Exhibit 4.11
WAIVER OF CERTAIN OBLIGATIONS
UNDER
REGISTRATION RIGHTS AGREEMENT
WAIVER, dated as of April __, 1997 (the "Waiver"), of certain
obligations of Mercantile Bancorporation Inc., a Missouri corporation (the
"Company"), under the Registration Rights Agreement (the "Registration
Agreement"), dated January 29, 1997.
WHEREAS, the Company and Mercantile Capital Trust I (the "Trust")
heretofore executed and delivered the Registration Agreement to Salomon Brothers
Inc, as representative for several Initial Purchasers; and
WHEREAS, the Company has requested the Holders of the Capital
Securities to waive compliance with the Company's obligations under Section 4(e)
of the Registration Agreement to cause the Capital Securities and the Exchange
Securities to be listed on the New York Stock Exchange and to maintain such
listing (the "Listing Requirement Covenant"); and
WHEREAS, Section 7(b) of the Registration Agreement provides that,
with the consent of the Holders of not less than a majority in aggregate
liquidation amount of the Capital Securities at the time outstanding (the
"Requisite Consents"), the Company and the Trust may waive compliance with the
Company's obligations under the Registration Agreement; and
WHEREAS, the Company and the Trust have obtained the Requisite
Consents and this Waiver has been duly authorized by all necessary corporate
action on the part of the Company;
NOW, THEREFORE, the Company and the Trust agree as follows:
ARTICLE 1
WAIVER
Section 1.01 The Company's obligations under Section 4(e) of the
Registration Agreement is hereby irrevocably and permanently waived.
Section 1.02 The remaining provisions of the Registration Agreement
shall remain in full force and effect.
ARTICLE 2
MISCELLANEOUS
SECTION 2.01 Effect of Waiver. Upon the execution and delivery of
this Waiver by the Company and the Trust, this Waiver shall form a part of the
Registration Agreement for all purposes, and every Holder of Capital Securities
and the Exchange Securities heretofore or hereafter authenticated and delivered
under the Registration Agreement shall be bound thereby.
SECTION 2.02 Terms Defined in the Registration Agreement. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Agreement.
SECTION 2.03 Headings. The headings in this Waiver have been inserted
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 2.04 Successors. This Waiver shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company and the
Trust thereto, subsequent Holders of Capital Securities and/or Exchange
Securities.
SECTION 2.05 Governing Law. This Waiver shall be governed by and
construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State.
SECTION 2.06 Counterpart Originals. This Waiver 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 Waiver to be
duly executed as of the date and year first above written.
MERCANTILE BANCORPORATION INC.
By:
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Name:
Title:
MERCANTILE CAPITAL TRUST I
By:
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Name:
Title:
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