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EXHIBIT 1.1
BANCORPSOUTH CAPITAL TRUST I
$75,000,000
[ ] % Capital Trust Pass-through Securities
(Liquidation Amount $1,000 per Capital Trust
Pass-through Security) fully and unconditionally
guaranteed, as described herein,
by
BANCORPSOUTH, INC.
Underwriting Agreement
New York, New York
September , 1997
Salomon Brothers Inc
Xxxxx, Xxxxxxxx & Xxxxx, Inc.
As Representatives of the several Underwriters
c/o Salomon Brothers Inc
Seven Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
BancorpSouth Capital Trust I, a Delaware statutory business
trust (the "Trust"), and BancorpSouth, Inc., a Mississippi corporation, (the
"Company"), as depositor of the Trust and as guarantor, propose to sell to the
underwriters named in Schedule I hereto (the "Under writers"), for whom you
(the "Representatives") are acting as representatives, 75,000 of the Trust's [
]% Capital Trust Pass-through Securities, liquidation amount $1,000 per Capital
Trust Pass-through Security (the "Capital Securities" and, together with the
Guarantee (as defined), the "Securities"). The Securities will represent
undivided beneficial ownership interests in the assets of the Trust, will be
guaranteed by the Company as to the payment of distributions, and as to
payments on liquidation or redemption, to the extent set forth in a guarantee
agreement (the "Guarantee") dated as of [ ], 1997 between the Company and
Bankers Trust Company, a New York banking corporation validly existing under
the laws of the state of New York, as trustee (the "Guarantee Trustee"). The
Securities are to be issued pursuant to the Amended and Restated Declaration of
Trust (the "Declaration") dated as
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of [ ], 1997 among Xxxxxx X. Xxxxxxxxx and L. Xxxx Xxxxx, Jr. (each an
"Administrative Trustee" and, collectively, the "Administrative Trustees"),
Bankers Trust Company, as property trustee (the "Property Trustee"), Bankers
Trust (Delaware), a Delaware banking corporation, as Delaware trustee (the
"Delaware Trustee") and the Company, as depositor. The proceeds of the sale by
the Trust of the Securities and its Common Securities, liquidation amount
$1,000 per Common Security (the "Common Securities"), are to be invested in the
[ ]% Junior Subordinated Debt Securities (the "Debt Securities") of the Company
having an aggregate principal amount equal to the aggregate liquidation amount
of the Capital Securities and the Common Securities, to be issued pursuant to a
Junior Subordinated Indenture, as supplemented from time to time (the
"Indenture"), dated as of [ ], 1997 between the Company and Bankers Trust
Company, as Trustee (the "Indenture Trustee").
1. Representations and Warranties. Each of the
Company and the Trust represents and warrants to, and agrees
with, each Underwriter as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in
paragraph (c) hereof.
(a) The Company and the Trust meet the requirements for use
of Form S-3 under the Securities Act of 1933 (the "Act") and have
filed with the Securities and Exchange Commission (the "Commission") a
registration statement (file number 333-[ ]) on such Form, including a
related preliminary prospectus, for the registration under the Act of
the offering and sale of the Securities. The Company and the Trust may
have filed one or more amendments thereto, including the related
preliminary prospectus, each of which has previously been furnished to
you. The Company and the Trust will next file with the Commission one
of the following: (i) prior to effectiveness of such regis tration
statement, a further amendment to such regis tration statement,
including the form of final prospec tus, (ii) a final prospectus in
accordance with Rules 430A and 424(b)(1) or (4), or (iii) a final
prospectus in accordance with Rules 415 and 424(b)(2) or (5). In the
case of clause (ii), the Company and the Trust have included in such
registration statement, as amended at the Effective Date, all
information (other than Rule 430A Information) required by the Act and
the rules thereunder to be included in the Prospectus with respect to
the Securities and the offering thereof. As filed, such amendment and
form of final prospectus, or such final prospectus, shall contain all
Rule 430A
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Information, together with all other such required information, with
respect to the Securities and the offering thereof and, except to the
extent the Representatives shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the latest
Preliminary Prospectus) as the Company and the Trust have advised you,
prior to the Execution Time, will be included or made therein. If the
Registration State ment contains the undertaking specified by
Regulation S-K Item 512(a), the Registration Statement, at the
Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did or
will, and when the Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the Prospectus
(and any supple ments thereto) will, comply in all material respects
with the applicable requirements of the Act, the Securities Exchange
Act of 1934 (the "Exchange Act") and the Trust Indenture Act of 1939
(the "Trust Inden ture Act") and the respective rules thereunder; on
the Effective Date, the Registration Statement did not or will not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; on the Effective Date and
on the Closing Date the Indenture did or will comply in all material
respects with the requirements of the Trust Indenture Act and the
rules thereunder; and, on the Effective Date, the Prospectus, if not
filed pursuant to Rule 424(b), did not or will not, and on the date of
any filing pursuant to Rule 424(b) and on the Closing Date, the
Prospectus (together with any supplement thereto) will not, include
any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
provided, however, that neither the Trust nor the Company makes any
representations or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee
or (ii) the information contained in or omitted from the Regis tration
Statement or the Prospectus (or any supplement thereto) in reliance
upon and in conformity with
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information furnished in writing to the Company by or on behalf of any
Underwriter through the Representa tives specifically for inclusion in
the Registration Statement or the Prospectus (or any supplement
thereto).
