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EXHIBIT 4.10
[FORM OF REVERSE OF DEBENTURE]
_______% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2030
(CONTINUED)
This Debenture is one of the subordinated debentures of the Company
(herein sometimes referred to as the "Debentures"), all issued or to be issued
under and pursuant to an Indenture dated as of November ___, 2000, (the
"Indenture") duly executed and delivered between the Company and Wilmington
Trust Company, as Trustee (the "Trustee"), to which Indenture 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
the Debentures. The Debentures are limited in aggregate principal amount as
specified in the Indenture.
Because of the occurrence and continuation of a Special Event (as
defined in the Indenture), in certain circumstances, this Debenture may become
due and payable at the principal amount together with any interest accrued
thereon (the "Redemption Price"). The Redemption Price shall be paid prior to
12:00 noon, Eastern Standard Time, on the date of such redemption or at such
earlier time as the Company determines. The Company shall have the right as set
forth in the Indenture to redeem this Debenture at the option of the Company, as
set forth in the Indenture, in whole or in part (i) at any time on or after
December 31, 2003, at a Redemption Price equal to ____% of the principal amount
so redeemed until December 31, 2003, and equal to ____% of the principal amount
so redeemed on or after December 31, 2004, plus in each case accrued but unpaid
interest hereon to the date of redemption (an "Early Redemption"); provided,
however, the Company shall have no right to an Early Redemption unless the stock
price for the Company's common stock has been at least 125% of the Conversion
Price for a period of twenty consecutive business days ending within five days
of the date of notice of redemption; (ii) at any time on or after December 31,
2005 at a Redemption Price equal to 100% of the principal amount so redeemed
plus any accrued but unpaid interest hereon to the date of redemption ("Optional
Redemption"); or (iii) at any time in certain circumstances upon the occurrence
of a Special Event, at a Redemption Price equal to 100% of the principal amount
hereof plus any accrued but unpaid interest hereon, to the date of such
redemption. Any redemption pursuant to this paragraph shall be made upon not
less than 30 days nor more than 60 days notice, at the Redemption Price. The
Redemption Price shall be paid at the time and in the manner provided therefor
in the Indenture. If the Debentures are only partially redeemed by the Company
pursuant to an Early Redemption or an Optional Redemption, the Debentures shall
be redeemed pro rata or by lot or by any other method utilized by the Trustee as
described in the Indenture.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof shall 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
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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 Debentures at the time Outstanding (as defined
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 Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of the Debentures
except as provided in the Indenture, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, without the
consent of the holder of each Debenture so affected; or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are required to consent
to any such supplemental indenture, without the consent of the holders of each
Debenture then Outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Debentures at the time Outstanding, on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures. 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.
Any Debentureholder has the right, exercisable at any time after
__________, 2000 and on or before the close of business on the Business Day
immediately preceding the date of repayment of the Debentures, whether at
maturity or upon redemption (either at the option of the Company or pursuant to
a Special Event), to convert the principal amount thereof (or any portion
thereof that is an integral multiple of $10) into fully paid and nonassessable
shares of Common Stock of the Company at an initial conversion ratio of _____
shares of Common Stock for each $10 in aggregate principal amount of Debentures
(equal to an initial conversion price of $_____ per share of Common Stock),
subject to adjustment under certain circumstances (the "Conversion Ratio"). The
number of shares issuable upon conversion of a principal amount of Debentures
shall be determined by dividing such principal amount by 10 and multiplying the
quotient so obtained by the Conversion Ratio in effect on the Conversion Date.
No fractional shares of Common Stock shall be issued upon conversion and, in
lieu thereof, a cash payment shall be made for any fractional interest. The
outstanding principal amount of any Debenture shall be reduced by the portion of
the principal amount thereof converted into shares of Common Stock.
