Exhibit 4(d)
Bank of America Corporation
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SECOND SUPPLEMENTAL INDENTURE
Dated as of July 16, 2001
Supplementing the Indenture, dated
as of August 1, 1982, between
Bank of America Corporation (successor to NationsBank Corporation,
formerly known as NCNB Corporation) and
U.S. Bank Trust National Association (successor to
Xxxxxx Guaranty Trust Company of New York), as Trustee,
as supplemented by a
First Supplemental Indenture dated as of September 18, 1998 thereto
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 16, 2001 (the
"Second Supplemental Indenture"), is made by and among BANK OF AMERICA
CORPORATION, a Delaware Corporation (the "Company"), U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association, successor to Xxxxxx Guaranty Trust
Company of New York, as Prior Trustee (the "Prior Trustee") and THE BANK OF NEW
YORK, a New York banking corporation (the "Successor Trustee") under the
Indenture referred to herein.
W I T N E S S E T H:
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WHEREAS, the Company and the Prior Trustee heretofore executed and
delivered an Indenture, dated as of August 1, 1982, as supplemented by a First
Supplemental Indenture dated as of September 18, 1998 thereto (the "Indenture");
and
WHEREAS, pursuant to the Indenture, the Company issued and the Trustee
authenticated and delivered one or more series of the Company's notes (the
"Securities"); and
WHEREAS, Section 9.01(3) of the Indenture provides that the Company,
when authorized by a resolution of the Board of Directors of the Company, the
Prior Trustee and the Successor Trustee may amend the Indenture without notice
to or consent of the holders of the Securities in order to supplement any
provision contained in the Indenture; and
WHEREAS, by resolutions adopted by the Board of Directors the Company
at a meeting duly called and held on June 27, 2001, the Company was authorized
to amend the Indenture; and
WHEREAS, the Company, the Prior Trustee and the Successor Trustee
desire to amend the Indenture and the Securities in order to evidence and
provide for the acceptance and appointment by a successor trustee with respect
to the Securities of one or more series and to add or change any provisions of
this Indenture as shall be necessary to provide for or facilitate the
administrations of the trusts hereunder; and
WHEREAS, the Company, the Prior Trustee and the Successor Trustee have
entered into an Agreement of Resignation, Appointment and Acceptance dated the
date hereof, pursuant to which (i) the Prior Trustee resigns as trustee under
the Indenture, (ii) the Company accepts the Prior Trustee's resignation, (iii)
the Company appoints the Successor Trustee as trustee under the Indenture and
(iv) the Successor Trustee accepts the Company's appointment as trustee under
the Indenture with respect to the Securities; and
WHEREAS, this Second Supplemental Indenture has been duly authorized by
all necessary corporate action on the part of the Company.
NOW, THEREFORE, the Company, the Prior Trustee and the Successor
Trustee agree as follows for the equal and ratable benefit of the holders of the
Securities:
ARTICLE I
ASSUMPTION OF DUTIES AS TRUSTEE UNDER THE INDENTURE
SECTION 1.1 Assumption of Duties by Successor Trustee. The Successor
Trustee hereby expressly assumes and accepts the rights, powers, duties and
obligations of the Prior Trustee as Trustee under the Indenture, upon the terms
and conditions set forth therein, with like effect as if originally named as
Trustee under the Indenture.
SECTION 1.2 Definition. The definition of "Principal Corporate Trust
Office" is hereby deleted in its entirely and inserted in lieu thereof the
following:
"'Principal Corporate Trust Office' means the corporate trust office of
the Trustee in the Borough of Manhattan, the City of New York, where Debentures
may be presented for payment, for registration of transfer and for exchange as
in this Indenture provided and where notices and demands to or upon the Company
in respect of the Debentures or of this Indenture may be served."
SECTION 1.3 Supplemental Provisions. Any other terms or provisions of
the Indenture specifically referencing the Prior Trustee shall hereafter
reference the Successor Trustee.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
SECTION 2.2 Indenture and Supplemental Indentures Construed Together.
This Second Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Second Supplemental
Indenture shall henceforth be read and construed together.
SECTION 2.3 Confirmation and Preservation of Indenture. The Indenture
as supplemented by this Second Supplemental Indenture is in all respects
confirmed and preserved.
SECTION 2.4 Conflict with Trust Indenture Act. If any provision of this
Second Supplemental Indenture limits, qualifies or conflicts with any provision
of the Trust Indenture Act ("TIA") that is required under the TIA to be part of
and govern any provision of this Second Supplemental Indenture, the provision of
the TIA shall control. If any provision of this Second Supplemental Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the provision of the TIA shall be deemed to apply to the Indenture as
so modified or to be excluded by this Second Supplemental Indenture, as the case
may be.
SECTION 2.5 Severability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 2.6 Terms Defined in the Indenture. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
SECTION 2.7 Headings. The Article and Section headings of this Second
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered part of this Second Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.
SECTION 2.8 Benefits of Second Supplemental Indenture, etc. Nothing in
this Second Supplemental Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the holders of the Securities, any
benefit of any legal or equitable right, remedy or claim under the Indenture,
this Second Supplemental Indenture or the Securities.
SECTION 2.9 Certain Duties and Responsibilities of the Trustees. In
entering into this Second Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.
SECTION 2.10 Counterparts. The parties may sign any number of copies of
this Second Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.
SECTION 2.11 Governing Law. This Second Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
BANK OF AMERICA CORPORATION U.S. BANK TRUST NATIONAL
ASSOCIATION
as Prior Trustee
/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxx
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Title: Senior Vice President Name: Xxxxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK
as Successor Trustee
/s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Agent
