EXHIBIT 4.47
NB HOLDINGS CORPORATION
"Holdings"
Successor by merger to
BOATMEN'S BANCSHARES, INC.
NATIONSBANK CORPORATION
"NationsBank"
THE CHASE MANHATTAN BANK
f/k/a
CHEMICAL BANK,
successor by merger to
MANUFACTURERS HANOVER TRUST COMPANY
"Trustee"
THIRD SUPPLEMENTAL INDENTURE
Dated as of January 7, 1997
Subordinated Debt Securities
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE, dated as of January 7, 1997, by and between
NATIONSBANK CORPORATION, a North Carolina corporation ("NationsBank"), NB
HOLDINGS CORPORATION, a Delaware corporation and wholly-owned subsidiary of
NationsBank ("Holdings"), and THE CHASE MANHATTAN BANK, a New York corporation
formerly known as Chemical Bank, as successor by merger to Manufacturers Hanover
Trust Company (the "Trustee") under the Indenture, dated as of October 2, 1989
(the "Indenture") of BOATMEN'S BANCSHARES, INC., a Missouri corporation
("Boatmen's").
RECITALS OF NATIONSBANK AND HOLDINGS
WHEREAS, Boatmen's has heretofore entered into the Indenture to provide for
the issuance, from time to time, of its subordinated debt securities (the
"Securities") and the Trustee (formerly known as Chemical Bank, a New York
corporation, and successor by merger to Manufacturers Hanover Trust Company, a
New York corporation) was appointed to serve as trustee thereunder;
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of August
29, 1996, as amended, by and among Boatmen's, NationsBank and Holdings,
Boatmen's shall be merged into Holdings on or about January 7, 1997 (the
"Effective Time") with Holdings as the surviving corporation, and Holdings shall
succeed to and assume all rights and obligations of Boatmen's as a result
thereof and NationsBank desires to join with Holdings in succeeding to the
rights and obligations of Boatmen's arising under the Indenture;
WHEREAS, all things necessary to make the Securities issued under the
Indenture, as hereby supplemented, the valid obligations of NationsBank and
Holdings, and to make the Indenture, as hereby supplemented, a valid agreement
of NationsBank and Holdings, in accordance with their and its terms, have been
done as of the Effective Time.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
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In order to comply with the requirements of the Indenture, NationsBank and
Holdings, jointly and severally, covenant and agree with the Trustee for the
equal and proportionate benefit of the holders of the Securities as follows:
ARTICLE ONE
ASSUMPTION BY THE SUCCESSOR
Section 101. NationsBank and Holdings hereby represent and warrant, jointly
and severally, to the Trustee and to the holders of the Securities as follows:
(a) Immediately after giving effect to the Merger (as hereafter
defined), neither NationsBank nor Holdings shall be in default in the
performance or observance of any of the terms, covenants and conditions of the
Indenture to be kept or performed by NationsBank or Holdings, respectively.
(b) NationsBank is a corporation organized and existing under the laws
of the State of North Carolina and owns one hundred percent of Holdings, a
Delaware corporation.
(c) At the Effective Time, Boatmen's shall be merged into Holdings,
said merger being hereinafter referred to as the "Merger".
Section 102. NationsBank and Holdings hereby jointly and severally assume
the due and punctual payment of the principal of (and premium, if any) and
interest on the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture to be performed or observed by Boatmen's in accordance with the terms
of the Indenture, as previously and hereby supplemented.
Section 103. NationsBank and Holdings shall jointly and severally succeed
to, and be substituted for, and may exercise every right and power of, Boatmen's
under the Indenture with the same effect as if NationsBank and Holdings had been
originally named therein.
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ARTICLE TWO
MISCELLANEOUS
Section 201. Except as otherwise expressly provided or unless the context
otherwise requires, all terms used herein which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Section 202. This Supplement shall be effective as of the Effective Time,
being the time of the effectiveness of the Merger.
Section 203. The recitals contained herein shall be taken as the statements
of NationsBank and Holdings, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplement.
Section 204. This Supplement shall be governed by and construed in
accordance with laws of the jurisdiction which govern the Indenture and its
construction.
Section 205. This Supplement may be executed in any number of counterparts
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.
Section 206. In accordance with Section 10.04 of the Indenture, all
Securities authenticated and delivered after the execution of this Third
Supplemental Indenture shall bear the following notation:
As of January 7, 1997, the Indenture dated October 2, 1989, relating
to this Security has been amended by the First Supplemental Indenture,
dated as of September 23, 1992, a Second Supplemental Indenture, dated
as of March 18, 1993, and a Third Supplemental Indenture dated as of
January 7, 1997.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and their respective seals to be affixed hereunto and duly
attested all as of the day and year first above written.
[SEAL] NATIONSBANK CORPORATION
ATTEST:
/s/ James W. Kiser By /s/ John E. Mack
- -------------------------------- -----------------------------------
Secretary
[SEAL] NB HOLDINGS CORPORATION
ATTEST:
/s/ James W. Kiser By /s/ John E. Mack
- -------------------------------- -----------------------------------
Secretary
[SEAL] THE CHASE MANHATTAN BANK
ATTEST:
/s/ Francine Springer By /s/ Glenn G. McKeever
- -------------------------------- -----------------------------------
Authorized Officer
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STATE OF NORTH CAROLINA )
) SS.
COUNTY OF MECKLENBURG )
On this 30th day of December, 1996, before me personally appeared John E.
Mack, to me personally known, who being duly sworn, did say that he is the
Senior Vice President & Treasurer of NB HOLDINGS CORPORATION, that the seal
affixed to this instrument is the corporate seal of said corporation, and that
the said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors and the said John E. Mack acknowledged said
instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Melva Hanna
-------------------------------------------
Notary Public
My commission expires: 10-27-2000
STATE OF NORTH CAROLINA )
) SS.
COUNTY OF MECKLENBURG )
On this 30th day of December, 1996, before me personally appeared John E.
Mack, to me personally known, who being duly sworn, did say that he is the Sr.
Vice President & Treasurer of NATIONSBANK CORPORATION, that the seal affixed to
this instrument is the corporate seal of said corporation, and that the said
instrument was signed and sealed on behalf of said corporation by authority of
its Board of Directors and the said John E. Mack acknowledged said instrument to
be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Melva Hanna
-------------------------------------------
Notary Public
My commission expires: 10-27-2000
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STATE OF __________________ )
) SS.
COUNTY OF ________________ )
On this 6th day of January, 1997, before me personally appeared GLENN G.
McKEEVER, to me personally known, who being duly sworn, did say that he is the
SENIOR TRUST OFFICER of The Chase Manhattan Bank, that the seal affixed to this
instrument is the corporate seal of said association, and that the said
instrument was signed and sealed on behalf of said association by authority of
its Board of Directors and the said ______________________________ acknowledged
said instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Emily Fayan
-----------------------------------
Notary Public
My commission expires: EMILY FAYAN
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New York County
` Commission Expires December 31, 1997
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