EXHIBIT 4.2
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TRAVELERS INSURANCE GROUP HOLDINGS INC.
(Formerly named Travelers/Aetna Property Casualty Corp.),
TRAVELERS PROPERTY CASUALTY CORP.
(Formerly named The Travelers Insurance Group Inc.),
AS GUARANTOR
AND
JPMORGAN CHASE BANK
(Formerly named The Chase Manhattan Bank, N.A.)
AS TRUSTEE
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First Supplemental Indenture
Dated as of May 10, 2002
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to Indenture
Dated as of April 30, 1996
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THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 10, 2002 (the
"Supplemental Indenture"), by and among Travelers Insurance Group Holdings Inc.
(formerly named Travelers/Aetna Property Casualty Corp.), a Delaware corporation
(the "Company"), Travelers Property Casualty Corp. (formerly named The Travelers
Insurance Group Inc.), a Connecticut corporation, as guarantor ("Travelers"),
and JPMorgan Chase Bank (formerly named to The Chase Manhattan Bank, N.A.), a
New York banking association, as trustee (the "Trustee");
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture dated as of April 30, 1996 (the "Indenture"), providing for the
issuance by the Company from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (herein called the
"Securities");
WHEREAS, the Company currently has issued and outstanding $824,743,000
aggregate principal amount of its 8.08% Junior Subordinated Deferrable Interest
Debentures due 2036 (the "8.08% Debentures") and $103,093,- 000 aggregate
principal amount of its 8% Junior Subordinated Deferrable Interest Debentures
due 2036 (the "8% Debentures") under the Indenture;
WHEREAS, the Company is a wholly owned subsidiary of Travelers;
WHEREAS, Travelers desires to fully and unconditionally guarantee the
payment obligations of the Company with respect to the Company's issued and
outstanding securities under the Indenture, including the 8.08% Debentures and
the 8% Debentures (collectively, the "Securities") so long as the Company
remains a wholly owned subsidiary of Travelers and the Securities remain
outstanding; and
WHEREAS, the execution of the Supplemental Indenture is authorized and
permitted by Section 9.1 of the Indenture and all conditions precedent provided
for in the Indenture relating to the execution of the Supplemental Indenture
have been complied with;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That in order to
effectuate the guarantee described above, Travelers agrees with the Trustee, for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities (the "Holders"), as follows:
ARTICLE I
Guarantee
Travelers does hereby fully and unconditionally guarantee (the
"Guarantee") to the Holders the due and punctual payment of the principal of and
interest on all the Securities, according to their tenor, and the performance of
every covenant of the Indenture on the part of the Company to be performed or
observed (the "Obligations") in accordance with the provisions of the Indenture,
as supplemented, as provided below:
(a) Notice of acceptance of the Guarantee and of default of performance
by the Company is expressly waived, and payment under the Guarantee
shall be subject to no condition other than the giving of a written
request for payment in accordance with the provisions of the
Indenture, stating the fact of default of performance, mailed to
Travelers at the following address: Travelers Property Casualty
Corp., Xxx Xxxxx Xxxxxx, 0 XX, Xxxxxxxx, Xxxxxxxxxxx 00000,
Attention: Xxxx Xxxx.
(b) The right of the Holders under any debt instrument of the Company
that is outstanding as of the date hereof to claim payment from
Travelers under the Travelers Guarantee shall rank in priority of
payment with Travelers's other obligations to exactly the same
extent that the Obligations of the Company under such debt
instrument rank with the Company's other obligations, if any.
(c) The obligations of Travelers under the Guarantee shall in no way be
impaired by: (1) any extension, amendment, modification or renewal
of the Obligations; (2) any waiver of any event of default,
extension of time or failure to enforce any of the Obligations; or
(3) any extension, moratorium or other relief granted to the Company
pursuant to any applicable law or statute.
(d) The Guarantee shall be irrevocably valid until, and no claim may be
asserted under the Guarantee after, the earliest to occur of: (1)
the tenth business day following the maturity date of all the
Securities, either upon their respective stated maturities,
redemption or otherwise; (2) the date on which the Company ceases to
be a wholly owned subsidiary of Travelers, as set forth in an
Officer's Certificate of Travelers delivered to the Trustee; and (3)
the date on which Travelers ceases to be a reporting company under
the Securities Exchange Act of 1934, as amended, as set forth in an
Officer's Certificate of Travelers delivered to the Trustee.
