Exhibit 4.7
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 18, 1997, is
between LOEWS CORPORATION, a Delaware corporation (the "Company"), and THE CHASE
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MANHATTAN BANK, a New York corporation, successor by merger to Chemical Bank, a
New York corporation, successor by merger to Manufacturers Hanover Trust
Company, as trustee (herein called the "Trustee").
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PRELIMINARY STATEMENT
The Company and the Trustee have entered into an Indenture (herein called
the "Indenture"), dated as of December 1, 1985. Capitalized terms used herein,
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not otherwise defined herein, shall have the meanings given them in the
Indenture.
Section 901 of the Indenture provides that, under certain circumstances, a
supplemental indenture may be entered into by the Company and the Trustee
without the consent of any Holders of Debt Securities. In accordance with the
terms of Sections 901(5) and 901(6) of the Indenture, the Company has, by Board
Resolution, authorized this First Supplemental Indenture. The Trustee has
determined that this First Supplemental Indenture is in form satisfactory to it.
This First Supplemental Indenture modifies the terms of the Indenture only
insofar as they are applicable to Debt Securities issued under the Indenture
after the date of this First Supplemental Indenture.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Debt
Securities issued under the Indenture from and after the date of this First
Supplemental Indenture, as follows:
1. Article One will be modified by the addition of the following
definitions:
"Depository" means, unless otherwise specified by the Company pursuant to
either Section 205 or 301, with respect to Debt Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New York,
New York, or any successor thereto registered as a clearing agency pursuant to
the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation.
"Global Security", when used with respect to any series of Debt Securities
issued hereunder, means a Debt Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depository pursuant to the
Depository's instruction, all in accordance with this Indenture and an indenture
supplemental hereto, if any, or Board Resolution and pursuant to a Company
Order, which Global Security shall be registered in the name of the Depository
or its nominee and which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
2. Article Two will be modified by the addition of a new Section 205 as
follows:
Section 205. Debt Securities Issuable in the Form of a Global Security.
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(a) If the Company shall establish pursuant to Sections 202 and 301 that the
Debt Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Company shall execute and
the Trustee or its agent shall, in accordance with Section 303 and the Company
Order delivered to the Trustee or its agent thereunder, authenticate and deliver
such Global Security or Global Securities, which (i) shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, the
Outstanding Debt Securities of such series to be represented by such Global
Security or Global Securities, or such portion thereof as the Company shall
specify in a Company Order, (ii) shall be registered in the name of the
Depository for such Global Security or Global Securities or its nominee, (iii)
shall be delivered by the Trustee or its agent to the Depository or its nominee
pursuant to the Depository's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless this certificate is presented by
an authorized representative of the Depository to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of the nominee of the Depository or in such other name as
is requested by an authorized representative of the Depository (and any payment
is made to the nominee of the Depository or to such other entity as is requested
by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, the nominee of the Depository, has an interest
herein."
(b) Notwithstanding any other provision of this Section 205 or of Section
305, and subject to the provisions of paragraph (c) below, unless the terms of a
Global Security expressly permit
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such Global Security to be exchanged in whole or in part for certificates
representing Debt Securities, a Global Security may be transferred, in whole but
not in part and in the manner provided in Section 305, only to a nominee of the
Depository for such Global Security, or to the Depository, or a successor
Depository for such Global Security selected or approved by the Company, or to a
nominee of such successor Depository.
(c) (i) If at any time the Depository for a Global Security notifies the
Company that it is unwilling or unable to continue as Depository for such Global
Security or if at any time the Depository for the Global Securities for such
series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depository with respect to such Global
Security. If a successor Depository for such Global Security is not appointed
by the Company within 90 days after the Company receives notice or becomes aware
of such ineligibility, the Company will execute, and the Trustee or its agent,
upon receipt of a Company Request for the authentication and delivery of
certificates representing Debt Securities of such series in exchange for such
Global Security, will authenticate and deliver, certificates representing Debt
Securities of such series of like tenor and terms in an aggregate principal
amount equal to the principal amount of such Global Security in exchange for
such Global Security.
