Exhibit (4)(h)(ii)
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SIGNET BANKING CORPORATION
(Formerly Known as Bank of Virginia Company)
FIRST UNION CORPORATION
AND
THE BANK OF NEW YORK,
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 28, 1997
TO
INDENTURE
Dated as of April 1, 1986
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 28, 1997, among
SIGNET BANKING CORPORATION (formerly known as Bank of Virginia Company), a
Virginia corporation having its principal place of business in Richmond,
Virginia (the "Company"), FIRST UNION CORPORATION, a North Carolina corporation
having its principal place of business in Charlotte, North Carolina ("First
Union"), and THE BANK OF NEW YORK, a corporation duly organized and existing
under the laws of the State of New York (the "Trustee"), WITNESSETH:
RECITALS
The Company (which was then named Bank of Virginia Company) heretofore
executed and delivered to the Trustee its Indenture dated as of April 1, 1986
(the "Indenture"), providing for the issuance from time to time thereunder, in
series, of unlimited subordinated debt securities of the Company. As provided in
the Indenture and pursuant to an Officer's Certificate dated April 4, 1986, the
Company established a series of debt securities of the Company designated as the
Floating Rate Subordinated Notes Due 1998 in the principal amount of
$100,000,000 (the "1998 Notes"). As provided in the Indenture and pursuant to an
Officer's Certificate dated May 23, 1989, the Company established a sense of
debt securities designated as the 9 5/8% Subordinated Notes Due 1999 in the
principal amount of $100,000,000 (the "1999 Notes"). (The 1998 Notes and the
1999 Notes are herein collectively referred to as the "Notes.") The Notes are
the only series of debt securities issued and outstanding under the Indenture.
The Company has, by an Agreement and Plan of Mergers dated as of July 18,
1997 (the "Merger Agreement") among the Company, Signet Bank, First Union and
First Union National Bank, agreed to merge (the "Merger") with and into First
Union. As a result of the Merger, the separate corporate existence of the
Company will cease and First Union will assume the liabilities and obligations
of the Company, including liabilities and obligations of the Company under the
Indenture and the Notes. The Merger shall become effective as provided in the
Merger Agreement.
Under the provisions of Section 701 of the Indenture, the Company may merge
into any other corporation without the consent of the Holders of any Notes, so
long as such merger complies with the provisions of Article Seven of the
Indenture and all conditions precedent stated therein relating to such
transaction have been complied with. Pursuant to a Board Resolution, the Board
of Directors of the Company has approved the Merger and all transactions
relating thereto, including the execution and delivery of this First
Supplemental Indenture. All acts and things necessary to constitute this First
Supplemental Indenture a valid indenture supplemental to and amendatory of the
Indenture have been done and performed.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used and not defined herein shall have the meanings
assigned to them in the Indenture.
2. First Union represents and warrants that it iS a corporation organized
and existing under the laws of the State of North Carolina and that, immediately
after giving effect to the Merger, no Default, and no event which, after notice
or lapse of time, or both, would become a Default, shall have happened and be
continuing.
3. Upon consummation of the Merger (the "Effective Date"), First Union
hereby will automatically and without any further action assume the due and
punctual payment of the principal of (and premium, if any, on) and interest on
the Notes and the performance of every covenant of the Indenture on the part of
the Company to be performed or observed. At the Effective Date, First Union
shall automatically become the "Company" for purposes of the Notes and the
Indenture and 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
First Union had been named as the Company therein.
4. At or immediately prior to the Effective Date, the Company will deliver
to the Trustee an Officers' Certificate and an Opinion of Counsel as required by
the Indenture with respect to the transactions contemplated by this First
Supplemental Indenture.
WITNESS the following signatures as of the above date.
SIGNET BANKING CORPORATION
(formerly known as Bank of Virginia Company)
[SEAL] By: /s/ T. Xxxxxx Xxxxxxxx III
Attest: --------------------------------------
By: X. Xxxxxx Xxxxxxxx Name: T. Xxxxxx Xxxxxxxx III
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Title: Assistant Secretary Title: President and Chief Operating Officer
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FIRST UNION CORPORATION
[SEAL] By: /s/ Xxxx X. Xxxxxxxx
Attest: --------------------------------------
By: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx
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Title: Assistant Secretary Title: Senior Vice President
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THE BANK OF NEW YORK,
TRUSTEE
[SEAL] By: /s/ Xxxxxxx Xxxxxxxxxxx
Attest: --------------------------------------
By: Xxxx Xxxx Xxxxxxx Name: Xxxxxxx Xxxxxxxxxxx
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Title: Assistant Vice President Title: Vice President
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