EAGLE BANCSHARES, INC.,
RBC CENTURA BANK
and
SUNTRUST BANK, ATLANTA
AS TRUSTEE
SUPPLEMENTAL INDENTURE
Dated as of July 19, 2002
8.50% Subordinated Debentures Due December 31, 2028
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "SUPPLEMENTAL INDENTURE") is made as
of the day of July, 2002, among Eagle Bancshares, Inc., a unitary thrift holding
company organized as a Georgia corporation ("EAGLE" or the "COMPANY"), as
original issuer; RBC Centura Bank, a North Carolina state chartered bank (the
"SUCCESSOR COMPANY"); and SunTrust Bank, as trustee (the "TRUSTEE").
WHEREAS, the Company and the Trustee have entered into an Indenture,
dated as of July 29, 1998 (the "ORIGINAL INDENTURE"), pursuant to which the
Company issued its 8.50% Subordinated Debentures due December 31, 2028 (the
"DEBENTURES") in an aggregate principal amount of $25,773,196; and
WHEREAS, the Company intends to merge with and into the Successor
Company, with the Successor Company being the sole surviving entity (the
"MERGER") (the effective time and date of the Merger is referred to herein as
the "MERGER DATE"); and
WHEREAS, effective as of the Merger Date, the Successor Company is to
assume the due and punctual payment of the principal of, premium, if any, and
interest on all of the Debentures and the performance of every covenant of the
Original Indenture on the part of Eagle to be performed or observed; and
WHEREAS, pursuant to Section 12.1 of the Original Indenture, the
Company and the Trustee are required to amend or supplement the Original
Indenture to evidence the merger of the Company into the Successor Company in
accordance with and subject to the terms and conditions of the Original
Indenture and the Debentures; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of the Company and the Successor Company.
NOW, THEREFORE, the Company, the Successor Company and the Trustee
agree as follows for the equal and ratable benefit of the holders of the
Debentures:
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions.
(a) For purposes of this Supplemental Indenture, terms used but not
defined herein except as otherwise expressly provided or unless the context
otherwise requires have the meanings assigned to them in the Original Indenture.
(b) "Indenture" means the Original Indenture, as amended by this
Supplemental Indenture or as otherwise supplemented or amended from time to time
by one or more indentures supplemental thereto or hereto entered into pursuant
to the applicable provisions of the Indenture.
ARTICLE II
THE ASSUMPTION
SECTION 2.01 Assumption by the Successor Company. Effective as of the
Merger Date, (a) the Successor Company, as a result of its being the surviving
entity in the Merger, agrees that, pursuant to Section 12.2 of the Original
Indenture, the due and punctual payment of the principal (and premium, if any)
and interest on the Debentures according to their tenor and the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture to be kept or performed by the Company shall be assumed by the
Successor Company; and (b) pursuant to Section 12.2 of the Original Indenture,
with regard to the Indenture, the Successor Company shall succeed to and be
substituted for the Company, with the same effect as if it had been named in the
Indenture as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation under the Indenture or upon the
Debentures. Following the execution and delivery of this Supplemental Indenture,
the parties hereto agree that all references to the "Company" in the Indenture
and the Debentures shall be deemed references to the Successor Company.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Effect of Supplemental Indenture. Upon the execution and
delivery of this Supplemental Indenture by the Company, the Successor Company
and the Trustee, the Indenture shall be supplemented in accordance herewith, and
this Supplemental Indenture shall form a part of the Indenture for all purposes,
and every holder of Debentures heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.
SECTION 3.02 Original Indenture Remains in Full Force and Effect.
Except as supplemented hereby, all provisions in the Original Indenture shall
remain in full force and effect.
SECTION 3.03 Original Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and in
implementation of the Original Indenture, and the Original Indenture and this
Supplemental Indenture shall henceforth be read and construed together.
SECTION 3.04 Conflict with Trust Indenture Act. If and to the extent
any provision of this Supplemental Indenture limits, qualifies or conflicts with
any provision of the Trust Indenture Act that is required under the Trust
Indenture Act to be part of and govern any provision of this Supplemental
Indenture, the provision of the Trust Indenture Act shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the provision of
the Trust Indenture Act 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 3.05 Severability. In case any provision in this Supplemental
Indenture 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.
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SECTION 3.06 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 3.07 Benefits of Supplemental Indenture, etc. Nothing in this
Supplemental Indenture or the Debentures, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Holders, any benefit of any legal or equitable right,
remedy or claim under the Indenture, this Supplemental Indenture or the
Debentures.
SECTION 3.08 Successors. All agreements of the Company and the
Successor Company in this Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Supplemental Indenture shall bind its
successors.
SECTION 3.09 GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF GEORGIA
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
SECTION 3.10 Notices. Effective as of the Merger Date, the addresses
for notices set forth in the Original Indenture shall be amended, without
further action, to read as follows:
(a) if to the Company or the Successor Company:
RBC Centura Bank
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) if to the Trustee:
SunTrust Bank
Corporate Trust Division
▇▇ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Vice President
SECTION 3.11 Counterparts. This Supplemental Indenture may be executed
in two or more counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their duly authorized officers, all as of the
date first written above.
EAGLE BANCSHARES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Ray
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: Chief Financial Officer
RBC CENTURA BANK
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
SUNTRUST BANK, as Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
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