(ii) The Company may at any time and in its sole discretion determine that
the Debt Securities of any series or portion thereof issued or issuable in the
form of one or more Global Securities shall no longer be represented by such
Global Security or Global Securities. In such event the Company will execute,
and the Trustee, upon receipt of a Company Request for the authentication and
delivery of certificates representing Debt Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and deliver
certificates representing Debt Securities of such series of like tenor and terms
in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Global Securities representing such series or
portion thereof in exchange for such Global Security or Global Securities.
(iii) If specified by the Company pursuant to Sections 202 and 301 with
respect to Debt Securities issued or issuable in the form of a Global Security,
the Depository for such Global Security may surrender such Global Security in
exchange in whole or in part for certificates representing Debt Securities of
such series of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depository. Thereupon the Company shall
execute, and the Trustee or its agent shall authenticate and deliver, without a
service charge, (1) to each
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Holder specified by the Security Registrar or the Depository a certificate or
certificates representing Debt Securities of the same series of like tenor and
terms and of any authorized denomination as requested by such person in an
aggregate principal amount equal to and in exchange for such Holder's beneficial
interest as specified by the Security Registrar or the Depository in the Global
Security; and (2) to such Depository a new Global Security of like tenor and
terms and in an authorized denomination equal to the difference, if any, between
the principal amount of the surrendered Global Security and the aggregate
principal amount of certificates representing Debt Securities delivered to
Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver certificates representing Debt Securities in definitive
registered form in authorized denominations for Debt Securities of the same
series or any integral multiple thereof. Upon the exchange of the entire
principal amount of a Global Security for certificates representing Debt
Securities, such Global Security shall be cancelled by the Trustee or its agent.
Except as provided in the preceding paragraph, certificates representing Debt
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations for Debt
Securities of that series or any integral multiple thereof, as the Security
Registrar or the Depository shall instruct the Trustee or its agent. The
Trustee or the Security Registrar shall deliver at the Trustee's Corporate Trust
Office such certificates representing Debt Securities to the Holders in whose
names such Debt Securities are so registered.
3. The word "and" following Section 301(9) will be deleted, Section
301(10) will be renumbered Section 301(11), and a new Section 301(10) will be
added, as follows:
(10) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Global Securities, the terms and
conditions, if any, upon which such Global Security or Global Securities may be
exchanged in whole or in part for certificates representing Debt Securities, and
the Depository for such Global Security or Global Securities; and
4. A new paragraph will be added to the end of Section 305, as follows:
None of the Trustee, any agent of the Trustee, any Paying Agent or the
Depository will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or
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for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
5. Section 501(5) will be modified by replacing the amount of
"$10,000,000" in the sixth line thereof with "$50,000,000".
6. This First Supplemental Indenture does not modify the Indenture in any
respect with regard to Debt Securities issued thereunder prior to the date of
this First Supplemental Indenture, and the terms of such Debt Securities will
not be modified by this First Supplemental Indenture.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this First
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized and the seal of the Company and the Trustee duly
attested to be hereunto affixed all as of the day and year first above written.
LOEWS CORPORATION
[SEAL] By: /s/ Xxxx X. Xxxxxx
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Its: Vice President
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THE CHASE MANHATTAN BANK
[SEAL] By: /s/ Xxxxxx Xxxxxxxx
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Its: Second Vice President
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 18th day of February, 1997, before me personally came Xxxxxx
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Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he
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resides at New York, New York; that he is a Second Vice President of THE CHASE
MANHATTAN BANK, one of the banking corporations described herein and that
executed the above instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by the Board of Directors of said corporation and that he signed his
name thereto by order of the Board of Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[NOTARIAL SEAL]
/s/ Xxxxx X. Xxxxxxxx
______________________________
Notary Public
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 19th day of February, 1997, before me personally came Xxxx X.
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Garson, to me known, who, being by me duly sworn, did depose and say that he
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resides at New York, New York; that he is a Vice President of LOEWS CORPORATION,
the corporation described herein and that executed the above instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by the Board of Directors of said
corporation and that he signed his name thereto by order of the Board of
Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[NOTARIAL SEAL] /s/ Xxxxx Xxxxxxxxx
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Notary Public
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