Exhibit (4)(j)(iii)
SECOND SUPPLEMENTAL INDENTURE, dated as of June 23, 1995, between FIRST
UNION CORPORATION, a corporation duly organized and existing under the laws of
the State of North Carolina ("First Union"), having its principal offices at Xxx
Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, and THE FIRST NATIONAL BANK
OF CHICAGO, a national banking association duly organized and existing under the
laws of the United States of America, as Trustee (the "Trustee").
WHEREAS, Florida National Banks of Florida, Inc. ("Florida National") has
heretofore executed and delivered to the Trustee an Indenture, dated as of May
1, 1987 (the "Indenture"), providing for the issuance of $75,000,000 aggregate
principal amount of is 9 7/8% Subordinated Capital Notes Due 1999 (herein and
therein called the "Securities"; and
WHEREAS, effective as of January 29, 1990, Florida National merged with and
into First Union Corporation of Florida ("First Union Florida"); and
WHEREAS, First Union Florida has heretofore executed and delivered to the
Trustee a First Supplemental Indenture, dated as of January 29, 1990 (the "First
Supplemental Indenture"), providing for the succession of First Union Florida to
Florida National under the Indenture and the assumption by First Union Florida
of the covenants of Florida National in the Indenture and in the Securities
contained; and
WHEREAS, effective as of the date of this Second Supplemental Indenture,
First Union Florida merged with and into First union; and
WHEREAS, Section 801(1) of the Indenture provides for the execution of an
indenture supplemental to the Indenture, in form satisfactory to the Trustee, to
evidence the succession of any successor corporation to First Union Florida, as
successor to Florida National, under the Indenture and the assumption of such
successor corporation of the covenants of First Union Florida, as successor to
Florida National, in the Indenture and in the Securities contained; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of First Union, as the successor corporation to First Union
Florida, as successor to Florida National, under the Indenture, in accordance
with its terms, have been done.
NOW, THEREFORE, First Union and the Trustee hereby agree as follows:
1. From and after the date of this Second Supplemental Indenture, First
Union shall for all purposes be deemed to be the "Company", as such term is
defined in the Indenture and the Securities, as if First Union was originally so
named in the Indenture and the Securities, and, as such, First Union hereby
expressly assumes, from and after the date of this Second Supplemental
Indenture, the
due and punctual payment of the principal and interest on all of the Securities
and the performance of every covenant of the Indenture, as supplemented by this
Second Supplemental Indenture, on the part of the Company to be performed or
observed.
2. From and after the date of this Second Supplemental Indenture, the
Holder of each Security Outstanding as of the date hereof shall have the right
to receive securities of First Union on the Exchange Date for such Security with
a Market Value equal to the principal amount of such Security, in accordance
with and subject to the provisions set forth in Article Thirteen of the
Indenture, as amended by the First Supplemental Indenture and this Second
Supplemental Indenture.
3. All provisions of this Second Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
4. The Trustee accepts the trusts created by the Indenture, as supplemented
by the First Supplemental Indenture and this Second Supplemental Indenture, and
agrees to perform the same upon the terms and conditions in the Indenture, as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture.
5. The recitals contained in this Second Supplemental Indenture shall be
taken as statements of First Union, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Second Supplemental Indenture.
6. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.
7. This Second Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
8. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and constitute but
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the date first above written.
FIRST UNION CORPORATION
ATTEST:
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
-------------------------- --------------------------
Title: Title: Senior Vice President
[CORPORATE SEAL]
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
ATTEST:
By: /s/ Xxxx Xxxxxx
-------------------------- --------------------------
Title: Title: Vice President
[CORPORATE SEAL]
