders of a
majority in aggregate principal amount of the Debt Securities of a series at
the time outstanding affected thereby as provided in the Indenture, on behalf
of all of the holders of the Debt Securities of such series, to waive any past
default in the
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performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest on any of the Debt Securities of such series. Any such consent or
waiver by the registered holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Debenture at the time and place and at the rate and in the
money herein prescribed.
The Company shall have the right, subject to certain conditions, at any
time during the term of the Debentures and from time to time to extend the
interest payment period of the Debentures for up to 10 consecutive semiannual
periods (each, an "Extension Period") as provided in the Indenture.
Notwithstanding the foregoing, no Extension Period may extend beyond the
maturity date of the Debentures. In the event that the Company exercises its
right to extend an interest payment period, then during any Extension Period,
subject to certain exceptions as provided in the Indenture, (i) the Company
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase, acquire, or make a liquidation payment with respect
to, any of its capital stock or rights to acquire such capital stock, or make
any guarantee payments with respect to the foregoing and (ii) the Company shall
not make any payment of interest on or principal of (or premium, if any, on),
or repay, repurchase or redeem, any debt securities issued by the Company that
rank pari passu with or junior to the Debentures. Upon the termination of any
Extension Period and the payment of all amounts then due, the Company may
commence a new Extension Period, subject to the requirements contained in the
Indenture.
As provided in the Indenture and subject to certain limitations herein and
therein set forth, this Debenture is transferable by the registered holder
hereof on the Debt Security Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Trustee
in the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures of authorized denominations
and for the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and the Debt Security registrar may deem and treat the
registered holder hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon) for the purpose of receiving payment of or on account of the
principal hereof and premium, if any, and interest due hereon and for all other
purposes, and
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neither the Company nor the Trustee nor any Authenticating Agent nor any paying
agent nor any transfer agent nor any Debt Security registrar shall be affected
by any notice to the contrary.
No recourse shall be had for the payment of the principal of, the premium,
if any, on or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
The Debentures of this series are issuable only in registered form without
coupons in minimum denominations of $100,000 and any integral multiple of
$1,000 in excess thereof. A Global Debenture is exchangeable for Debentures in
definitive form only under certain limited circumstances set forth in the
Indenture. Debentures of this series so issued are issuable only in registered
form without coupons in minimum denominations of $100,000 and any integral
multiple of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations herein and therein set forth, Debentures of this series
are exchangeable for a like aggregate principal amount of Debentures of this
series of a different authorized denomination, as requested by the holder
surrendering the same.
The Debentures of this series may be transferred only in blocks having an
aggregate principal amount of not less than $100,000. Any transfer of
Debentures of this series 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 Debentures of this series 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.
All terms used in this Debenture that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THE DEBENTURES WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1
The Indenture, as supplemented by this First Supplemental Indenture, is in
all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein
and therein provided.
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SECTION 7.2
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
First Supplemental Indenture.
SECTION 7.3
This First 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 7.4
In case any one or more of the provisions contained in this First
Supplemental Indenture or in a series of Debentures 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
First Supplemental Indenture or of such series of Debentures, but this First
Supplemental Indenture and such series of Debentures shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
This First 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.
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25
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, as of the day and year first above written.
UNION PLANTERS CORPORATION
By:
-----------------------------
Name:
Title:
[Seal] Attest:
---------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
-----------------------------
Name:
Title:
[Seal] Attest:
---------------------------
Name:
Title:
23
