EXHIBIT 4(d)
FORM OF FIRST SUPPLEMENTAL INDENTURE
WINTHROP RESOURCES CORPORATION,
TCF FINANCIAL CORPORATION
AND
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
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FIRST SUPPLEMENTAL INDENTURE
Dated as of ____________________, 1997
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Supplementing and Amending
the
Indenture
Dated as of July 1, 1996
Between
Winthrop Resources Corporation
and
Norwest Bank Minnesota, National Association
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9.50% SENIOR NOTES
Due 2003
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of ______________, 1997, by
and among WINTHROP RESOURCES CORPORATION, a corporation duly organized and
existing under the laws of the State of Minnesota ("Winthrop"), having its
principal office at 0000 Xxxx Xxxxxx, 0000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx
00000, TCF FINANCIAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware ("TCF"), having its principal office at
000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000 and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking corporation duly organized
and existing under the laws of the United States of America (the "Trustee"), as
Trustee, having its principal corporate trust office at Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479.
RECITALS
X. Xxxxxxxx and the Trustee entered into an indenture, dated as of July 1,
1996 between Winthrop and Norwest Bank Minnesota, National Association (the
"Indenture") with respect to $28,750,000 in aggregate principal amount of 9.50%
Senior Notes due 2003 (the "Notes") of Winthrop. Unless otherwise defined,
capitalized terms used herein have the same meaning ascribed to them in the
Indenture.
B. $___________________ in aggregate principal amount of the Notes is
outstanding as of the date hereof (the "Outstanding Notes").
C. TCF and Winthrop entered into an Agreement and Plan of Reorganization,
dated February 28, 1997, whereby a new first-tier subsidiary of TCF will merge
with and into Winthrop (the "Merger") and, after consummation of the Merger, TCF
will contribute the stock of Winthrop to TCF National Bank Minnesota.
D. The Merger has been consummated.
E. Under Section 902 of the Indenture, with the consent of the Holders of not
less than the majority in principal amount of the Outstanding Notes, Winthrop
(when authorized by or pursuant to a Board Resolution) and the Trustee may enter
into one or more supplemental indentures (which shall conform with the
requirements of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the rights of the
Holders of Notes under the Indenture.
X. Xxxxxxxx has authorized the execution and delivery of this Supplemental
Indenture pursuant to a Board Resolution, subject to receipt of the requisite
consent of Holders of Outstanding Notes.
G. The requisite consent of Holders of Outstanding Notes has been obtained.
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NOW, THEREFORE, in consideration of the above premises, the parties hereto agree
that the Indenture is hereby amended to provide that, effective upon and subject
to consummation of the Merger:
1.TCF TO ASSUME OBLIGATIONS UNDER INDENTURE AND NOTES. From and after the date
hereof, TCF hereby assumes and agrees to be obligated to perform, jointly and
severally with Winthrop, all of Winthrop's obligations under the Indenture (as
modified herein) and the Notes including without limitation, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Notes and the performance and observance of every covenant and term of the
Indenture (as modified herein) on the part of Winthrop to be performed or
observed.
1.ELIMINATION OF CERTAIN INDENTURE COVENANTS. The following Sections of the
Indenture are hereby eliminated in their entirety:
SECTION 1006. RESTRICTION ON DIVIDENDS, REDEMPTIONS AND OTHER PAYMENTS.
SECTION 1007. LIMITATION ON FUNDED RECOURSE DEBT.
SECTION 1013. LIMITATION ON RANKING OF FUTURE INDEBTEDNESS.
SECTION 1014. LIMITATIONS ON RESTRICTING SUBSIDIARY DIVIDENDS.
SECTION 1015. LIMITATION ON TRANSACTIONS WITH AFFILIATES.
1.REPORTING OBLIGATION FOLLOWING THE MERGER. From and after the date hereof,
Section 704 of the Indenture is hereby amended to provide that information,
documents and the other reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended, that are thereafter required to be filed by Winthrop with the
Trustee pursuant to Section 704(1) or transmitted to Holders of Notes pursuant
to Section 704(3) will be filed or transmitted with respect to TCF rather than
with respect to Winthrop, it being the intent of the parties that Winthrop will,
pursuant to rules and regulations of the Commission, terminate its registration
under the Securities Exchange Act of 1934, as amended, thereby suspending its
duty to file reports with the Commission pursuant to such Act. In addition, from
and after the date hereof, Sections 704(1) and 704(3) are hereby modified to
provide that the required filing with the Trustee or transmission to Holders of
Notes of all information, documents and other reports referenced in Section
704(1) or Section 704(3), as the case may be, including, at a minimum, (a)
copies of a balance sheet and statements of income and retained earnings as of
and for each fiscal year, audited by Independent Public Accountants, and (b) a
summary statement (which need not be audited) of income and retained earnings
for each quarterly period (except the last quarterly fiscal period in each
fiscal year), will be filed or transmitted with respect to TCF rather than with
respect to Winthrop.
2.EXECUTION IN COUNTERPARTS. This First Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but such counterparts shall together constitute one and the same
instrument.
3.TERMS OF INDENTURE. Except as explicitly set forth in this First Supplemental
Indenture, all terms and conditions of the Indenture shall remain in full force
and effect following the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
WINTHROP RESOURCES CORPORATION
( S E A L ) By
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Name:
Title:
ATTEST:
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Name:
Title:
TCF FINANCIAL CORPORATION
( S E A L ) By
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Name:
Title:
ATTEST:
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Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
( S E A L ) By
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Name:
Title:
ATTEST:
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Name:
Title:
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