To convert a Debenture, a Debentureholder must (i) complete and sign a
Conversion Request substantially in the form attached hereto, (ii) surrender the
Debenture to the Conversion Agent, (iii) furnish appropriate endorsements or
transfer documents if required by the Debenture Registrar or Conversion Agent,
and (iv) pay any transfer or similar tax, if required. If a Conversion Request
is delivered on or after the regular record date and prior to the subsequent
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Interest Payment Date, the Debentureholder shall be required to pay to the
Company the interest payment to be made on the subsequent Interest Payment Date,
and shall be entitled to receive the interest payable on the subsequent Interest
Payment Date, on the portion of Debentures to be converted notwithstanding the
conversion thereof prior to such Interest Payment Date. Notwithstanding the
foregoing, if, during an Extended Interest Payment Period, a notice of
redemption is mailed pursuant to Section 3.4 of the Indenture and a Debenture is
converted after such mailing but prior to the relevant redemption date, all
accrued but unpaid interest (including Additional Payments, if any) through the
date of conversion shall be paid to the Debentureholder of such Debenture on the
redemption date. Except as otherwise provided in the immediately preceding two
sentences, in the case of any Debenture which is converted, interest with a
Stated Maturity which is after the date of conversion of such Debenture shall
not be payable, and the Company shall not make or be required to make any other
payment, adjustment or allowance with respect to accrued but unpaid interest
(including Additional Payments, if any) on the Debentures being converted, which
shall be deemed to be paid in full. If any Debenture called for redemption is
converted, any money deposited with the Trustee or with any Paying Agent or so
segregated and held in trust for the redemption of such Debenture shall be paid
to the Company upon Company request or, if then held by the Company, shall be
discharged from such trust.
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 and interest on this
Debenture at the time and place and at the rate and in the money herein
prescribed.
Provided certain conditions are met, the Company shall have the right
at any time during the term of the Debentures and from time to time to extend
the interest payment period of such Debentures for up to 20 consecutive quarters
(each, an "Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon at the rate specified for the Debentures to the extent that payment of
such interest is enforceable under applicable law). Before the termination of
any such Extended Interest Payment Period, so long as no Event of Default shall
have occurred and be continuing, the Company may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters, extend beyond the Stated Maturity or end on a date other
than an Interest Payment Date. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due and subject to the foregoing conditions, the Company
may commence a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Trustee 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 shall be
issued to the designated transferee or
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transferees. No service charge shall 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 paying agent and the Debenture
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 made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Debenture Registrar
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of 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 are issuable only in registered form without coupons in
denominations of $10 and any integral multiple thereof.
All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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FORM OF CONVERSION REQUEST
To: Southside Bancshares, Inc.
The undersigned owner of these Preferred Securities hereby irrevocably
elects to convert these Preferred Securities, or the portion below designated,
into Common Stock of the Company (the "Common Stock") in accordance with the
terms of the Indenture (the "Indenture"), dated as of __________, 2000, between
Southside Bancshares, Inc., and Wilmington Trust Company.
The undersigned owner of these Preferred Securities hereby directs the
Conversion Agent to convert such Preferred Securities on behalf of the
undersigned, into Common Stock (at the Conversion Ratio specified in the
Indenture). The undersigned owner of these Preferred Securities also hereby
notifies the Conversion Agent that the shares issuable and deliverable upon
conversion, together with any check in payment for fractional shares, should be
issued in the name of and delivered to the undersigned, unless a different name
has been indicated in the assignment below. (if shares are to be issued in the
name of a person other than the undersigned, the undersigned shall pay all
transfer taxes payable with respect thereto.)
Date:
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Principal Amount of Securities to be converted ($10 or integral multiples
thereof): $
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If a name of names other than the undersigned, please indicate in the spaces
below the name or names in which the shares of Common Stock are to be issued,
along with the address or addresses of such person or persons:
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(Sign exactly as your name appears on the other side of this Preferred Security)
(for conversion only)
Please print or type name and address, including zip code, and social security
or other identifying number:
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Signature Guarantee:*
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*Signature must be guaranteed by an "eligible guarantor institution" that is a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.
