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EXHIBIT 4.1
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FIRST SUPPLEMENTAL INDENTURE
BETWEEN
WELLS FARGO & COMPANY
AND
CITIBANK, N.A.
Dated as of October 12, 2000
SUPPLEMENTAL TO INDENTURE
DATED JULY 21, 1999
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THIS FIRST SUPPLEMENTAL INDENTURE dated as of October 12, 2000 between
WELLS FARGO & COMPANY, a Delaware corporation (the "Issuer"), and CITIBANK,
N.A., as trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Issuer and the Trustee are parties to that certain Indenture
dated as of July 21, 1999 (the "Indenture");
WHEREAS, the Issuer established and issued its Medium-Term Notes, Series A,
Senior Floating Rate Notes, EXtendible Liquidity SecuritiesSM (the "Notes");
WHEREAS, Section 901 of the Indenture provides that, without the consent of
the Holders, the Issuer, when authorized by a Board Resolution, and the Trustee
may enter into indentures supplemental to the Indenture for the purpose of,
among other things, making any provisions with respect to matters or questions
arising under the Indenture which are not inconsistent with any provision of the
Indenture; provided that no such other provisions shall adversely affect the
interests of the Holders of Securities in any material respect.
WHEREAS, the Issuer desires to modify certain provisions of the Notes to
reflect a modification in the timing of the acceptances of notices provided to
the Paying Agent under the Notes;
WHEREAS, the entry into this First Supplemental Indenture by the parties
hereto is in all respects authorized by the provisions of the Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid indenture and agreement according to its terms have been done;
NOW, THEREFORE:
In consideration of the premises herein set forth, the Issuer and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Notes as follows:
ARTICLE 1
Section 1.01. Amendment of the Notes. The provisions of the Notes contained
under the headings "Option to Extend Maturity" and "Election Period" are hereby
amended and restated in their entirety as follows:
Option to Extend
Maturity: During the Election Period for any Election Date, if the
option to extend the maturity of this Security is exercised,
the maturity of this Security, or of any portion of this
Security having a principal amount of
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$1,000 or any larger multiple in excess thereof for which
such option has been exercised, shall be extended to the
Extended Maturity Date corresponding to such Election Date.
In order to exercise the option to extend the maturity of
all, or any portion, of the principal amount of this
Security, the holder of this Security must deliver to the
Paying Agent during the relevant Election Period (i) the
form entitled "Option to Extend Maturity" included below
duly completed and, in the event of an election to extend
the maturity of only a portion of the principal amount of
this Security, this Security or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a
national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the
name of the holder of this Security, the principal amount
hereof, the certificate number of this Security or a
description of this Security's tenor or terms, a statement
that the option to elect extension of maturity is being
exercised thereby, the principal amount hereof with respect
to which such option is being exercised and a guarantee that
the form entitled "Option to Extend Maturity" included below
duly completed and, in the event of an election to extend
the maturity of only a portion of the principal amount of
this Security, this Security will be received by the Paying
Agent no later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter;
provided that such telegram, telex, facsimile transmission
or letter shall not be effective unless this Security (if
required to be surrendered as aforesaid) and such form duly
completed are received by the Paying Agent by such fifth
Business Day. Such option may be exercised by the holder for
less than the entire principal amount hereof provided that
the principal amount for which such option is not exercised
is at least $1,000 or any larger amount that is an integral
multiple of $1,000.
If the option to extend the maturity of any portion hereof
is not duly exercised within the Election Period for any
such Election Date, a new Security or Securities in the form
attached hereto as Exhibit A
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(each, a "Short-Term Security") for all or that portion of
the principal amount hereof as to which such option to
extend has not been made and having as its or their "Stated
Maturity Date" (as such term is used in each such Short-Term
Security) the Final Maturity Date corresponding to such
Election Date shall be issued (whose issuance date shall be
such Election Date) in the name of the holder hereof,
subject to delivery of this Security to the Paying Agent,
and Schedule I hereto shall be annotated as of such Election
Date to reflect the corresponding decrease in the principal
amount hereof. The failure to elect to extend the maturity
of all or any portion of this Security will be irrevocable
and will be binding upon any subsequent holder of such this
Security.
The Issuer and the Trustee shall deem this Security
cancelled as to any portion of the principal amount hereof
for which a duly completed form entitled "Option to Extend
Maturity" and, if applicable, this Security are not
delivered to the Paying Agent within the applicable Election
Period in accordance with the terms of this Security.
The maturity of this Security will not be extended beyond
September 14, 2005, or if such day is not a Business Day,
the immediately preceding Business Day.
Election Period: With respect to any Election Date, the period beginning on
the fifth Business Day preceding such Election Date to, and
including, such Election Date; provided, however, that if
such Election Date is not a Business Day, the Election
Period will be extended to the next day that is a Business
Day; provided further that the holder of this Security must
deliver its duly completed "Option to Extend Maturity" on or
prior to 5:00 p.m. on the last Business Day in the Election
Period.
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ARTICLE 2
MISCELLANEOUS PROVISIONS
Section 2.01. Further Assurances. The Issuer will, upon request by the
Trustee, execute and deliver such further instruments and do such further acts
as may reasonably be necessary or proper to carry out more effectively the
purposes of this First Supplemental Indenture.
Section 2.02. Other Terms of Indenture. Except insofar as herein otherwise
expressly provided, all provisions, terms and conditions of the Indenture are in
all respects ratified and confirmed and shall remain in full force and effect.
Section 2.03. Terms Defined. All terms defined elsewhere in the Indenture
shall have the same meanings when used herein.
Section 2.04. Governing Law. This First Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New York and for all
purposes shall be construed in accordance with the laws of such State, except as
may otherwise be required by mandatory provisions of law.
Section 2.05. Counterparts. This First Supplemental Indenture 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 2.06. Responsibility of the Trustee. The recitals contained herein
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attached, all as of October 12, 2000.
WELLS FARGO & COMPANY
[CORPORATE SEAL]
By /s/ Paul D. Ardleigh
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Name: Paul D. Ardleigh
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Title: Senior Vice President
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Attest:
By /s/ Laurel A. Holschuh
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Secretary
CITIBANK, N.A.
[CORPORATE SEAL]
By /s/ Florence Mills
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Name: Florence Mills
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Title: Senior Trust Officer
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Attest:
By Nancy Forte
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Senior Trust Officer
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STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On this 12th day of October, 2000, before me personally came Paul D.
Ardleigh to me personally known, who, being by me duly sworn, did depose and say
that he resides at 111 Pine Street, 8th Floor, San Francisco, California, that
he is a Senior Vice President of Wells Fargo & Company, one of the corporations
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
/s/ Karen A. Heaney
[NOTARIAL SEAL] -----------------------------------------
Notary Public
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STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On this 12th day of October, 2000, before me personally came Florence Mills
to me personally known, who, being by me duly sworn, did depose and say that she
resides at 111 Wall Street, 14th Floor, New York, New York 10005, that she is a
Senior Trust Officer of Citibank, N.A., one of the corporations described in and
which executed the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.
/s/ Peter M. Pavlyshin
[NOTARIAL SEAL] -----------------------------------------
Notary Public
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