| (a) |
In this Second Supplemental Indenture, unless a clear contrary intention appears:
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| (i) |
the singular number includes the plural number and vice versa;
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| (ii) |
reference to any gender includes the other gender;
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| (iii) |
the words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Section or other subdivision;
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| (iv) |
reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Second Supplemental Indenture or the Indenture, and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Second Supplemental Indenture or the Indenture;
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| (v) |
reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof,
as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;
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| (vi) |
reference to any Section means such Section of this Second Supplemental Indenture; and
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| (vii) |
the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.
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| (b) |
No provision in this Second Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.
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| (a) |
Pursuant to, and in compliance and accordance with, Section 11.01 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt Securities in
accordance with their terms, according to their tenor, and the due and punctual performance and observance of all of the covenants, conditions and obligations of Synovus under the Debt Securities, the Indenture, the Capital Securities
Guarantee and the Trust Agreement (as defined below).
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| (b) |
Pursuant to, and in compliance and accordance with, Section 11.02 of the Indenture, the Company succeeds to and is substituted for Synovus, with the same effect as if the Company had originally been named in the Indenture as the Company.
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| (c) |
The Company also succeeds to and is substituted for Synovus with the same effect as if the Company had originally been named in the Amended and Restated Declaration of Trust of the Trust, dated as of April 19, 2005 (the “Trust Agreement”),
as Sponsor (as defined in the Trust Agreement).
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| (a) |
the Trustee shall have executed a counterpart of this Second Supplemental Indenture and shall have received one or more counterparts of this Second Supplemental Indenture executed by the Company;
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| (b) |
the Trustee shall have received an Officers’ Certificate stating that (i) the execution of this Second Supplemental Indenture complies with the requirements of Article IX of the Indenture; and (ii) in the opinion of the signers, all
conditions precedent, if any, provided for in the Indenture relating to the Merger and the execution and delivery of the Second Supplemental Indenture have been complied with;
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| (c) |
the Trustee shall have received an Opinion of Counsel to the effect that (i) all conditions precedent provided for in the Indenture relating to the Merger and the execution of the Second Supplemental Indenture have been complied with; (ii)
the execution of this Second Supplemental Indenture complies with the requirements of Article IX of the Indenture and is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture; (iii) it is proper for the
Trustee, under the provisions of Article IX of the Indenture, to join in the execution of the Second Supplemental Indenture; and (iv) the Merger and the subsequent assumption permitted under Article XI of the Indenture comply with the
provisions of Article XI of the Indenture; and
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| (d) |
the Company and Synovus shall have duly executed and filed with the Secretary of the State of the State of Georgia Articles of Merger and an Agreement and Plan of Merger in connection with the Merger.
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| (a) |
Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and
supplemented hereby.
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| (b) |
Upon the effectiveness of this Second Supplemental Indenture, each reference in the Debt Securities to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as
the case may be, as affected, amended and supplemented hereby.
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| (c) |
The Indenture, as amended and supplemented hereby shall remain in full force and effect and is hereby ratified and confirmed.
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| SYNOVUS FINANCIAL CORP. | ||||
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By: |
/s/ Andrew J. Gregory, Jr. | ||
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Name:
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Andrew J. Gregory, Jr.
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Title:
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Executive Vice President and
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Chief Financial Officer
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| PINNACLE FINANCIAL PARTNERS, INC. | ||
| By: |
/s/ Andrew J. Gregory, Jr. | |
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Name:
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Andrew J. Gregory, Jr.
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Title:
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Executive Vice President and
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|
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Chief Financial Officer
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
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as Trustee
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By:
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/s/ Melissa Matthews | |
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Name:
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Melissa Matthews
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Title:
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Agent
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