Exhibit 4(b)(vii)
FIRST SUPPLEMENTAL JUNIOR SUBORDINATED INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture") is
made as of the 15th day of December, 1997, by and between Wachovia Corporation,
a North Carolina corporation ("Wachovia"), and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").
RECITALS
WHEREAS, Central Fidelity Banks, Inc., a Virginia corporation ("Central
Fidelity"), and the Trustee heretofore executed and delivered a Junior
Subordinated Indenture, dated as of April 23, 1997, (the "Indenture");
WHEREAS, pursuant to the Indenture, Central Fidelity issued and the Trustee
authenticated and delivered $100,000,000 aggregate principal amount of Floating
Rate Junior Subordinated Debt Securities due 2027 (the "Securities");
WHEREAS, effective on December 15, 1997, a wholly owned subsidiary of
Wachovia merged with and into Central Fidelity and Central Fidelity then merged
with and into Wachovia (the latter merger being referred to herein as the
"Merger"), pursuant to the Agreement and Plan of Merger, dated as of June 23,
1997, by Wachovia and Central Fidelity; and
WHEREAS, Section 8.02 of the Indenture provides that Central Fidelity will
not merge with any other person in a transaction in which Central Fidelity is
not the survivor unless, among other things, the surviving corporation expressly
assumes the due and punctual payment of the principal of and interest on all the
Securities and the performance of every covenant and every obligation of the
Indenture on the part of Central Fidelity to be performed.
NOW, THEREFORE, Wachovia hereby covenants and agrees with the Trustee as
follows:
SECTION I. Assumption. Wachovia, as surviving corporation in the Merger,
hereby assumes the due and punctual payment of the principal of and interest on
all the Securities and the performance of every covenant and every obligation of
the Indenture on the part of Central Fidelity to be performed.
SECTION II. Effect of First Supplemental Indenture. Upon the execution of
this First Supplemental Indenture by Wachovia and the Trustee, the Indenture
shall be modified in accordance herewith, and this First Supplemental Indenture
shall form a part
of the Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound hereby.
SECTION III. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
SECTION IV. Indenture and First Supplemental Indenture Construed Together.
This First Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this First Supplemental
Indenture shall henceforth be read and construed together.
SECTION V. Confirmation and Preservation of Indenture. The Indenture as
supplemented by this First Supplemental Indenture is in all respects confirmed
and preserved.
SECTION VI. Conflict with Trust Indenture Act. If and to the extent that
any provision of this First Supplemental Indenture limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act, such imposed duties shall control.
SECTION VIII. Separability Clause. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION IX. Terms Defined in the Indenture. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
SECTION X. Effect of Headings. The Article and Section headings herein are
for convenience only and shall not affect the construction hereof.
SECTION XI. Benefits of First Supplemental Indenture. Nothing in this First
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto, any Paying Agent and their successors and assigns, the
holders of Senior Debt and the Holders of the Securities, any benefit or any
legal or equitable right, remedy or claim under this First Supplemental
Indenture.
SECTION XII. Successors and Assigns. All covenants and agreements in this
First Supplemental Indenture by Wachovia shall bind its successors and assigns,
whether so expressed or not.
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SECTION XIII. Governing Law. This First Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New York, without regard
to principles of conflicts of laws.
SECTION XIV. Recitals. The recitals contained in this First Supplemental
Indenture shall be taken as the statements of Wachovia, and the Trustee assumes
no responsibility for their correctness and makes no representations as to the
validity or sufficiency of this First Supplemental Indenture.
SECTION XV. Counterparts. This First Supplemental Indenture may be executed
in any number of counterparts, each of which is an original; but all such
counterparts shall together constitute but one and the same instrument.
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.
WACHOVIA CORPORATION
By: /s/ X.X. Xxxxx, Xx.
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Name: X.X. Xxxxx, Xx.
Title: President and Chief Executive
Officer
Attest:
/s/ Xxxxx Xxxxxxxxxx Xxxxxx
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Name: Xxxxx Xxxxxxxxxx Xxxxxx
Title: Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Assiatant Vice President
/s/ Xxxx Xxxx Xxxxxxxx
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Name: Xxxx Xxxx Xxxxxxxx
Title: Vice President
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