Exhibit 1(k)
WELLS FARGO & COMPANY
$2,500,000,000
Medium-Term Notes
and
Subordinated Medium-Term Notes, Series B
Due from Nine Months to 12 Years from Date of Issue
AMENDMENT NO. 6
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
____ __, 1995
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")
and Amendment No. 5 thereto dated March 24, 1994 ("Amendment No.
5") each between Wells Fargo & Company, a Delaware corporation (the
"Company"), and Wells Fargo Bank, National Association (the
"Finder"), with respect to the issuance and sale by the Company of
its Medium-Term Notes described therein. The parties hereto
acknowledge that (i) this Amendment No. 6 ("Amendment No. 6") 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
1.
purchase have been accepted by the Company, prior to the date
hereof shall not be affected by this Amendment No. 6, 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 and Amendment No. 5 or the Distribution Agreement dated
___________, 1995 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. 6, 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 and this Amendment No. 6 thereto, and references
therein to the date of the Agreement shall be deemed to be to the
date of this Amendment No. 6 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 and Amendment No.
5, is hereby further amended by the parties thereto as follows:
1. THE DOLLAR AMOUNT IN THE HEADING IS DELETED AND REPLACED WITH
$2,500,000,000.
2. THE INTRODUCTORY PARAGRAPH BEGINNING ON PAGE 1 THEREOF, AS
AMENDED BY AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3,
AMENDMENT NO. 4, AND AMENDMENT NO. 5, 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 $2,500,000,000 (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 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 (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
2.
(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,
AND AMENDMENT NO. 5, 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")
registration statements on such Form (Registration Nos. 33-51227
and 33-_____), which registration statements, as amended (if
applicable), have become effective, for the registration under the
Act of the Notes. Such registration statements, including the
exhibits thereto, as amended at the date of this Agreement, are
hereinafter called the "Registration Statements." The Registration
Statements, as amended at the date of this Agreement, meet the
requirements set forth in Rule 415(a)(1)(x) under the Act and
comply 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 _______ __, 1995, 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 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
3.
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 AND AMENDMENT NO. 5, IS DELETED
AND REPLACED WITH $2,500,000,000 AND THE PARENTHETICAL PHRASE IN
SUCH SECTION IS DELETED AND REPLACED WITH "(IN ADDITION TO
[$437,250,000] AGGREGATE PRINCIPAL AMOUNT OF NOTES PREVIOUSLY
AUTHORIZED FOR ISSUANCE)."
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: _______________________
Title:
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.