EXHIBIT 4(c)(i)
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XXXXXX FINANCIAL, INC.
AND
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
Trustee
______________________
FIRST SUPPLEMENTAL INDENTURE
______________________
Dated as of October 13, 1995
______________________
___________________
Subordinated Securities
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FIRST SUPPLEMENTAL INDENTURE dated as of October 13, 1995 between XXXXXX
FINANCIAL, INC., a Delaware corporation (the "Company"), and SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION (the "Trustee").
PRELIMINARY STATEMENTS
A. The Company entered into an Indenture with Shawmut Bank
Connecticut, National Association, as Trustee, as of September 1, 1995, pursuant
to which the Company, from time to time, will issue Subordinated Securities (the
"Indenture"). The Company and the Trustee now wish to amend the Indenture as
set forth herein and below.
B. All things necessary to make this First Supplemental Indenture a
valid agreement of the Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the successor Trustee and its successors in such trust, for the
benefit of those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Amendments to the Indenture.
The terms of the Indenture are hereby amended as follows:
Section 12.02 of the Standard Provisions is amended to read as follows:
The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Registered Securities of any series
may be presented or surrendered for payment or surrendered for
registration of transfer or exchange, where Coupon Securities may be
registered as to principal, and where notices and demand to or upon
the Company in respect of the Securities of such series and this
Indenture may be served, which office or agency shall initially be any
office or agency of the Trustee. However, if no office or agency of
the Trustee for such series is located in the Borough of Manhattan,
The City of New York, such office or agency shall initially be the
principal corporate trust office of an Authenticating Agent designated
pursuant to (S) 8.14. So long as any Coupon Securities or
Unregistered Securities of any series remain Outstanding, the Company
will (except as
specified by the terms of the Securities established as provided in
(S) 3.01) maintain one or more office or agencies outside the United
States in such city or cities as may be specified by the terms of the
Securities of such series, where Coupons appertaining to Securities of
such series or Unregistered Securities of such series may be
surrendered or presented for payment, or surrendered for exchanged
pursuant to (S) 3.05 and where notices and demands to or upon the
Company in respect of Coupons appertaining to Securities of such
series or the Unregistered Securities of such series or of this
Indenture may be served.
The Company will give prompt written notice to the Trustee of the
location and any change in the location, of any such office or agency
and of the name and address of any Securities Registrar and Paying
Agent. If at any time the Company fails to maintain any such required
office or agency or fails to furnish the Trustee with the address
thereof, presentations, surrenders, notices and demands in respect of
Registered Securities may be made or served at any office or agency of
the Trustee or the corporate trust office of any Authenticating Agent
appointed hereunder, and presentations, surrenders, notices and
demands in respect of Coupons appertaining to Securities of any series
and Unregistered Securities may be made or served at the corporate
trust office of the Trustee in the other city or cities referred to
above.
The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the
Securities of one or more series may be presented or surrendered for
any or all of such purposes and may from time to time rescind such
designations. However, no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or
agency as provided in this (S) 12.02 in each Place of Payment for
Securities of any series for such purposes and, except as otherwise
specified by the terms of the Securities established as provided in
(S) 3.01, so long as any Unregistered Securities or Coupon Securities
remain outstanding, one or more offices or agencies outside of the
United States. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.
2. Additional Provisions.
a. All capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Indenture.
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b. Except as amended hereby, the terms of the Indenture shall remain
unchanged.
IN WITNESS WHEREOF, XXXXXX FINANCIAL, INC. has caused this First
Supplemental Indenture to be signed in its corporate name by its authorized
officer, and its corporate seal to be affixed hereto, and the same to be
attested by the signature of its Secretary or an Assistant Secretary, and
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, in evidence of its acceptance of
the trust hereby created, has caused this First Supplemental Indenture to be
signed it its corporate name by one of its Authorized Officers, and its
corporate seal to be affixed hereto, and the same to be attested by one of its
Assistant Secretaries, as of the day and year first above written.
XXXXXX FINANCIAL, INC.
By: Xxxxxxx O'X. Xxxxxx
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Its: Senior Vice President and Treasurer
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[SEAL]
Attest:
Xxxxx X. Xxxxxxx
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SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
By: Xxxx X. Xxxxxxxx
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Its: Vice President
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[SEAL]
Attest:
Xxxxxx Xxxxxxx
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STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 13th day of October, 1995, before me personally came Xxxxxxx O'X.
Xxxxxx to me known, who, being by me duly sworn, did depose and say that he is
an Authorized Officer of XXXXXX FINANCIAL, INC., one of the corporations
described in and which executed the above instrument; that he knows the seal of
such corporation; that the seal affixed to such instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of such
corporation; and that he signed his name thereto by like authority.
Xxxx X. Xxxxxxxx
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[SEAL]
STATE OF Connecticut )
) ss.:
COUNTY OF Hartford )
On the ____ day of October, 1995, before me personally came Xxxx X.
Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that
he is an Authorized Officer of SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION,
one of the corporations described in and which executed the above instrument;
that he knows the seal of such corporation; that the seal affixed to such
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of such corporation; and that he signed his name thereto by
some like authority.
Xxxxx X. Felt
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[SEAL]
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