(c) The terms which follow, when used in this Agreement,
shall have the meanings indicated. The term "the Effective Date" shall
mean each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective and each
date after the date hereof on which a document incorporated by
reference in the Registration Statement is filed. "Execution Time"
shall mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Preliminary Prospectus" shall mean
any preliminary prospectus referred to in paragraph (a) above and any
preliminary prospectus included in the Registration Statement at the
Effective Date that omits Rule 430A Information. "Prospectus" shall
mean the prospectus relating to the Securities that is first filed
pursuant to Rule 424(b) after the Execution Time or, if no filing
pursuant to Rule 424(b) is required, shall mean the form of final
prospectus relating to the Securities included in the Registration
Statement at the Effective Date. "Registration Statement" shall mean
the registration statement referred to in paragraph (a) above,
including incorporated documents, exhibits and financial statements,
as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and,
in the event any post-effective amendment thereto becomes effective
prior to the Closing Date (as hereinafter defined), shall also mean
such registration statement as so amended. Such term shall include any
Rule 430A Information deemed to be included therein at the Effective
Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and
"Regulation S-K" refer to such rules or regulation under the Act.
"Rule 430A Information" means information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule
430A. Any reference herein to the Registration Statement, a
Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue
date of such Preliminary Prospectus or the Prospectus, as the case
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may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement, or the issue date of
any Preliminary Prospectus or the Prospectus, as the case may be,
deemed to be incorporated therein by reference.
(d) Neither the Company nor the Trust is an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended (together with the rules and regulations thereunder, the
"Investment Company Act"), and after giving effect to the offer and
sale of the Securities and the application of the proceeds thereof as
described in the Prospectus, neither will be an "investment company"
as defined in the Investment Company Act.
(e) The Company is subject to and in compliance in all
material respects with the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act.
(f) Neither the Company nor the Trust has paid or agreed to
pay to any person any compensation for soliciting another to purchase
any of the Securities (except as contemplated by this Agreement).
(g) The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Business Trust
Act, 12 Del. C. 3801, et seq. (the "Business Trust Act") with the
power and authority to own property and to conduct its business as
described in the Prospectus and to enter into and perform its
obligations under this Agreement, the Indenture, the Declaration and
the Securities. The Trust is duly qualified to transact business as a
foreign entity and is in good standing in each jurisdiction in which
such qualification is necessary, except where the failure to so
qualify or be in good standing would not have a material adverse
effect on the Trust. The Trust is not a party to or otherwise bound by
any agreement other than this Agreement, the Indenture, the
Declaration and the Securities.
(h) The Declaration has been duly authorized by the Company
and, on the Closing Date, will have been duly executed and delivered
by the Company and the Administrative Trustees, and, assuming due
authorization, execution and delivery by the Delaware
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Trustee and the Property Trustee, be a valid and binding obligation of
the Company and the Administrative Trustees, enforceable against them
in accordance with its terms, subject to applicable bankruptcy,
insolvency, and similar laws affecting creditors' rights generally and
to general principles of equity ("Bankruptcy and Equity") and except
that the indemnification provisions may be limited by federal or state
securities laws or the public policy underlying such laws ("Public
Policy"). Each of the Administrative Trustees of the Trust is an
employee of the Company and has been duly authorized by the Company to
execute and deliver the Declaration.
(i) Each of the Guarantee and the Indenture has been duly
authorized by the Company and, on the Closing Date will have been duly
executed and delivered by the Company, and, assuming due
authorization, execution and delivery by the Guarantee Trustee, in the
case of the Guarantee and by the Indenture Trustee, in the case of the
Indenture, will be a valid and binding obligation of the Company
enforceable against it in accordance with its terms, subject to
Bankruptcy and Equity, and except that the indemnification provisions
may be limited by federal or state laws or Public Policy.
