SEVENTH SUPPLEMENTAL INDENTURE
Exhibit 4.15
Execution Version
SEVENTH SUPPLEMENTAL INDENTURE
THIS SEVENTH SUPPLEMENTAL INDENTURE dated as of August 31, 2025 is by and among Computershare Trust Company, N.A., a national banking association and limited purpose trust company (as successor in interest to ▇▇▇▇▇ Fargo Bank, National Association, as trustee, and together with its successors, the "Trustee"), SouthState Bank Corporation, a Florida corporation (the "Successor Company"), and SouthState Corporation, a South Carolina corporation (herein, together with its predecessors in interest, “Company”), under the Indenture referred to below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:
The Trustee and the Company are parties to (i) that certain Subordinated Base Indenture dated as of June 25, 2014 (the “Base Indenture”), (ii) the Third Supplemental Indenture dated as of September 15, 2020 (the “Third Supplemental Indenture”), and (iii) the Fifth Supplemental Indenture dated as of January 1, 2025 (together with the Base Indenture and Third Supplemental Indenture, the “Indenture”), pursuant to which the Company issued $130,000,000 of its 4.00% Fixed-to-Floating Rate Junior Subordinated Notes due 2030 (the “Debentures”).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Seventh Supplemental Indenture, shall merge (referred to herein for purposes of Article VIII of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation. The parties hereto are entering into this Seventh Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.
Section 1. Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
(a) | In this Seventh Supplemental Indenture, unless a clear contrary intention appears: |
(i) | the singular number includes the plural number and vice versa; |
(ii) | reference to any gender includes the other gender; |
(iii) | the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Seventh Supplemental Indenture as a whole and not to any particular Section or other subdivision; |
(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 Seventh Supplemental Indenture or the Indenture, |
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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 Seventh Supplemental Indenture or the Indenture;
(vi) | reference to any Section means such Section of this Seventh Supplemental Indenture; |
(vii) | the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and |
(b) | no provision in this Seventh Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision. |
Section 3. Assumption of Obligations.
Section 4. Conditions of Effectiveness. This Seventh Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger and the delivery of the related Opinion of Counsel (that the parties acknowledge has been delivered as of the date hereof and which shall continue as an obligation of the Successor Company, provided, however, that the Trustee shall have executed a counterpart of this Seventh Supplemental Indenture and shall have received a counterpart of this Seventh Supplemental Indenture executed by the Company and the Successor Company.
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Section 5. Reference to the Indenture.
(c) | The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed. |
Section 6. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 105 of the Indenture shall be addressed to the Successor Company as follows:
SouthState Bank Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
Attention: Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Section 7. Execution in Counterparts. This Seventh Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
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Section 8. Governing Law; Binding Effect. This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.
Section 9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and effective as of August 31, 2025, by their respective officers thereunto duly authorized.
SouthState Corporation | ||
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By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ V | |
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ V | |
Title: | Chief Financial Officer | |
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SouthState Bank Corporation | ||
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By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ V | |
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ V | |
Title: | Chief Financial Officer | |
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▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee | ||
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By: | Computershare Trust Company, N.A., as Agent and Attorney-in-Fact | |
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By: | ||
Name: | | |
Title: | |
[Signature Page to Supplemental Indenture (Seventh) – 4.00% Fixed – to – Floating Sub Note due 2030]
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and effective as of August 31, 2025, by their respective officers thereunto duly authorized.
SouthState Corporation | ||
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By: | | |
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ V | |
Title: | Chief Financial Officer | |
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SouthState Bank Corporation | ||
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By: | ||
Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ V | |
Title: | Chief Financial Officer | |
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▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee | ||
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By: | Computershare Trust Company, N.A., as Agent and Attorney-in-Fact | |
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By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Title: | Vice President |
[Signature Page to Supplemental Indenture (Seventh) – 4.00% Fixed – to – Floating Sub Note due 2030]
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