Exhibit 4.1


 


EXECUTION VERSION


 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE
dated as of March 1, 2022 is by and among U.S. Bank Trust Company, National Association (herein, together with its successors in interest,
the "Trustee"), SouthState Corporation, a South Carolina corporation (the "Successor Company"), and Atlantic Capital
Bancshares, Inc., a Georgia corporation (the "Company").


 


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:


 


PRELIMINARY STATEMENTS


 


The Trustee (as successor
in interest to U.S. Bank National Association) and the Company are parties to that certain Indenture dated as of August 20, 2020 (as amended,
supplemented or otherwise modified from time to time, the "Indenture"), providing for the issuance of those certain 5.50% Fixed-to-Floating
Rate Subordinated Notes due 2030 (the “Outstanding Subordinated Notes”).


 


As permitted by the terms
of the Indenture, the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge (referred to herein
and for purposes of Article VII of the Indenture as the "Merger") with and into Successor Company, with the Successor Company
as the surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with,
Section 701 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 them in the Indenture except as otherwise provided herein or unless the context otherwise requires.


 


Section 2. Interpretation.


 


		(a)	In this First 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 First 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 First Supplemental Indenture or the Indenture, 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 First Supplemental Indenture or the Indenture;



 




    	 



     


    




 


		(v)	reference to any agreement, document or instrument means such agreement, document or instrument as amended,
supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as
well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension
or renewal thereof or in substitution or replacement therefor;



 


		(vi)	reference to any Section means such Section of this First Supplemental Indenture; and



 


		(vii)	the word "including" (and with correlative meaning "include") means including without
limiting the generality of any description preceding such term.



 


		(b)	No provision in this First 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.


 


		(a)	Pursuant to, and in compliance and accordance with, Section 701 of the Indenture, the Successor Company
hereby expressly and unconditionally assumes the due and punctual payment of the principal of, and interest on, all of the Outstanding
Subordinated Notes in accordance with their terms, and the due and punctual performance and observance of each and every obligation in
the Indenture on the part of the Company to be performed and observed, all as if the Successor Company were the Company thereunder.



 


		(b)	Pursuant to, and in compliance and accordance with, Section 702 of the Indenture, the Successor Company
succeeds to and, is substituted for, and may exercise every right and power of, the Company under the Indenture, with the same effect
as if the Successor Company had originally been named in the Indenture as the Company.



 


Section 4. Representations
and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and
deliver this First Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) it is the successor of the
Company pursuant to a valid merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the
laws of the State of South Carolina, (d) both immediately before and after giving effect to the Merger and this First Supplemental Indenture,
no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred
and is continuing and (e) this First Supplemental Indenture is executed and delivered pursuant to Section 801 and Article VIII of the
Indenture and does not require the consent of the Holders of the Outstanding Subordinated Notes.


 




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Section 5. Conditions
of Effectiveness. This Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided,
however, that:


 


		(a)	the Trustee shall have executed a counterpart of this Supplemental Indenture and shall have received counterparts
of this Supplemental Indenture executed by the Company and the Successor Company.



 


		(b)	the Trustee shall have received an Officers' Certificate certifying that this Supplemental Indenture complies
with the applicable provisions of the Indenture.



 


		(c)	the Trustee shall have received an Opinion of Counsel certifying that this Supplemental Indenture complies
with the applicable provisions of the Indenture.



 


		(d)	The Successor Company shall have duly executed and filed with the Secretary of States of the State of
South Carolina and the State of Georgia Articles of Merger and a Certificate of Merger, respectively, in connection with the Merger.



 


Section 6. Reference to the Indenture.


 


		(a)	Upon the effectiveness of this Supplemental Indenture, each reference in the Indenture to "this Indenture,"
"hereunder," "herein" or words of like import shall mean and be a reference to the Indenture, as affected, amended
and supplemented hereby.



 


		(b)	Upon the effectiveness of this Supplemental Indenture, each reference in the Outstanding Subordinated
Notes to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such
term, as the case may be, as affected, amended and supplemented hereby.



 


		(c)	The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby
ratified and confirmed.



 


Section 7. 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 Corporation


1101 First Street South


Winter Haven, FL 33880


Attention: Beth DeSimone, Chief Risk Officer and General Counsel


Telephone: (863) 298-3668


Email: bdesimone@southstatebank.com


 




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Section 8. Execution
in Counterparts. This Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together
shall constitute but one and the same instrument.


 


Section 9. Governing
Law; Binding Effect. This 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 10. The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this 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 First Supplemental Indenture to be duly executed and effective as of the day and year first written above,
by their respective officers thereunto duly authorized.


 


	 	U.S BANK TRUST COMPANY,

                                                       NATIONAL ASSOCIATION    

	 	 	 	 
	 	By:	/s/ Mark C. Hallam	  
	 	Name: 	Mark C. Hallam	 
	 	Title: 	Assistant Vice President	 
	 	 	 	 
	 	 	 	 
	 	ATLANTIC CAPITAL BANCSHARES, INC.    
	 	 	 	 
	 	By: 	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	SOUTHSTATE CORPORATION    
	 	 	 	 
	 	By: 	 	 
		Name: 	 	 
	 	Title: 	 	 


 


  


[Signature Page of Supplemental Indenture]


 


 






    	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly executed and effective as of the day and year first written above,
by their respective officers thereunto duly authorized.


 


	 	U.S BANK TRUST COMPANY,

                                                       NATIONAL ASSOCIATION    

	 	 	 	 
	 	By:	 	  
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	 	 	 
	 	ATLANTIC CAPITAL BANCSHARES, INC.    
	 	 	 	 
	 	By: 	/s/ Patrick T. Oakes	 
	 	Name: 	Patrick T. Oakes	 
	 	Title:	Executive Vice President, Chief Financial Officer & Secretary	 
	 	 	 	 
	 	 	 	 
	 	SOUTHSTATE CORPORATION    
	 	 	 	 
	 	By: 	 	 
		Name: 	 	 
	 	Title: 	 	 


 


  


[Signature Page of Supplemental Indenture]


 


 



    	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly executed and effective as of the day and year first written above,
by their respective officers thereunto duly authorized.


 


	 	U.S BANK TRUST COMPANY,

                                                       NATIONAL ASSOCIATION    

	 	 	 	 
	 	By:	 	  
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	 	 	 
	 	ATLANTIC CAPITAL BANCSHARES, INC.    
	 	 	 	 
	 	By: 	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	SOUTHSTATE CORPORATION    
	 	 	 	 
	 	By: 	/s/ John C. Corbett	 
		Name: 	John C. Corbett	 
	 	Title: 	Chief Executive Officer	 


 


  


[Signature Page of Supplemental Indenture]