THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (Third Supplemental Indenture), dated as of September 3, 2020, between Renasant Corporation, a Mississippi corporation (the Company), and Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as trustee (Trustee).
WHEREAS, the Company and the Trustee have executed and delivered a Subordinated Indenture, dated as of August 22, 2016 (the Base Indenture and as supplemented by the First Supplemental Indenture, dated as of August 22, 2016 between the Company and the Trustee, by the Second Supplemental Indenture, dated as of August 22, 2016 between the Company and the Trustee, and by this Third Supplemental Indenture, and as further supplemented from time to time, the Indenture), to provide for the issuance from time to time by the Company of its unsecured subordinated indebtedness to be issued in one or more series as provided in the Indenture;
WHEREAS, Section 9.1(j) of the Base Indenture provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to provide for the issuance of and establish the form or terms of Securities of any Series as permitted by Sections 2.1 and 2.2 thereof;
WHEREAS, the issuance and sale of One Hundred Million Dollars ($100,000,000) aggregate principal amount of a new series of Securities of the Company designated as its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2035 (the 2035 Notes) have been authorized by resolutions adopted by the Board of Directors of the Company;
WHEREAS, the Company desires to issue and sell One Hundred Million Dollars ($100,000,000) aggregate principal amount of the 2035 Notes as of the date hereof;
WHEREAS, the Company desires to establish the terms of the 2035 Notes;
WHEREAS, all things necessary to make this Third Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its terms and the terms of the Base Indenture have been done;
WHEREAS, the Company has complied with all conditions precedent provided for in the Base Indenture relating to this Third Supplemental Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Third Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the premises stated herein and the purchase of the 2035 Notes by the Holders thereof, the Company and the Trustee covenant and agree, for the equal and proportionate benefit of the Holders of the 2035 Notes, as follows:
SCOPE OF THIRD SUPPLEMENTAL INDENTURE
Section 1.01. Scope. This Third Supplemental Indenture constitutes a supplement to the Base Indenture and an integral part of the Indenture and shall be read together with the Base Indenture as though all the provisions thereof are contained in one instrument. Except as expressly amended by the