Exhibit 1(l)
WELLS FARGO & COMPANY
$3,500,000,000
Medium-Term Notes
and
Subordinated Medium-Term Notes, Series B
Due from Nine Months to 12 Years from Date of Issue
AMENDMENT NO. 7
TO THE
FINDER AGREEMENT DATED JANUARY 23, 1991,
AS AMENDED BY
AMENDMENT NO. 1 DATED MARCH 14, 1991
AND
AMENDMENT NO. 2 DATED SEPTEMBER 27, 1991
AND
AMENDMENT NO. 3 DATED APRIL 29, 1992
AND
AMENDMENT NO. 4 DATED DECEMBER 23, 1992
AND
AMENDMENT NO. 5 DATED MARCH 24, 1994
AND
AMENDMENT NO. 6 DATED AUGUST 24, 1995
________ ___, 1996
Wells Fargo Bank, National Association
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
Reference is made to the Finder Agreement dated January 23, 1991 (the
"Finder Agreement"), as amended by Amendment No. 1 thereto dated March 14, 1991
("Amendment No. 1"), Amendment No. 2 thereto dated September 27, 1991
("Amendment No. 2"), Amendment No. 3 thereto dated April 29, 1992 ("Amendment
No. 3"), Amendment No. 4 thereto dated December 23, 1992 ("Amendment No. 4"),
Amendment No. 5 thereto dated March 24, 1994 ("Amendment No. 5") and Amendment
No. 6 thereto dated August 24, 1995 ("Amendment No. 6") each between Wells Fargo
& Company, a Delaware corporation (the "Company"), and Wells Fargo Bank,
National Association (the "Finder"), with respect to the issuance
1.
and sale by the Company of its Medium-Term Notes described therein. The parties
hereto acknowledge that (i) this Amendment No. 7 ("Amendment No. 7") shall
relate only to the Company's Medium-Term Notes that are issued, or as to which
offers to purchase have been accepted by the Company, on or after the date
hereof; and (ii) the Company's Medium-Term Notes that have been issued and sold,
or as to which offers to purchase have been accepted by the Company, prior to
the date hereof shall not be affected by this Amendment No. 7, but shall instead
continue to be governed by the Finder Agreement, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment
No. 6 or the Distribution Agreement dated _____ __, 1996 between the Company and
the Agents named therein, as the case may be. Terms not otherwise defined herein
shall have the meanings ascribed to them in the Finder Agreement.
With respect to the Medium-Term Notes issuable pursuant to this
Amendment No. 7, references in the Finder Agreement to the "Agreement" shall be
deemed to mean the Finder Agreement as amended by Amendment No. 1, Amendment No.
2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this
Amendment No. 7 thereto, and references therein to the date of the Agreement
shall be deemed to be to the date of this Amendment No. 7 thereto. Additionally,
references to the Senior Trustee or Subordinated Trustee, as the case may be,
shall be deemed to refer to its authenticating agent if one has been appointed.
The Finder Agreement, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, is hereby
further amended by the parties thereto as follows:
1. The introductory paragraph beginning on page 1 thereof, as amended by
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5 and Amendment No. 6, is deleted and replaced with the following:
Wells Fargo & Company, a Delaware corporation (the "Company"), confirms
its agreement with you with respect to the issue and sale by the Company of up
to $3,500,000,000 (or the equivalent thereof in one or more foreign currencies
or currency units) aggregate principal amount of its Medium-Term Notes due from
Nine Months to Twelve Years from Date of Issue (the "Notes," which term shall
include the Senior Notes and the Subordinated Notes). The "Senior Notes" are the
Company's Medium-Term Notes to be issued under an Indenture dated as of
September 1, 1984 between the Company and The Chase Manhattan Bank (formerly
known as Chemical Bank) as successor trustee (the "Senior Trustee"), as amended
by the First Supplemental Indenture dated as of April 15, 1986, the Second
Supplemental Indenture dated as of June 30, 1987 and the Third Supplemental
Indenture dated as of January 23, 1991
2.
(collectively, the "Senior Indenture"). The "Subordinated Notes" are the
Company's Subordinated Medium-Term Notes, Series B, to be issued under an
Indenture dated as of December 10, 1992 (the "Subordinated Indenture") between
the Company and Marine Midland Bank (the "Subordinated Trustee"). The Notes will
have the maturities, interest rates, redemption provisions, if any, and other
terms as set forth in one or more supplements to the Prospectus referred to
below. The Senior Indenture and the Subordinated Indenture are sometimes herein
referred to together as the "Indentures" or individually as an "Indenture," and
the Senior Trustee and the Subordinated Trustee are sometimes herein referred to
together as the "Trustees" or individually as a "Trustee." The Company shall
designate at the time of such issuance whether the Notes to be issued are Senior
Notes or Subordinated Notes. The Finder Agreement supersedes the agreement dated
April 21, 1986.
2. Section 1.(a) beginning on page 2 thereof, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment
No. 6, is deleted and replaced with the following:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") a registration statement on such
Form (Registration No. 333-________), which registration statement, as
amended (if applicable), has become effective, for the registration under
the Act of the Notes. Such registration statement, including the exhibits
thereto, as amended at the date of this Agreement, is hereinafter called
the "Registration Statement." The Registration Statement, as amended at the
date of this Agreement, meets the requirements set forth in Rule
415(a)(1)(x) under the Act and complies in all other material respects with
said Rule. The Company proposes to file with the Commission from time to
time, pursuant to Rule 424(b)(3) under the Act, supplements to the
prospectus and prospectus supplement relating to the Notes transmitted for
filing with the Commission pursuant to Rule 424(b) under the Act which will
describe certain terms of the Notes and, subject to Section 3(a), prior to
any such filing will advise the Finder of all further information
(financial and other) with respect to the Company to be set forth therein
other than the specific terms of the Notes offered thereby. Such prospectus
and prospectus supplement in the form transmitted for filing with the
Commission pursuant to Rule 424(b) under the Act on _______________, 1996,
is herein called the "Prospectus." Any reference herein to the Registration
Statements or Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item
3.
12 of Form S-3 which were filed under the Act or under the Securities
Exchange Act of 1934 (the "Exchange Act") on or before the date of this
Agreement, or the date of such Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statements or Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the date of this Agreement or such Prospectus, as the case may be,
deemed to be incorporated therein by reference.
3. The first dollar amount contained in Section 4(b)(i)(C) on page 13 thereof,
as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4, Amendment No. 5 and Amendment No. 6, is deleted and replaced with
$3,500,000,000 and the parenthetical phrase in such Section is deleted.
4. References in the Procedures (as defined in Section 2(c) on page 6 thereof)
to each "Agent" or to the "Agents" shall mean the Agents, individually or
collectively, as the case may be.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company and the Agents.
Very truly yours,
Wells Fargo & Company
By: ______________________
Senior Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.
Wells Fargo Bank,
National Association
By: _________________________
Title:
By: __________________________
Title:
4.