EXHIBIT 4.2
SUPPLEMENTAL INDENTURE NO. 1
(First Maryland Capital I)
SUPPLEMENTAL INDENTURE NO. 1, dated as of September 15, 1999 (this "First
Supplemental Indenture"), by and between Allfirst Financial Inc., a Delaware
corporation (the "Company") and successor by merger to First Maryland Bancorp,
and The Bank of New York (the "Trustee").
RECITALS
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1. The Trustee is the trustee under that certain Indenture, dated as of
December 30, 1996 (the "Indenture"), between the Trustee and First Maryland
Bancorp ("First Maryland"), Under the Indenture, First Maryland issued
$154,640,000 aggregate principal amount of Floating Rate Junior Subordinated
Debentures due 2027 (the "Outstanding Debt").
2. On September 15, 1999, First Maryland, a Maryland corporation, merged
with and into the Company for the sole purpose of changing the state of
incorporation of First Maryland from the State of Maryland to the State of
Delaware.
3. The Company now wishes, pursuant to Section 801 of the Indenture,
expressly to assume all of First Maryland's obligations under the Indenture and
the Outstanding Debt.
NOW, THEREFORE, in consideration of the premises, the agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions; Interpretation; Recitals. A capitalized term
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used in this First Supplemental Indenture (including the above Recitals) without
definition and defined in the Indenture shall have the meaning given it in the
Indenture. All references in the Indenture to "this Indenture" or words of
similar import, and the terms "hereby", "hereof", "hereunder", "herein" and any
similar terms, as used in the Indenture, shall be deemed to refer to the
Indenture as supplemented by this First Supplemental Indenture. The above
Recitals are an integral part of this First Supplemental Indenture.
2. Assumption. Pursuant to Section 801 of the Indenture, the Company
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hereby expressly assumes the due and punctual payment of the principal of,
premium, if any, and interest (including any additional interest) on all the
Securities (which consist of the Outstanding Debt) and the performance of every
covenant of the Indenture on the part of First Maryland to be performed or
observed, as fully and completely as if the Company had originally
executed and delivered the Indenture to the Trustee and had issued the
Outstanding Debt.
3. Amendments. From and after the date of this First Supplemental
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Indenture, all references in the Indenture and in the Outstanding Debt to "First
Maryland Bancorp" or to "the Company" shall be references to Allfirst Financial
Inc., a Delaware corporation and the successor by merger to First Maryland.
4. Representations, Warranties, Etc. The Company represents and warrants
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to and covenants with the Trustee as follows:
(a) The Company is a corporation duly formed, validly existing and in good
standing under the laws of the State of Delaware, with the power and authority
to own its assets and conduct its business as currently conducted, to enter into
this First Supplemental Indenture and to perform its obligations under the
Indenture and the Outstanding Debt.
(b) First Maryland has been duly and validly merged into the Company, and
the Company has succeeded to all of the rights, privileges, duties and
responsibilities of First Maryland, under the laws of the States of Maryland and
Delaware.
(c) The execution, delivery and performance of this First Supplemental
Indenture have been duly authorized by all necessary action on the part of the
Company, and this First Supplemental Indenture represents the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
(d) No Event of Default, and no event which with notice or lapse of time
or both would constitute an event of Default, has happened and is continuing as
a result of the merger of First Maryland into the Company or otherwise.
5. Other Agreements. (a) Except as expressly supplemented or amended
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hereby, all of the terms, provisions and conditions of the Indenture and the
Outstanding Debt are ratified and confirmed and shall remain in full force and
effect. This First Supplemental Indenture shall in no way operate as a novation,
release or discharge of any of the obligations the Company under, or of any of
the provisions of, the Indenture and the Outstanding Debt.
(b) This Agreement does not, and shall not be deemed to, constitute a
waiver of any past, present or future defaults by the Company under the
Indenture or the Outstanding Debt, and the Trustee expressly reserves all rights
and remedies available to it
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under the Indenture, the Outstanding Debt and under applicable law for the
benefit of Holders from time to time.
(c) This First Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
(d) Provided that each party executes a copy hereof, this Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
ALLFIRST FINANCIAL INC.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Executive Vice President
THE BANK OF NEW YORK
By: XXXXXXXX XXXXXXX
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
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