(j) The Capital Securities and the Common Securities have
been duly authorized by the Declaration and, when issued and delivered
against payment therefor on the Closing Date to the Underwriters, in
the case of the Capital Securities, and to the Company, in the case of
the Common Securities, will be validly issued and represent undivided
beneficial interests in the assets of the Trust. The issuance of
neither the Capital Securities nor the Common Securities is subject to
preemptive or other similar rights. On the Closing Date, all of the
issued and outstanding Common Securities of the Trust will be directly
owned by the Company free and clear of any pledge, security interest,
claim, lien or other encumbrance.
(k) The Debt Securities have been duly authorized by the
Company and, at the Closing Date, will have been duly executed and
delivered to the Indenture Trustee for authentication in accordance
with the Indenture, and, when authenticated in the manner provided for
in the Indenture and delivered against payment therefor as described
in the Prospectus, will constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture enforceable
against the
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Company in accordance with their terms, subject to Bankruptcy and
Equity.
(l) This Agreement has been duly executed and
delivered by the Company and the Trust.
(m) This Agreement, the Indenture, the Declaration, and the
Securities will on the Closing Date conform in all material respects
to the descriptions thereof contained in the Prospectus.
(n) The Trust is not in violation of the Declaration or any
provision of the Business Trust Act. The execution, delivery and
performance of this Agreement, the Indenture, the Declaration and the
Securities to which it is a party by the Company or the Trust, and the
consummation of the transactions contemplated herein or therein, will
not conflict with or constitute a breach of, or a default under, or
result in the creation or imposition of any lien, charge or other
encumbrance upon any property or assets of the Trust, the Company or
any of the Company's subsidiaries pursuant to any contract, indenture,
mortgage, loan agreement, note lease or other instrument to which the
Trust, the Company or any of its subsidiaries is a party or by which
it or any of them may be bound, or to which any of the property or
assets of any of them is subject, except for a conflict, breach,
default, lien, charge or encumbrance which could not reasonably be
expected to have a material adverse effect on the consummation of the
transactions contemplated herein or therein, nor will such action
result in a violation of the Declaration or the Business Trust Act.
(o) The Company is a duly organized and validly existing
corporation in good standing under the laws of the State of
Mississippi and is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, and has the corporate
power and authority to own its properties and conduct its business as
described in the Prospectus; BancorpSouth Bank (the "Bank") is a duly
organized and validly existing Mississippi chartered commercial bank
and continues to hold a valid certificate to do business as such and
has full power and authority to conduct its business as such; and,
except as set forth in the Prospectus, each of the Company and the
Bank is in all material respects in compliance with all laws, rules,
regulations, directives and published interpretations issued or
administered by, all conditions imposed in
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writing by and all agreements entered into with, any bank regulatory
agency, authority or body having jurisdiction over the Company or the
Bank or any of their respective assets, operations or businesses; each
of the Company and the Bank holds all material licenses, certificates
and permits from governmental authorities necessary for the conduct of
its business as described in the Prospectus; and other than the Bank,
there is no significant subsidiary of the Company, as that term is
defined in Rule 1-02(v) of Regulation S-X, and there are no other
subsidiaries of the Company which individually, or in the aggregate,
own or lease property or conduct business which is material to the
properties or business of the Company and its subsidiaries taken as a
whole.
(p) The Bank is duly authorized, and the Company is duly
qualified as a foreign corporation, to do business and are in good
standing in all jurisdictions in which such authorization or
qualification is required and in which the failure to be so authorized
or to qualify, as the case may be, could reasonably be expected to, in
the aggregate, have any material adverse effect upon the business,
condition or properties of the Company and its subsidiaries taken as a
whole.
2. Purchase and Sale. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company and the Trust agree that the Trust will sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from the Trust,
at a purchase price of $[ ] per Security, plus accrued distributions, if any,
on the Securities from , 1997, to the Closing Date, the number of
Securities set forth opposite such Underwriter's name in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the
Securities shall be made at 10:00 AM, New York City time, on [ ], 1997, or such
later date (not later than [ ], 1997) as the Representatives shall designate,
which date and time may be postponed by agreement among the Representatives,
the Trust and the Company or as provided in Section 9 hereof (such date and
time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire
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transfer payable in same day funds. Delivery of the Securities shall be made at
such location as the Representa tives shall reasonably designate at least one
business day in advance of the Closing Date and payment for the Securities
shall be made at the office of Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx. Certificates for the Securities shall be registered in such
names and in such denominations as the Representatives may request not less
than three full business days in advance of the Closing Date.
