Exhibit 4.6
__________________________________________
__________________________________________
AETNA SERVICES, INC.
(formerly Aetna Life and Casualty Company)
AETNA INC.
AND
STATE STREET BANK AND TRUST COMPANY,
AS SUCCESSOR TRUSTEE
_______
FIRST INDENTURE SUPPLEMENT
Dated as of August 1, 1996
to
INDENTURE
Dated as of October 15, 1986
Between
Aetna Services, Inc.
(formerly Aetna Life and Casualty Company)
and
State Street Bank and Trust Company,
as successor Trustee
_____________________________________
_____________________________________
FIRST INDENTURE SUPPLEMENT
FIRST INDENTURE SUPPLEMENT, dated as of August 1, 1996, among AETNA
SERVICES, INC. (formerly Aetna Life and Casualty Company), a
corporation duly organized and validly existing under the laws of the
State of Connecticut (the "Company"), AETNA INC., a corporation duly
organized and validly existing under the laws of the State of
Connecticut (the "Guarantor"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company, as successor trustee (the
"Trustee").
RECITALS OF THE COMPANY AND THE GUARANTOR
The Company and the Trustee have heretofore executed and
delivered an Indenture dated as of October 15, 1986 (the
"Indenture"), which provides for the issuance from time to time by
the Company of its unsecured debentures, notes or other evidences
of indebtedness in one or more series ("Securities", as more fully
defined in the Indenture).
Pursuant to an Agreement and Plan of Merger dated as of
March 30, 1996, as amended by Amendment No. 1 thereto dated as of
May 30, 1996 among the Company, the Guarantor, U.S. Healthcare,
Inc., Antelope Sub, Inc., a wholly owned subsidiary of the
Guarantor ("Aetna Sub"), and New Merger Corporation, a wholly
owned subsidiary of the Guarantor, on July 19, 1996 Aetna Sub was
merged with and into the Company with the result that the Company
is as of the date of this First Indenture Supplement a direct
wholly-owned subsidiary of the Guarantor. In connection with such
merger the Company's Certificate of Incorporation was amended to
change its name to Aetna Services, Inc.
As of the date of this First Indenture Supplement, the
only Securities of the Company that have been issued and remain
outstanding under the Indenture consist of $100 million original
principal amount of 8 5/8% Notes due March 1, 1998 (the "8 5/8%
Notes") and $200 million original principal amount of 8%
Debentures due January 15, 2017 (the "8% Debentures").
This First Indenture Supplement amends the Indenture,
pursuant to Section 11.01 thereof: (i) to provide for the full and
unconditional guarantee by the Guarantor of the due and punctual
payment of the principal of, premium, if any, and interest on the
8 5/8% Notes and the 8% Debentures previously issued under the
Indenture, (ii) to set forth certain provisions that are deemed to
have been made part of the Indenture by operation of law pursuant
to the Trust Indenture Reform Act of 1990 and (iii) to make
certain other changes to the terms of the Indenture.
All acts and proceedings required by law, by the
Indenture and by the certificates of incorporation and bylaws of
the Company and the Guarantor necessary to constitute this First
Indenture Supplement a valid and binding agreement for the uses
and purpose herein set forth in accordance with its terms have
been done and
performed, and the execution and delivery of this First Indenture
Supplement have in all respects been duly authorized.
NOW, THEREFORE, in consideration of the foregoing and
other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each party agrees as follows for the
benefit of the other parties and for the equal and ratable benefit
of the holders of the Securities.
ARTICLE 1
AMENDMENTS
SECTION 1.01. The Guarantor is hereby made a party to
the Indenture.
SECTION 1.02. Section 1.01 of the Indenture is hereby
amended to add to the definitions set forth in such Section the
following additional definitions in the appropriate alphabetical
order:
First Indenture Supplement:
The term "First Indenture Supplement" shall mean
the First Indenture Supplement dated as of August 1, 1996
to this Indenture.
Guarantee:
The term "Guarantee" shall mean the guarantee set
forth in Section 15.01 hereof, including any evidence of
such guarantee by endorsement on any Guaranteed Security
pursuant to Section 15.02 hereof. The Guarantee shall be
deemed part of the Guaranteed Securities.
Guaranteed Securities:
The term "Guaranteed Securities" shall mean,
collectively, the $100 million in original principal amount
of 8 5/8% Notes due March 1, 1998 and the $200 million in
original principal amount of 8% Debentures due January 15,
2017, issued under the Indenture prior to the date of the
First Indenture Supplement and remaining outstanding as of
such date and "Guaranteed Security" means any of such
Securities.
Guarantor:
The term "Guarantor" shall mean AETNA INC., a Connecticut
corporation, and, subject to the provisions of Section 15.06,
shall also include its successors and assigns.
