THE MONEY STORE INC.,
FIRST UNION CORPORATION,
THE AFFILIATE GUARANTORS NAMED HEREIN
AND
THE CHASE MANHATTAN BANK, TRUSTEE
THIRD SUPPLEMENTAL INDENTURE
Dated: as of June 30, 1998
Supplemental to Indenture, dated as of April 15, 1997
as amended by,
Supplemental Indenture,
dated as of April 15, 1997
as amended by,
Second Supplemental Indenture,
dated as of April 15, 1997
relating to
8.05% Senior Notes Due 2002
and
8.375% Senior Notes Due 2004
THIRD SUPPLEMENTAL INDENTURE, dated as of June 30, 1998 (this
"Supplemental Indenture"), to the Indenture, dated as of April 15, 1997 (the
"Indenture"), between THE MONEY STORE INC., a New Jersey corporation (the
"Company"), FIRST UNION CORPORATION, a North Carolina corporation, (the
"Guarantor"), the AFFILIATE GUARANTORS named herein (the "Affiliate
Guarantors") and THE CHASE MANHATTAN BANK, a New York corporation (the
"Trustee").
WITNESSETH
WHEREAS, the Company is an indirect wholly owned subsidiary of the
Guarantor, and the Guarantor wishes to guarantee the Company's obligations
pursuant to the Indenture and the Debt Securities, as defined in the Indenture;
and
WHEREAS, the Company has authorized the execution and delivery of this
Supplemental Indenture by a Board Resolution, as defined in the Indenture; and
WHEREAS, each of the Guarantor and the Affiliate Guarantors has
authorized the execution and delivery of this Supplemental Indenture by a
resolution of its board of directors; and
WHEREAS, pursuant to Section 11.O1 of the Indenture, the execution and
delivery of this Supplemental Indenture by the Company, the Guarantor, the
Affiliate Guarantors and the Trustee does not require the consent of any holder
of the Debt Securities; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled, and the execution and delivery hereof have in all
respects been duly authorized;
NOW THEREFORE, the Company, the Guarantor, the Affiliate Guarantors and
the Trustee hereby agree as follows:
1. The definition of "Subsidiary Guarantees" in Section 1.01 of the
Indenture is hereby amended by deleting both references to the word "Subsidiary"
in such definition and replacing it with a reference to "Affiliate".
2. The definition of "Subsidiary Guarantor" in Section 1.01 of the
Indenture is hereby amended by (i) deleting both references to the word
"Subsidiary" in such definition and replacing it with a reference to "Affiliate"
and (ii) inserting the words "First Union Corporation, (ii)" in the first line
following the words "each of (i)" and (iii) deleting "(ii)" in the eighth line
and replacing it with "(iii)".
3. The Indenture is hereby amended by (i) replacing all references
to "Subsidiary Guarantor" with a reference to "Affiliate Guarantor" and
(ii) replacing all references to "Subsidiary Guarantees" with a reference to
"Affiliate Guarantees".
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4. Ratification and Confirmation. As amended and modified by this
Supplemental Indenture, the Indenture is in all respects ratified and confirmed
and the Indenture and this Supplemental Indenture shall be read, taken and
construed as one and the same instrument.
5. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts and all said counterparts executed and delivered
each as an original shall constitute but one and the same instrument.
6. Trustee's Duties, Responsibilities and Liabilities. The Trustee
assumes no duties, responsibilities or liabilities by reason of this
Supplemental Indenture other than as set forth in the Indenture, and this
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions of their acceptance of the trust under the Indenture,
as fully as if said terms and conditions were herein set forth at length. The
recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the sufficiency of this Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
THE MONEY STORE INC.
By: /s/ Xxxxxx Dear
-----------------------------
Name: Xxxxxx Dear
Title: Executive Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Second Vice President
FIRST UNION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
THE MONEY STORE/D.C. INC.
THE MONEY STORE/KENTUCKY INC.
THE MONEY STORE/MINNESOTA INC.
THE MONEY STORE AUTO FINANCE INC.
CLASSNOTES INC.
DYNA-MARK, INC.
EQUITY INSURANCE AGENCY, INC.
MAJOR BROKERAGE CO., INC.
PRINCETON ESCROW
THE MONEY STORE HOME EQUITY CORP.
THE MONEY STORE INVESTMENT CORP.
THE MONEY STORE OF NEW YORK INC.
THE COMMERCE GROUP
THE MONEY STORE COMMERCIAL
MORTGAGE INC.
THE MONEY STORE SERVICE CORP.
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TMS MORTGAGE INC.
THE MONEY STORE U.K. INC.
THE MONEY STORE REALTY INC.
TMS VENTURE HOLDINGS, INC.,
as Affiliate Guarantors
By: /s/ Xxxxxx Dear
-----------------------------
Name: Xxxxxx Dear
Title: Executive Vice President
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