Exhibit 4(b)
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 1, 1996
to
INDENTURE
Dated as of October 31, 1995
between
MAIN PLACE FUNDING CORPORATION
and
FIRST TRUST NATIONAL ASSOCIATION
as Trustee
--------------------------
$1,500,000,000
Mortgage-Backed Bonds, Series 1995-2 Due 2000
--------------------------
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 1996
between Main Place Real Estate Investment Trust, a Maryland real estate
investment trust (the "Trust"), as successor in interest to Main Place Funding
Corporation, a Delaware corporation (the "Issuer"), and First Trust National
Association (the "Trustee") to that certain Indenture, dated as of October 31,
1995, between the Issuer and the Trustee (the "Indenture").
WHEREAS, the Issuer and the Trustee previously entered into
the Indenture which provides for the issuance by the Issuer of $1,500,000,000
aggregate principal amount Mortgage-Backed Bonds, Series 1995-2 Due 2000; and
WHEREAS, pursuant to an Agreement of Merger dated October 31,
1996 by and among the Trust, the Issuer and Main Place Holdings Corporation, a
Delaware corporation (the "Parent"), the Issuer was merged by the Parent with
and into the Trust, with the Trust as the surviving entity of the merger; and
WHEREAS, the Trust, as successor in interest to the Issuer
wishes to enter into this First Supplemental Indenture pursuant to Sections
7.01(1) and (2) of the Indenture to evidence the succession of the Trust to the
Issuer and the assumption by the Trust of the covenants of the Issuer under the
Indenture and the Securities issued pursuant to the Indenture; and
WHEREAS, all acts necessary to constitute this First
Supplemental Indenture as a valid, binding and legal obligation of the Trust
have been done and performed.
NOW, THEREFORE, witnesseth that, in consideration of the
premises and of the covenants contained herein, it is hereby agreed as follows:
1. All references to the Issuer in the Indenture shall
hereinafter refer to Main Place Real Estate Investment Trust, as successor in
interest to Main Place Funding Corporation.
2. The Trust hereby expressly assumes all obligations of the
Issuer under the Indenture in respect of the Securities and the Collateral and
expressly assumes every covenant of the Indenture on the part of the Issuer to
be performed or observed.
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3. The Trust hereby expressly confirms that the Collateral
shall secure its obligations under the Securities and the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
MAIN PLACE REAL ESTATE INVESTMENT
TRUST
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxx Xxxxxxxxxxxxxx
-------------------------
Authorized Signatory
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