Exhibit 4(p)
FIRST SUPPLEMENTAL INDENTURE
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TO INDENTURE DATED JUNE 10, 1994
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The FIRST SUPPLEMENTAL INDENTURE dated as of November 14, 2001
is executed by and between KEYCORP, a corporation duly organized and existing
under the laws of the State of Ohio (the "Company"), and BANKERS TRUST COMPANY,
a New York banking corporation duly organized and existing under the laws of the
State of New York acting as trustee (the "Trustee") under that certain Indenture
dated as of June 10, 1994 between the Company and the Trustee (the "Indenture").
WHEREAS, pursuant to the Indenture the Company issues senior
debt securities from time to time (the "Debt Securities");
WHEREAS, Section 901 of the Indenture provides that, without
the consent of any Holders of Debt Securities or coupons, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture
supplemental to the Indenture for the purpose of making any other provisions
with respect to matters or questions arising under the Indenture, provided that
such action shall not adversely affect the interests of the Holders of Debt
Securities of such series in any material respect;
WHEREAS, the Company desires to add a paragraph to Section 301
of the Indenture providing for the reopening from time to time of an Outstanding
series of Debt Securities;
WHEREAS, such amendment will not adversely affect the
interests of the Holders of the Debt Securities of any Outstanding series of
Debt Securities in any material respect;
WHEREAS, the Company has authorized the execution and delivery
of this Supplemental Indenture; and
WHEREAS, all other conditions precedent to the execution and
delivery of this First Supplemental Indenture have been satisfied.
NOW, THEREFORE, the parties agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of Debt
Securities to add the following paragraph to Section 301 of the Indenture:
1. With respect to any series of Debt Securities issued after the date
hereof the Company may, without the consent of any existing Holders of
Debt Securities, issue additional Debt Securities of any such series,
that are Outstanding from time to time under this Indenture, so long
as, on the date of issuance of such additional Debt Securities no Event
of Default shall have occurred and be continuing with respect to such
series of Debt Securities. Any such additional Debt Securities shall
have the same rankings, interest rate, maturity and other identical
terms and conditions as the previously issued and Outstanding series of
Debt Securities. In such event, additional Debt Securities will,
together with the previously issued and outstanding relevant series of
Debt Securities constitute a single series of Debt Securities of the
Company under the Indenture.
2. The Indenture as amended or modified by this First Supplemental
Indenture is ratified and confirmed in all respects and the Indenture
as so amended shall be read, taken and construed as one and the same
instrument. This First Supplemental
Indenture shall become effective upon execution and delivery hereof by
all parties hereto. This First Supplemental Indenture may be executed
in any number of counterparts, each of which counterparts together
shall constitute one and the same instrument. All capitalized terms not
otherwise defined here shall have the meanings defined in the
Indenture.
3. The Trustee accepts the modification of the Indenture affected by this
First Supplemental Indenture, but only upon the terms and conditions
set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the accuracy of
the recitals contained herein, which recitals shall be taken as the
statements of the Company.
4. If and to the extent that any provision of this First Supplemental
Indenture limits, qualifies or conflicts with another provisions
included in this First Supplemental Indenture, or in the Indenture,
which provision is required to be included in this First Supplemental
Indenture or the Indenture, as applicable, by any of the provisions of
Sections 310 to 317, inclusive, of the Trust Indenture Act, such
required provisions shall control.
5. All Debt Securities authenticated and delivered after the date hereof
in exchange for or in lieu of any Debt Securities theretofore issued
shall, pursuant to Section 906 of the Indenture, have imprinted or
stamped thereon a legend in substantially the following form:
The Indenture was amended pursuant to a First Supplemental
Indenture dated as of November 14, 2001, copies of which are
available from the Company or the Trustee.
6. This First Supplemental Indenture shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of said State.
IN WITNESS WHEREOF, the undersigned have signed this First
Supplemental Indenture as of the date first above written.
KEYCORP
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President
ATTEST:
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
BANKERS TRUST COMPANY,
individually and as Trustee
By /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Associate
ATTEST:
/s/ Xxxxxxx Xxxxxxxxxxxx
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Xxxxxxx Xxxxxxxxxxxx
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