The Company agrees to have the Securities avail able for
inspection, checking and packaging by the Represen tatives in New York, New
York, not later than 1:00 PM on the business day prior to the Closing Date.
4. Offering by Underwriters. It is understood
that the several Underwriters propose to offer the Securi
ties for sale to the public as set forth in the Prospectus.
5. Agreements. Each of the Company and the Trust
agree with the several Underwriters that:
(a) The Company and the Trust will use their best efforts to
cause the Registration Statement, if not effective at the Execution
Time, and any amendment thereof, to become effective. Prior to the
termination of the offering of the Securities, neither the Company nor
the Trust will file any amendment of the Registration Statement or
supplement to the Prospectus unless the Company and the Trust have
furnished you a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, if the Registration
Statement has become or becomes effective pursuant to Rule 430A, or
filing of the Prospectus is otherwise required under Rule 424(b), the
Company and the Trust will cause the Prospectus, properly completed,
and any supplement thereto to be filed with the Commission pursuant to
the applicable paragraph of Rule 424(b) within the time period pre
scribed and will provide evidence satisfactory to the Representatives
of such timely filing. The Company and the Trust will promptly advise
the Representatives (i) when the Registration Statement, if not
effective at the Execution Time, and any amendment thereto, shall have
become effective, (ii) when the Prospectus, and any supplement
thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b), (iii) when, prior to termination of the
offering of the Securities, any amendment to the Registration
Statement
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shall have been filed or become effective, (iv) of any request by the
Commission for any amendment of the Registration Statement or
supplement to the Prospectus or for any additional information, (v) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (vi) of the receipt
by the Company or the Trust of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company and the Trust will use their best efforts to
prevent the issuance of any such stop order and, if issued, to obtain
as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Prospec tus as then supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if
it shall be necessary to amend the Registration Statement or
supplement the Prospectus to comply with the Act or the Exchange Act
or the respective rules thereunder, the Company and the Trust promptly
will (i) prepare and file with the Commission, subject to the second
sentence of paragraph (a) of this Section 5, an amendment or
supplement which will correct such statement or omission or effect
such compliance and (ii) supply any supplemented Prospectus to you in
such quantities as you may reasonably request.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.
(d) The Company and the Trust will furnish to the
Representatives and counsel for the Underwriters, without charge,
signed copies of the Registration Statement (including exhibits
thereto) and to each other Underwriter a copy of the Registration
Statement (without exhibits thereto) and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by the Act, as
many copies of each Preliminary
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Prospectus and the Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company will pay the
expenses of printing or other production of all documents relating to
the offering.
(e) The Company will arrange for the qualifica tion of the
Securities for sale under the laws of such jurisdictions as the
Representatives may designate, will maintain such qualifications in
effect so long as required for the distribution of the Securities and
will arrange for the determination of the legality of the Securities
for purchase by institutional investors.
(f) The Company will not, until the first business day
following the Closing Date, without prior written consent of the
Representatives, offer, sell or contract to sell, or otherwise dispose
of, directly or indirectly, or announce the offering of, any debt
securities issued or guaranteed by the Company (other than the
Securities).
(g) Each of the Company and the Trust confirm as of the date
hereof that it is in compliance with all provisions of Section 1 of
Laws of Florida, Chapter 92- 198, An Act Relating to Disclosure of
Doing Business with Cuba, and the Company further agrees that if it
commences engaging in business with the government of Cuba or with any
person or affiliate located in Cuba after the date the Registration
Statement becomes or has become effective with the Securities and
Exchange Commission or with the Florida Department of Banking and
Finance (the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any, concerning the
Company's business with Cuba or with any person or affiliate located
in Cuba changes in any material way, the Company will provide the
Department notice of such business or change, as appropriate, in a
form acceptable to the Department.
