EXHIBIT 1.1(B)
NUVEEN TAX-FREE UNIT TRUST SERIES 946
TRUST INDENTURE AND AGREEMENT
DATED JUNE 19, 1997
This Trust Indenture and Agreement by and between Xxxx Nuveen & Co.
Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled 'Standard Terms and Conditions of Trust for Nuveen Tax-Free
Unit Trust Series 823 and subsequent Series, effective September 7, 1995'
(herein called the 'Standard Terms and Conditions of Trust'), and such
provisions as are set forth in full and such provisions as are incorporated by
reference constitute a single instrument. All references herein to Articles and
Sections are to Articles and Sections of the Standard Terms and Conditions of
Trust.
Witnesseth That:
In consideration of the promises and of the mutual agreements herein
contained, the Depositor and the Trustee, agree as follows:
PART I
Standard Terms and Conditions of Trust Subject to the Provisions of Part II
hereof, all the provisions contained in the Standard Terms and Conditions of
Trust are herein incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument.
PART II
Special Terms and Conditions of Trust The following special terms and
conditions are hereby agreed to:
(a) The Bonds defined in Section 1.01(1) listed in Schedule A hereto have
been deposited in trust under this Trust Indenture and Agreement.
(b) The fractional undivided interest in and ownership of the Trust Fund
represented by each Unit for a Trust on the Initial Date of Deposit is the
amount set forth under the captions "Essential Information -- Fractional
Undivided Interest in the Trust per Unit" in the Prospectus.
(c) The number of Units created of each Trust are as set forth under the
caption "Essential Information -- Number of Units" in the Prospectus for each
Trust.
(d) Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the phrase "Nuveen Tax-Exempt Unit Trust" shall be hereby
replaced with the phrase "Nuveen Tax-Free Unit Trust."
In Witness Whereof, Xxxx Nuveen & Co. Incorporated, has caused this Trust
Indenture and Agreement for Nuveen Tax-Free Unit Trust Series 946 to be executed
by its President, one of its Vice Presidents or one of its Assistant Vice
Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or its Assistant Secretary and The Chase Manhattan Bank has caused
this Trust Indenture and Agreement to be executed by one of its Vice Presidents
or Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
Xxxx Nuveen & Co. Incorporated,
Depositor
By Xxxxx Xxxxx Xxxxxx
Authorized Officer
(Seal)
Attest:
By Xxxxxxxx X. Xxxxxx
Assistant Secretary
The Chase Manhattan Bank, Trustee
By Xxxxxxx Xxxxxx
Second Vice President
(Seal)
Attest:
By Xxxxxx Xxxxx
Assistant Treasurer
Schedule A to the Trust Indenture and Agreement Securities Initially Deposited
in Nuveen Tax-Free Unit Trust Series 946
(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for each Trust in the Prospectus.)