(e) Travelers shall be obligated to make payment under the Guarantee
only by payment to the Trustee, for the benefit of the Holders, at
the same address as the Company is obligated to make payment
pursuant to the Indenture, provided that such address must be in the
United States.
(f) Travelers shall have no obligation to make payment or take action
under the Guarantee during any period when payment by the Company,
in accordance with the provisions of the Indenture, would constitute
a violation of any applicable laws (other than bankruptcy,
liquidation, reorganization or similar laws affecting the
enforcement of the rights of creditors generally).
(g) Travelers may assign its obligations under the Guarantee to any of
its affiliates, upon providing written notice of such assignment to
the Trustee, whereupon such assignee shall be substituted in lieu of
Travelers with respect to the performance of the Obligations
theretofore to be performed by Travelers as described in this
Article One.
ARTICLE II
Section 7.4. of the Indenture is deleted in its entirety. The following
will be inserted as a new Section 7.4. of the Indenture:
Section 7.4. Reports by Travelers and the Company.
Travelers and the Company and shall:
2
(1) file with the Trustee, within 15 days after Travelers or the
Company, as the case may be, is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which Travelers and the Company
may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or, if Travelers or the Company is
not required to file information, documents or reports pursuant to either of
said Sections, then Travelers or the Company, as the case may be, shall file
with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such supplementary
and periodic information, documents and reports which may be required pursuant
to Section 13 of the Securities Exchange Act of 1934 in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;
(2) file with the Trustee and the Commission in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by
Travelers or the Company, as the case may be, with the conditions and covenants
of this Indenture as may be required from time to time by such rules and
regulations; and
(3) transmit to all Holders, as their names and addresses appear in
the Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
Travelers or the Company, as the case may be, pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission.
ARTICLE III
Miscellaneous Provisions
SECTION 3.1 Execution as Supplemental Indenture. This Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Indenture and, as provided in the Indenture, this Supplemental Indenture forms
a part thereof. Except as herein expressly otherwise defined, the use of the
terms and expressions herein is in accordance with the definitions, uses and
constructions contained in the Indenture. Except as expressly amended hereby,
the Indenture shall continue in full force and effect in accordance with the
provisions thereof and the Indenture is in all respects hereby ratified and
confirmed.
SECTION 3.2 Responsibility for Recitals, etc. The recitals herein and in
the Securities (except in the Trustee's certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representations
as to the validity or sufficiency of this Supplemental Indenture or of the
Securities. The Trustee makes no undertakings or representations in respect of,
and shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
SECTION 3.3 Provisions Binding on Successors. All of the covenants,
stipulations, premises and agreements made in this Supplemental Indenture by the
Company and Travelers shall bind their respective successors and assigns whether
so expressed or not.
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SECTION 3.4 New York Contract. This 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 construed in accordance with the laws of said State.
SECTION 3.5 Execution and Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which when 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 parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
TRAVELERS INSURANCE GROUP
HOLDINGS INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
ATTEST:
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
TRAVELERS PROPERTY CASUALTY CORP.,
as Guarantor
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
ATTEST:
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
JPMORGAN CHASE BANK, as Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
ATTEST:
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Trust Officer
STATE OF CONNECTICUT)
) ss.:
COUNTY OF HARTFORD )
On this 9th day of May, 2002, before me personally came Xxxxxxx X. Xxxxx,
to me personally known, who, being by me duly sworn, did depose and say that he
resides in Watch Hill, RI, that he is a Treasurer of Travelers Insurance Group
Holdings Inc., 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.
[NOTARIAL SEAL]
/s/ Xxxxx X. Xxxxxx
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Notary Public
STATE OF CONNECTICUT)
) ss.:
COUNTY OF HARTFORD )
On this 9th day of May, 2002 before me personally came Xxxxxxx X. Xxxxx,
to me personally known, who, being by me duly sworn, did depose and say that he
resides in Watch Hill, RI, that he is a Treasurer of Travelers Property Casualty
Corp., 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.
[NOTARIAL SEAL]
/s/ Xxxxx X. Xxxxxx
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Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 9th day of May, 2002, before me personally came Xxxxxx Xxxxxxxx,
to me personally known, who, being by me duly sworn, did depose and say that he
resides in Little Silver, NJ, that he is an Assistant Vice President of JPMorgan
Chase Bank (formerly named The Chase Manhattan Bank, N.A.), 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 she signed his name thereto by like
authority.
[NOTARIAL SEAL]
/s/ Xxxxxxxxx XxXxxx
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Notary Public
