Exhibit (4)(d)(ii)
SECOND SUPPLEMENTAL INDENTURE, dated as of April 28, 1998 among CORESTATES
FINANCIAL CORP, a corporation duly organized and validly existing under the laws
of the Commonwealth of Pennsylvania ("CoreStates"), FIRST UNION CORPORATION, a
corporation duly organized and validly existing under the laws of the State of
North Carolina ("FUNC"), and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association, as Trustee (the "Trustee").
R E C I T A L S
WHEREAS, CoreStates (successor by merger to Meridian Bancorp, Inc.) has
heretofore executed and delivered to the Trustee, an Indenture, dated as of
March 9, 1992, as supplemented by the First Supplemental Indenture thereto,
dated February 5, 1997 (as supplemented, the "Indenture"), providing for the
issuance from time to time of its unsecured senior debentures, notes or other
evidences of indebtedness (the "Securities"), to be issued in one or more series
as provided in the Indenture;
WHEREAS, pursuant to an Agreement and Plan of Mergers (the "Plan"),
CoreStates is merging (the "Merger") with and into FUNC, the separate existence
of CoreStates shall cease and FUNC shall survive and continue to exist as a
North Carolina corporation (the "Continuing Corporation");
WHEREAS, Section 701 of the Indenture provides, in part, that CoreStates
shall not merge into another corporation unless the corporation into which
CoreStates is merged shall expressly assume, by an indenture supplemental to the
Indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all of the obligations of CoreStates under the Indenture and under the
Securities, including all covenants contained in the Indenture and the
Securities;
WHEREAS, Section 801(1) of the Indenture provides that, without the consent
of any Holders, CoreStates, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into a supplemental
indenture to evidence the succession of another corporation to CoreStates and
the assumption by any such successor of the covenants, agreements and
obligations of CoreStates in the Indenture and in the Securities;
WHEREAS, CoreStates has delivered, or caused to be delivered on its behalf,
to the Trustee (i) an Officers' Certificate and an Opinion of Counsel, each
stating that the Merger and this Second Supplemental Indenture comply with
Article Seven and the applicable provisions of Article Eight of the Indenture
and that all conditions precedent provided for in the Indenture relating to the
Merger and the
execution and delivery of this Second Supplemental Indenture have been complied
with and (ii) a copy of the Board Resolution authorizing the execution of this
Second Supplemental Indenture; and
WHEREAS, all things necessary to authorize the assumption by the Continuing
Corporation of CoreStates' obligations under the Indenture and to make this
Second Supplemental Indenture when executed by the parties hereto a valid and
binding amendment of and supplement to the Indenture have been done and
performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby mutually covenant and agree as follows:
SECTION 1. Assumption of Obligations. The Continuing Corporation hereby
expressly assumes, from and after the Effective Time (as defined in the Plan),
all of the obligations of CoreStates under the Indenture and under the
Securities, including all covenants contained in the Indenture and the
Securities.
SECTION 2. Succession and Substitution. The Continuing Corporation, from
and after the Effective Time, by virtue of the aforesaid assumption and the
delivery of this Second Supplemental Indenture, shall succeed to and be
substituted for and may exercise every right and power of the Company under the
Indenture with the same effect as if the Continuing Corporation had been named
as the Company in the Indenture.
SECTION 3. Representations and Warranties. The Continuing Corporation, as
of the date of execution of this Second Supplemental Indenture, represents and
warrants that: (i) it is a corporation organized and validly existing under the
laws of the State of North Carolina; (ii) it has full corporate power and
authority to execute and deliver this Second Supplemental Indenture and to
perform its obligations under this Second Supplemental Indenture in accordance
with its terms; and that (iii) the execution, delivery and performance of this
Second Supplemental Indenture will not violate, conflict with or constitute a
breach of, or a default under its articles of incorporation or by-laws, or any
other material agreement or instrument to which it is a party or which is
binding on it or its assets, and will not result in the creation of any lien on,
or security interest in, any of its assets.
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SECTION 4. Covenants. All covenants and agreements in this Second
Supplemental Indenture by the Continuing Corporation shall bind its respective
successors and assigns, whether so expressed or not.
SECTION 5. Requests and Notices. Pursuant to Section 104 of the Indenture,
from and after the Effective Time, any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by the Indenture to be made upon, given or furnished to, or filed
with the Company shall be addressed to the Continuing Corporation at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: General Counsel
or at any other address previously furnished to the Trustee by the Continuing
Corporation.
SECTION 6. Separability. In case any provision in this Second Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 7. No Third Party Benefit. Nothing in this Second Supplemental
Indenture, express or implied, shall give to any Person, other than the parties
hereto and their successors under the Indenture, and the Holders of the
Securities, any benefit or any legal or equitable right, remedy or claim under
the Indenture, as amended by this Second Supplemental Indenture.
SECTION 8. Continuance of Indenture; Effectiveness. This Second
Supplemental Indenture supplements the Indenture and shall be a part of and
subject to all the terms thereof. The Indenture, as supplemented by this Second
Supplemental Indenture, shall continue in full force and effect. This Second
Supplemental Indenture shall become effective at the Effective Time.
SECTION 9. Governing Law. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 10. Defined Terms. All capitalized terms used in this Second
Supplemental Indenture shall have the same meanings assigned to them in the
Indenture.
SECTION 11. Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which so executed will be deemed
to be an original, but all such counterparts shall together constitute but one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second 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.
Attest: CORESTATES FINANCIAL CORP
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Assistant Secretary Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
& Treasurer
Attest: FIRST UNION CORPORATION
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Assistant Secretary Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
Attest: THE FIRST NATIONAL BANK
OF CHICAGO, AS Trustee
▇. ▇▇▇▇▇ By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Assistant Secretary Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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