6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
and the Trust contained herein as of the Execution Time and the Closing Date,
to the accuracy of the statements of the Company and the Trust made in any
certificates pursuant to the provisions hereof, to the performance by the
Company and the Trust of their obligations hereunder and to the following
additional conditions:
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(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in
writing to a later time, the Registration Statement will become
effective not later than (i) 6:00 PM New York City time, on the date
of determination of the public offering price, if such determination
occurred at or prior to 3:00 PM New York City time on such date or
(ii) 12:00 Noon on the business day following the day on which the
public offering price was determined, if such determination occurred
after 3:00 PM New York City time on such date; if filing of the
Prospectus, or any supplement thereto, is required pursuant to Rule
424(b), the Prospectus, and any such supplement, will be filed in the
manner and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company and the Trust shall have furnished to the
Representatives one or more opinions of Riley, Ford, Xxxxxxxx & Cork,
P.A., counsel to the Company, and of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, A
Professional Limited Liability Company, special counsel to the Company
and the Trust, dated the Closing Date, to the effect that:
(i) the Company is a validly existing corporation
in good standing under the laws of the State of Mississippi
and is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, and has the
corporate power and authority to own its properties and
conduct its business as described in the Prospectus; the Bank
is a validly existing Mississippi chartered commercial bank,
and continues to hold a valid certificate to do business as
such and has full power and authority to conduct its business
as such; each of the Company and the Bank holds all material
licenses, certificates and permits from governmental
authorities necessary for the conduct of its business as
described in the Prospectus; and other than the Bank, to the
knowledge of such counsel, there is no significant subsidiary
of the Company, as that term is defined in Rule 1-02(v) of
Regulation S-X;
(ii) The Bank is duly authorized, and the
Company is duly qualified as a foreign
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corporation, to do business and are in good standing in all
jurisdictions in which such authorization or qualification is
required and in which the failure to be so authorized or to
qualify, as the case may be, could reasonably be expected to,
in the aggregate, have any material adverse effect upon the
business, condition or properties of the Company and its
direct and indirect subsidiaries taken as a whole;
(iii) all the outstanding shares of capital stock of
the Bank have been duly and validly authorized and issued and
are fully paid and nonassessable and are owned by the Company
either directly or through wholly owned subsidiaries free and
clear of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any other
security interests, claims, liens or encumbrances;
(iv) the Company's authorized equity capitalization
is as set forth in the Prospectus and the Securities, the
Debt Securities and the Common Securities conform to the
description thereof contained in the Prospectus; the holders
of the outstanding shares of capital stock of the Company are
not entitled to any preemptive or other rights to subscribe
for the Securities, the Debt Securities or the Common
Securities pursuant to Mississippi law or the Company's
charter, and to the knowledge of such counsel after due
inquiry, such counsel is not aware of the existence of such
rights pursuant to any agreement;
(v) to the knowledge of such counsel, after due
inquiry, (A) there is no pending or threatened action, suit
or proceeding before any court or governmental agency,
authority or body or any arbitrator involving the Company,
the Trust or the Bank of a character required to be disclosed
in the Prospectus which is not so disclosed; and (B) there is
no franchise, contract or other document of a character
required to be described in the Prospectus, which is not so
described;
(vi) this Agreement has been duly authorized,
executed and delivered by the Company;
(vii) the Registration Statement has become
effective under the Act; any required filing of
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the Prospectus, and any supplements thereto, pursuant to Rule
424(b) has been made in the manner and within the time period
required by Rule 424(b); to the best knowledge of such coun
sel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for
that purpose have been instituted or threatened and the
Registration Statement and the Prospectus (other than the
financial state ments and other financial and statistical
informa tion contained therein as to which such counsel need
express no opinion) comply as to form in all material
respects with the applicable requirements of the Act, the
Exchange Act and the Trust Inden ture Act and the respective
rules thereunder; and such counsel has no reason to believe
that at the Effective Date the Registration Statement con
tained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading or
that the Prospectus includes any untrue statement of a
material fact or omits to state a material fact necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(viii) the Indenture has been duly authorized,
executed and delivered, and constitutes a valid and binding
instrument enforceable against the Company in accordance with
its terms (subject, as to the enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors' rights generally from time
to time in effect); the Debt Securities have been duly and
validly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered
to and paid for by the Trust, will constitute legal, valid
and binding obligations of the Company entitled to the
benefits of the Indenture;
(ix) the Guarantee has been duly authorized,
executed and delivered, and constitutes a valid and binding
instrument enforceable against the Company in accordance with
its terms (subject (a) as to the enforcement of remedies, as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to
or affecting rights of creditors generally or by general
principles of
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equity and (b) as to the effect of federal or
state law or public policy on the indemnification
provisions contained therein);
(x) Upon the Closing, all of the issued and
outstanding Common Securities will be owned directly by the
Company free and clear of any security interest, claims,
