EXHIBIT 1(c)
[______%] [FLOATING RATE] JUNIOR SUBORDINATED
DEFERRABLE INTEREST
DEBENTURES SERIES [II, III, OR IV]
PURCHASE AGREEMENT
THIS [_____%] [FLOATING RATE] JUNIOR SUBORDINATED DEFERRABLE
INTEREST DEBENTURES SERIES [II, III OR IV] PURCHASE AGREEMENT
("Agreement"), dated as of __________, ____, is by and between OLD KENT
CAPITAL TRUST [II, III, or IV], a Delaware statutory business trust (the
"Trust"), and OLD KENT FINANCIAL CORPORATION, a Michigan corporation with
its principal office in Grand Rapids, Michigan (the "Company").
WHEREAS, the Company, the Trust, and _________________, as
representative[s] of the several underwriters named therein, have entered
into an Underwriting Agreement dated as of __________, ______ (the
"Underwriting Agreement"), relating to the purchase and sale of the Trust's
[_____%] [Floating Rate] Subordinated Capital Income Securities, Series
[II, III or IV], liquidation amount $1,000.00 per security (the "Capital
Securities" and together with the Guarantee (as defined in the Underwriting
Agreement), the "Securities");
WHEREAS, in connection with the purchase and sale of the
Securities, the Company, as sponsor of the Trust, has agreed to purchase
from the Trust, and the Trust has agreed to sell to the Company, [_____%]
[Floating Rate] Common Securities, liquidation amount $_____ per security
(the "Common Securities"), of the Trust; and
WHEREAS, the Trust has agreed to invest the proceeds of the sale
of the Securities and the Common Securities in the [_____%] [Floating Rate]
Junior Subordinated Deferrable Interest Debentures Series [II, III or IV]
(the "Debentures") of the Company issued pursuant to the Indenture dated as
of __________, 199_, by and between the Company and _____________________,
a ________ banking corporation, as Trustee (as supplemented or amended, the
"Indenture").
NOW, THEREFORE, the parties hereto agree, intending to be legally
bound, as follows:
1. PURCHASE AND SALE. In reliance upon the representations and
warranties herein set forth, the Company and the Trust agree that the
Company will sell to the Trust, and the Trust will purchase from the
Company, $__________ aggregate principal amount of the Debentures at an
aggregate purchase price of $___________.
2. DELIVERY AND PAYMENT. Delivery of and payment for the Debentures
shall be made at 9:30 a.m. New York City time on the Closing Date (as
defined in the Underwriting Agreement), or at such other date and time as
may be agreed upon by the parties hereto. Delivery of the Debentures shall
be made to the Trust against payment by the Trust of the purchase price
therefor to or upon the order of the Company by wire transfer of
immediately available funds or such other manner of payment as may be
agreed upon by the parties hereto.
3. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants that the Debentures
have been duly authorized and, when executed and authenticated
against payment therefor in accordance with the provisions of the
Indenture, will constitute legal, valid, and binding obligations
of the Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms.
(b) The Trust represents and warrants that, except as
required or contemplated by the Amended and Restated Declaration
of Trust of the Trust dated as of __________, ____, the
Debentures are being acquired for investment and not with a view
to distribution or resale.
4. GOVERNING LAW. THIS AGREEMENT 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 SUCH STATE.
The parties hereto have caused this Agreement to be duly executed
by their respective officers as of the date first written above.
OLD KENT CAPITAL TRUST [II, III or IV]
By _____________________________________
Name:
Title: Regular Trustee
OLD KENT FINANCIAL CORPORATION
By _____________________________________
Name:
Title:
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