Exhibit 4.6
THIRD SUPPLEMENTAL
INDENTURE
DATED AS OF MAY 4,
2009
To Indenture Regarding
Subordinated Securities, dated as of May 24,
1996,
as Amended by the First
Supplemental Indenture dated as of December 23, 2003 and
the
Second Supplemental Indenture
dated as of September 24, 2004, by and between
BB&T
CORPORATION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
THIRD SUPPLEMENTAL
INDENTURE
This THIRD SUPPLEMENTAL INDENTURE,
dated as of May 4, 2009 (the “Third Supplemental
Indenture”), is made and entered into by and between BB&T
Corporation, a North Carolina corporation formerly known as
Southern National Corporation (“BB&T”), and U.S.
Bank National Association, a national banking association,
successor to the corporate trust business of State Street Bank and
Trust Company, as trustee (the “Trustee”) under the
Indenture Regarding Subordinated Securities, dated as of
May 24, 1996, as amended by the First Supplemental Indenture
dated as of December 23, 2003 and the Second Supplemental
Indenture dated as of September 24, 2004, by and between
BB&T and the Trustee (as so amended, the
“Indenture”).
Recitals
WHEREAS, BB&T and the Trustee
are parties to the Indenture which provides, pursuant to
Section 2.01 and subject to compliance with other terms of the
Indenture, for the issuance of an unlimited amount of
Securities;
WHEREAS, BB&T desires to issue
and sell, from time to time, medium-term notes pursuant to the
Indenture (the “Medium-Term Notes”), which Medium-Term
Notes shall represent a single series of Securities under the
Indenture (such series being referred to herein as the
“Medium-Term Notes Series”);
WHEREAS, BB&T desires to make
certain modifications to the Indenture in accordance with the terms
of the Indenture, among other reasons, in order to facilitate the
issuance of the Medium-Term Notes;
WHEREAS, Section 9.01 of the
Indenture provides, among other things, that BB&T and the
Trustee may amend the Indenture without the consent of the holders
of any Securities to cure any ambiguity or to correct or supplement
any provision contained in the Indenture or in any supplemental
indenture that may be defective or inconsistent with any other
provision contained
in the Indenture or in any supplemental
indenture, or to make such other provisions in regard to matters or
questions arising under the Indenture that shall not adversely
affect the interests of the holders of Outstanding Securities of
any series or any related coupons;
WHEREAS, BB&T desires to amend
the Indenture to modify Sections 1.01, 2.01, 10.01 and 16.10 of the
Indenture with respect to all series of Securities, including
without limitation the Medium-Term Notes Series, issued on or after
the date hereof as further described herein;
WHEREAS, each of BB&T’s
Chief Executive Officer, Chief Financial Officer, Treasurer, any
Senior Executive Vice President and any other person designated by
any of them in writing (each, an “Authorized Officer”)
is duly authorized, acting singly, to act in the name of and on
behalf of BB&T with respect to this Third Supplemental
Indenture;
WHEREAS, an Authorized Officer so
acting has determined that the actions and other matters set forth
in this Third Supplemental Indenture do not adversely affect the
interests of the holders of Outstanding Securities, has approved
the actions and other matters set forth in this Third Supplemental
Indenture, and has duly executed and delivered this Third
Supplemental Indenture; and
WHEREAS, BB&T and the Trustee
are executing and delivering this Third Supplemental Indenture in
order to effectuate the foregoing modifications and
provisions.
NOW, THEREFORE, for good and
valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, it is mutually agreed, for the benefit of each
other and for the equal and ratable benefit of all holders of
Securities affected or to be affected hereby:
Ratification
This Third Supplemental Indenture
constitutes an integral part of, is supplemental to, and is entered
into in accordance with Sections 2.01 and 9.01 of the Indenture
and, except as modified, amended and supplemented by this Third
Supplemental Indenture, the provisions of the Indenture are
ratified and confirmed in all respects and shall remain in full
force and effect. The Indenture, as amended by this Third
Supplemental Indenture, is in all respects acknowledged, ratified
and confirmed. All provisions of this Third Supplemental Indenture
shall be deemed to be incorporated in, and made a part of the
Indenture, and the Indenture, as supplemented and amended by this
Third Supplemental Indenture, shall be read, taken and construed as
one and the same instrument.
Amendments to
Indenture
1. Amendments to
Section 1.01. Section 1.01 (Definitions) of the
Indenture is hereby amended with respect to all series of
Securities issued on or after the date of this Third Supplemental
Indenture by deleting in its entirety the definition of
“Business Day” contained therein and replacing it with
the following:
““Business Day”,
with respect to each series of Securities, means any day other than
a Saturday or Sunday that is neither a legal holiday nor a day on
which banking institutions are authorized or obligated by law or
regulation to close in either The City of New York
2
or, with respect to Registered
Securities that will bear interest based on a specified percentage
of London interbank offered quotations (“LIBOR”), in
London, England, or, in the case of Bearer Securities, in any Place
of Payment, or shall have the meaning otherwise specified in the
Securities of such series or otherwise established by the Company
in the manner provided in Section 2.01 in connection with
establishing such series of Securities.”
Except as provided in this
Section 1 of the Third Supplemental Indenture, all other
definitions set forth in Section 1.01 of the Indenture shall
remain in full force and effect and are not affected by this Third
Supplemental Indenture.
2. Amendments to
Section 2.01 . Section 2.01 (Amount Unlimited;
Issuable in Series) of the Indenture is hereby amended with respect
to all series of Securities issued on or after the date of this
Third Supplemental Indenture by:
(a) Deleting the following language
(the second paragraph of Section 2.01) in its
entirety:
“The terms and conditions
listed below, as applicable, of any series of Securities shall be
established either in an indenture supplemental hereto or in or
pursuant to a resolution of the Board of
Directors:”
And replacing such language with the
following language (which shall become such second paragraph of
Section 2.01):
“The terms and conditions
listed below, as applicable, of any series of Securities shall be
established either in or pursuant to authority granted by one or
more resolutions of the Board of Directors and, subject to
Section 2.04, set forth, or determined in the manner provided,
in an Officers’ Certificate or Company Order, or established
in one or more indentures supplemental hereto:”
(b) Deleting the following language
(the last sentence of Section 2.01) in its
entirety:
“All Securities of the same
series and the coupons appertaining to Bearer Securities of such
series, if any, shall be substantially identical except as to
denomination and except as may otherwise be provided either in an
indenture supplemental hereto or a resolution of the Board of
Directors.”
And replacing such language with the
following language (which shall become the last two sentences of
Section 2.01):
“All Securities of the same
series and the coupons appertaining to Bearer Securities of such
series, if any, shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant
to such resolution(s) of the Board of Directors (subject to
Section 2.04) and set forth in such Officers’
Certificate or Company Order or in any such indenture supplemental
hereto. All Securities of a series need not be issued at the same
time,
3
and with respect to Securities of a
series that may not be originally issued at one time, such
resolution of the Board of Directors and Officers’
Certificate or Company Order or indenture supplemental hereto may
provide general terms or parameters for Securities of such series,
and the specific terms of particular Securities of such series
shall be specified in a resolution of the Board of Directors, an
Officers’ Certificate or Company Order, an in