liens or encumbrances;
(xi) no consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by the Company or the Trust of the
transactions contemplated by this Agreement, the
Declaration, the Indenture and the Guarantee, except such as
may be required under the blue sky or securities laws of any
jurisdiction in connection with the purchase and sale of the
Securities by the Underwriters and such other approvals
(specified in such opinion) as have been obtained, and except
in connection with the registration of the Securities and the
Debt Securities;
(xii) neither the issue and sale of the Securities
or the Debt Securities, the execution and delivery of the
Declaration, the Indenture or the Guarantee, the consummation
of any other of the transactions herein or therein
contemplated nor the fulfillment of the terms hereof or
thereof will conflict with, result in a breach or violation
of, or constitute a default under or violate (A) any of the
terms, conditions or provisions of the Articles of
Incorporation or by-laws of the Company, the Banks or the
Declaration, (B) to the knowledge of such counsel, after due
inquiry, any of the terms, conditions or provisions of any
material document, agreement or other instrument to which the
Company, the Banks, or the Trust is a party or by which any
of them or their property is bound, (C) any law or regulation
normally applicable to transactions of this type or, to the
knowledge of such counsel after due inquiry, any judgment,
order, decree or ruling applicable to the Company, the Bank
or the Trust of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction
over the Company, the Bank or the Trust;
(xiii) neither the Company nor the Trust is
an "investment company" within the meaning of the
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Investment Company Act, and after giving effect to the offer
and sale of the Securities and the application of the
proceeds thereof as described in the Prospectus, neither will
be an "investment company" as defined in the Investment
Company Act.
(xiv) the Securities, the Common Securities, the
Debt Securities and each of the Guarantee, the Indenture and
the Declaration conform in all material respects to the
descriptions thereof contained in the Prospectus; and
(xv) the statements of legal matters, documents or
proceedings, and legal conclusions, if any, set forth in the
Prospectus under the headings "Description of Capital
Securities", "Description of Junior Subordinated Debt
Securities", "Relationship Among the Capital Securities, the
Junior Subordinated Debt Securities and the Guarantee" and
"Description of the Guarantee" fairly present the information
called for and fairly summarize the matters referred to
therein.
In rendering such opinion, such counsel may rely, as to
matters of fact, to the extent they deem proper, on certificates of responsible
officers of the Company, the Trust and public officials. With respect to
matters of Mississippi law, such counsel may rely on an opinion of Mississippi
counsel addressed to and for the benefit of such counsel.
All references in this Section 6(b) to the Prospectus shall
be deemed to include any amendment or supplement thereto at the Closing Date.
(c) The Company and the Trust shall have furnished to the
Representatives the opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, A
Professional Limited Liability Company, special tax counsel to the
Company and the Trust, dated the Closing Date, to the effect
that:
(i) the Trust is and will be classified as a
grantor trust and not as a partnership or an
association taxable as a corporation;
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(ii) the Debt Securities will be classified
for United States federal income tax purposes as
indebtedness of the Company; and
(iii) although the statements set forth under the
heading "Certain United States Federal Income Tax
Consequences" in the Prospectus do not purport to discuss all
possible United States federal income tax consequences of the
purchase, ownership and disposition of the Securities, such
statements fairly and accurately summarize the United States
federal income tax consequences of the purchase, ownership
and disposition of the Securities in all material respects.
(d) The Company and the Trust shall have furnished to the
Representatives the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A.,
special Delaware counsel to the Trust, dated the Closing Date, to the
effect that:
(i) the Trust has been duly created and is validly
existing in good standing as a business trust under the
Delaware Business Trust Act, and all filings required under
the laws of the State of Delaware with respect to the
creation and valid existence of the Trust as a business trust
have been made;
(ii) under the Delaware Business Trust Act and the
Declaration, the Trust has the trust power and authority to
own its property and conduct its business, all as described
in the Declaration;
(iii) This Agreement has been duly
executed and delivered by the Trust;
(iv) the Declaration constitutes a valid and
binding obligation of the Company and the trustees of
the Trust, and is enforceable against the Company and the
trustees of the Trust in accordance with its terms, subject
to Bankruptcy and Equity and Public Policy;
(v) under the Delaware Business Trust Act and the
Declaration, the Trust has the trust power and authority (i)
to execute and deliver, and to perform its obligations under,
this Agreement, and (ii) to issue and
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perform its obligations under the Securities
and the Common Securities;
(vi) under the Delaware Business Trust Act and the
Declaration, the execution and delivery by the Trust of this
Agreement, and the performance by the Trust of its
obligations hereunder, have been duly authorized by all
necessary trust action on the part of the Trust;
(vii) the Capital Securities have been duly
authorized by the Declaration and, when authenticated and
paid for, will be duly and validly issued and fully paid and
nonassessable undivided beneficial interests in the assets of
the Trust, entitled to the benefits of the Declaration; the
holders, as beneficial owners of the Trust, will be entitled
to the same limitation of personal liability extended to
stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware;
provided, however, that the holders may be obligated,
pursuant to the Declaration, (A) to provide indemnity and/or
security in connection with and pay taxes or governmental
charges arising from transfers or exchanges of Securities
certificates and the issuance of replacement Securities
certificates, and (B) to provide security or indemnity in
connection with requests of or directions to the Property
Trustee to exercise its rights and powers under the
Declaration.
(viii) under the Delaware Business Trust Act and the
Declaration, the issuance of the Capital Securities and the
Common Securities is not subject to preemptive rights;
(ix) the Common Securities have been duly
authorized by the Declaration and, when authenticated and
paid for, will be duly and validly issued and fully
paid undivided beneficial interests in the assets of the
Trust, entitled to the benefits of the Declaration; and
(x) the (a) purchase of the Debt Securities by the
Trust and, (b) the distribution of the Debt Securities by the
Trust in the circumstances contemplated by the Declaration,
and (c) the performance by the Trust of this Agreement and
the consummation of the transactions contemplated
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hereunder, will not conflict with or result in a breach or
violation of any of the terms or provisions of the
certificate of the Trust or the Declaration or any statute,
order, rule or regulation of the State of Delaware or any
governmental agency or body of the State of Delaware having
jurisdiction over the Trust or any of its properties.
(e) Bankers Trust Company shall have furnished to the
Representatives the opinion of Xxxxxx & Xxxxxxx, special counsel to
Bankers Trust Company, dated the Closing Date, to the effect that:
(i) Bankers Trust Company has been duly
incorporated and is validly existing as a banking
corporation in good standing under the laws of the State of
New York;
(ii) no consent, approval, authorization or order of
any federal or New York State banking authority is required
for the consummation of the transactions contemplated by the
Declaration, the Indenture or the Guarantee by the Property
Trustee, the Indenture Trustee or the Guarantee Trustee,
respectively; and
(iii) neither the execution and delivery of the
Declaration, the Indenture or the Guarantee, the consummation
of any other of the transactions herein or therein
contemplated nor the fulfillment of the terms hereof or
thereof will conflict with, result in a breach or violation
of, or constitute a default under the charter or by-laws of
Bankers Trust Company.
(f) Bankers Trust (Delaware) shall have furnished to the
Representatives the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A.,
special counsel to Bankers Trust (Delaware), dated the Closing Date,
to the effect that Bankers Trust (Delaware) has been duly incorporated
and is validly existing as a banking corporation in good standing
under the laws of the State of Delaware; and has full corporate power
and authority to act as trustee of a statutory business trust under
the laws of the State of Delaware.
(g) The Representatives shall have received from Cravath,
Swaine & Xxxxx, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with
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respect to the issuance and sale of the Securities, the Indenture, the
Registration Statement, the Prospectus (together with any supplement
thereto) and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(h) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board and
Chief Executive Officer and the principal financial or accounting
officer of the Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the Registration
Statement, the Prospectus, any supplement to the Prospectus and this
Agreement and that:
(i) the representations and warranties of the
Company and the Trust in this Agreement are true and correct
in all material respects on and as of the Closing Date with
the same effect as if made on the Closing Date and the
Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied
at or prior to the Closing Date;
(ii) no stop order suspending the effective ness of
the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the Company's
knowledge, threat ened; and
(iii) since the date of the most recent xxxxx cial
statements included in the Prospectus (exclu sive of any
supplement thereto), there has been no material adverse
change in the condition (xxxxx cial or other), earnings,
business or properties of the Company and its subsidiaries,
whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated in
the Prospectus (exclusive of any supplement thereto).
(i) At the Execution Time and at the Closing Date, KPMG Peat
Marwick LLP shall have furnished to the Representatives a letter or
letters, dated respectively as of the Execution Time and as of the
Closing Date, in form and substance satisfactory to the
Representatives, in accordance with Statement on Auditing Standards
No. 72, Letters for Underwriters and Certain Other
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Requesting Parties, issued by the Auditing Standards Board of the
American Institute of Certified Public Accountants.
(j) Subsequent to the Execution Time or, if earlier, the
dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Prospectus (exclusive of
any supple ment thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in paragraph
(i) of this Section 6 or (ii) any change, or any development involving
a prospective change, in or affecting the business or properties of
the Company and its subsidiaries the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securities
as contemplated by the Registration Statement (exclu sive of any
amendment thereof) and the Prospectus (exclusive of any supplement
thereto).
(k) Subsequent to the Execution Time, there shall not have
been any decrease in the rating of any of the Company's debt
securities by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act)
or any notice given of any intended or potential decrease in any such
rating or of a possible change in any such rating that does not
indicate the direction of the possible change.
(l) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Repre sentatives may reasonably
request.
If any of the conditions specified in this Sec tion 6 shall
not have been fulfilled in all material re spects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Repre sentatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancelation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 6
shall be delivered at the office of Cravath,
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Swaine & Xxxxx, counsel for the Underwriters, at Worldwide Plaza, 000 Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the Closing Date.
7. Reimbursement of Underwriters' Expenses. If the sale of
the Securities provided for herein is not con summated because any condition to
the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or because
of any refusal, inability or failure on the part of the Company or the Trust to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless each Under writer, the directors, officers,
employees and agents of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the
registration of the Securities as originally filed or in any amendment
thereof, or in any Preliminary Prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party, as incurred, for any
reasonable legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or
is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion therein. This indemnity
agreement will be in
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addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the
statements set forth in [the last paragraph of the cover page and under the
heading "Underwriting"] in any Preliminary Prospectus and the Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Prospectus or the
Prospectus, and you, as the Representatives, confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writ ing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall
be entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemni fying party
shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by the indem nified party or parties except as set forth
below); provid ed, however, that such counsel shall be satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees,
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costs and expenses of such separate counsel if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnify ing party. An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribu tion may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one or more of
the Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company and by the Underwriters from the
offering of the Securities; provided, however, that in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securi ties) be responsible for any amount in
excess of the under writing discount or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavail able for any reason, the Company and
the Underwriters shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and of the Underwriters in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations.
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Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the offering (before deduct ing expenses), and benefits received
by the Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of the
Prospectus. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
Company or the Underwriters. The Company and the Underwrit ers agree that it
would not be just and equitable if contri bution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresenta tion. For
purposes of this Section 8, each person who controls an Underwriter within the
meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to contribution
as such Underwriter, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase
shall constitute a default in the performance of its or their obligations under
this Agreement, the remaining Underwriters shall be obligated severally to take
up and pay for (in the respective proportions which the principal amount of
Securi ties set forth opposite their names in Schedule I hereto bears to the
aggregate liquidation amount of Securities set forth opposite the names of all
the remaining Underwriters) the Securities which the defaulting Underwriter or
Under writers agreed but failed to purchase; provided, however, that in the
event that the aggregate liquidation amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate liquidation amount of Securities set forth in Schedule I hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securi ties, this Agreement
will terminate without liability to any
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nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representa tives, by notice given
to the Company prior to delivery of and payment for the Securities, if prior to
such time (i) trading in the Company's Common Stock shall have been suspended
by the Commission or the New York Stock Exchange or trading in securities
generally on the New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established on such Exchange, (ii) a banking
moratorium shall have been declared either by f federal, Mississippi or
Tennessee or New York State authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Prospectus (exclusive of any
supplement thereto).
11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company and the Trust or their officers or trustees and of
the Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter or the Company or the Trust or any of the officers, directors
or controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 7 and 8
hereof shall survive the termination or cancelation of this Agreement.
12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telegraphed and confirmed to them, care of Salomon
Brothers Inc, at Xxxxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000; or, if
sent to the Company, will be mailed, delivered or tele-
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graphed and confirmed to it at Xxx Xxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000,
Attention: Xxxxx X. Xxxxxxx, Secretary.
13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of laws thereof.
15. Counterparts. This instrument may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
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If the foregoing is in accordance with your under standing of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Trust and the several Underwriters.
Very truly yours,
BANCORPSOUTH CAPITAL TRUST I
By:
-----------------------------
Name:
Title: Administrative Trustee
BANCORPSOUTH, INC.,
By:
-----------------------------
Name:
Title:
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The foregoing Agreement is hereby confirmed
and accepted as of the date first above written:
Salomon Brothers Inc
Xxxxx, Xxxxxxxx & Xxxxx, Inc.
By: SALOMON BROTHERS INC
By:
----------------------------
Name:
Title:
30
SCHEDULE I
Number of
Securities
Underwriters to be Purchased
------------ ---------------
Salomon Brothers Inc..........................................................
Xxxxx, Xxxxxxxx & Xxxxx, Inc. ................................................
---------------
Total....................................................................
===============