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SECTION 1.03. (a) The definition of "Board of
Directors" set forth in Section 1.01 of the Indenture is hereby
amended by inserting the words "or of the Guarantor, as the case
may be" immediately after the words "the Company" therein.
(b) The definition of "Corporate Trust Office" set forth
in Section 1.01 of the Indenture is hereby amended by replacing
the address set forth therein with "750 Main Street, Suite 1114,
Hartford, Connecticut 06103."
(c) The definition of "Officers' Certificate" set forth
in Section 1.01 of the Indenture is hereby amended by inserting
the words "or of the Guarantor, as the case may be" immediately
after the words "the Company" in the first sentence thereof.
(d) The definition of "Opinion of Counsel" set forth in
Section 1.01 of the Indenture is hereby amended by inserting the
words ", the Guarantor, as the case may be," immediately after the
words "the Company" in the first sentence thereof.
SECTION 1.04. A new Article Fifteen is added to the
Indenture to read in its entirety as follows:
ARTICLE FIFTEEN
Guarantee
SECTION 15.01. Guarantee. The Guarantor hereby
unconditionally guarantees to each holder of a Guaranteed
Security authenticated and delivered by or on behalf of
the Trustee the due and punctual payment of the principal
of, premium, if any, and interest on such Guaranteed
Security, when and as the same shall become due and
payable, whether at maturity, by declaration of
acceleration, call for redemption or otherwise, according
to the terms of such Guaranteed Securities and of the
Indenture. In case of default by the Company in the
payment of any such principal, premium or interest, the
Guarantor hereby agrees duly and punctually to make any
such payment when and as the same shall become due and
payable, whether at maturity, by declaration of
acceleration, call for redemption or otherwise, and as if
such payment was made by the Company. The Guarantor
hereby agrees that its obligations hereunder shall be as
if it were principal debtor and not merely surety, and
shall be absolute and unconditional, irrespective of, and
shall be unaffected by, the validity, legality or
enforceability of any such Guaranteed Security or the
Indenture, the absence of any action to enforce the same,
or any waiver, modification, indulgence or consent
granted to the Company with respect thereto by the holder
of any Guaranteed Security of any series or by the
Trustee, the recovery of any judgment against the Company
or any action to enforce the same, or any other
circumstance that
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might otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor; provided, however,
that notwithstanding the foregoing, no such waiver,
modification or indulgence shall, without the consent of
the Guarantor, increase the principal amount of a
Guaranteed Security or the interest rate thereon or
increase any premium payable upon redemption thereof.
The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Company, any right
of set-off or counterclaim, any right to require a
proceeding first against the Company, protest or notice
with respect to any Guaranteed Security or the
indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be
discharged as to any Guaranteed Security except by
payment in full of the principal of (premium, if any) and
interest on such Guaranteed Security.
The Guarantor shall be subrogated to all rights
against the Company of any person in whose name any
Guaranteed Security is registered in respect of any
amounts paid to such person by the Guarantor pursuant to
the provisions of the Guarantee; provided, however, that
the Guarantor shall not, without the consent of the
holders in whose names all the Guaranteed Securities of
such series then outstanding are registered, be entitled
to enforce, or to receive, any payments arising out of or
based upon such right of subrogation until the principal
of, premium, if any, and interest then due and payable on
all Guaranteed Securities of the relevant series shall
have been irrevocably paid in full in accordance with the
terms of such Guaranteed Securities.
The Guarantee is a guarantee of payment when due and
not of collection. The Guarantee shall continue to be
effective, or be reinstated, as the case may be, in
respect of any Guaranteed Securities if at any time
payment, or any part thereof, of such Guaranteed Security
is rescinded or must otherwise be restored or returned by
said holder of said Guaranteed Security or any trustee
for such holder upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Company
or any other entity, or upon or as a result of the
appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, the Company or any
other entity or any substantial part of their respective
property, or otherwise, all as though such payments had
not been made.
SECTION 15.02. Execution of Guarantees. At the
time that any Guaranteed Security is authenticated and
delivered by the Trustee after the date of the First
Indenture Supplement in connection with the registration
of transfer, exchange or replacement of a Guaranteed
Security pursuant to Section 2.06, 2.07 or 2.09 of this
Indenture, as evidence of the Guarantee set forth in
Section 15.01 hereof, the
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Guarantor hereby agrees that notation of such Guarantee
shall be endorsed on the reverse of such Guaranteed
Security in the form set forth in Section 15.03 hereof.
The Guarantee shall be executed on behalf of the
Guarantor by its chairman, a vice chairman, its
president, or any vice president and by any other vice
president, its treasurer, any assistant treasurer, its
corporate secretary or any assistant corporate
secretary under its corporate seal. The signatures of any
or all of these officers on the Guarantees may be manual
or by facsimile and may be imprinted or otherwise
reproduced on the Guaranteed Security. The seal of the
Guarantor may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise
reproduced on the Guaranteed Securities.
Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper
officers of the Guarantor shall bind the Guarantor
notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication
and delivery of the Guaranteed Securities on which such
Guarantees were endorsed or did not hold such offices at
the date of such Guaranteed Securities.
The Guarantor hereby agrees that the Guarantee set
forth in Section 15.01 hereof shall remain in full force
and effect and shall apply to each Guaranteed Security
executed, authenticated, issued and delivered under this
Indenture, whether or not a notation of the Guarantee is
endorsed on such Guaranteed Security.
The execution and delivery by the Company and the
Guarantor of the First Indenture Supplement to the
Trustee shall constitute due delivery of the Guarantee
set forth herein on behalf of the Guarantor with respect
to all outstanding Guaranteed Securities. However, the
Guarantee shall not be valid or become obligatory for any
purpose with respect to any specific Guaranteed Security
unless the Certificate of Authentication on such
Guaranteed Security provided for in Section 2.05 of this
Indenture shall have been signed by the Trustee.
SECTION 15.03. Form of Notation of Guarantee. The
Guarantee shall be endorsed on the Guaranteed Securities
pursuant to Section 15.02 hereof in the following form:
[Form of Notation of Guarantee]
GUARANTEE
OF
AETNA INC.
5
Aetna Inc., a Connecticut corporation (herein called
the "Guarantor", which term includes any successor
corporation under the Indenture referred to in the
Security upon which this Guarantee is endorsed), for
value received, hereby unconditionally guarantees to the
person in whose name is registered the Security upon
which this Guarantee is endorsed the due and punctual
payment of the principal of, premium, if any, and
interest on said Security, when and as the same shall
become due and payable, whether at maturity or upon
declaration of acceleration, call for redemption or
otherwise, according to the terms thereof and of the
Indenture dated as of October 15, 1986, as amended
(herein called the "Indenture"), between Aetna Services,
Inc. (herein called the "Company") and State Street Bank
and Trust Company, as successor Trustee, and to which the
Guarantor became a party pursuant to a First Indenture
Supplement dated as of August 1, 1996. In case of the
failure of the Company punctually to make any such
payment of principal, premium or interest, the Guarantor
hereby agrees to pay or to cause any such payment to be
made punctually when and as the same shall become due and
payable, whether at maturity, by declaration of
acceleration, call for redemption or otherwise, and as if
such payment were made by the Company. The Guarantor
hereby agrees that its obligations hereunder shall be as
if it were principal debtor and not merely surety, and
shall be absolute and unconditional, irrespective of, and
shall be unaffected by, the validity, legality or
enforceability of said Security or the Indenture, or the
absence of any action to enforce the same, or any waiver,
modification, indulgence or consent granted to the
Company with respect thereto by the holder of said
Security or by the Trustee, the recovery of any judgment
against the Company or any action to enforce the same or
any other circumstance that might otherwise constitute a
legal or equitable discharge or defense of a surety or
guarantor; provided, however, that notwithstanding the
foregoing, no such waiver, modification or indulgence
shall, without the consent of the Guarantor, increase the
principal amount of said Security or the interest rate
thereon or increase any premium payable upon redemption
thereof. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a
court in the event of bankruptcy of the Company, any
right of set-off or to counterclaim, any right to require
a proceeding first against the Company, protest or notice
with respect to said Security or the indebtedness
evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged
except by payment in full of the principal of, and
premium, if any, and interest on said Security.
The Guarantor shall be subrogated to all rights
against the Company of the person in whose name said
Security is registered in respect of any amounts paid to
such person by the Guarantor pursuant to the provisions
of this Guarantee with respect to said Security,
6
provided, however, that the Guarantor shall not, without
the consent of all persons in whose names all outstanding
Securities of the same series issued under the Indenture
that have been guaranteed by the Guarantor are
registered, be entitled to enforce, or to receive, any
payments arising out of, or based upon, such right of
subrogation until the principal of, premium, if any, and
interest then due and payable on all such Securities of
such series issued under the Indenture shall have been
irrevocably paid in full in accordance with the terms of
such Securities.
This Guarantee is a guarantee of payment when due
and not of collection. This Guarantee shall continue to
be effective, or be reinstated, as the case may be, in
respect of said Security if at any time payment, or any
part thereof, of said Security is rescinded or must
otherwise be restored or returned by the holder of said
Security or any trustee for said holder upon the
insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company or any other entity, or
upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar
officer for, the Company or any other entity or any
substantial part of their respective property, or
otherwise, all as though such payments had not been made.
No reference herein to such Indenture and no
provision of this Guarantee or of such Indenture shall
alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual
payment of the principal of, and premium, if any, and
interest on the Security upon which this Guarantee is
endorsed at the times, place and rate, and in the cash or
currency prescribed herein.
This Guarantee shall be deemed to be a contract made
under the laws of the State of New York and shall be
construed for all purposes in accordance with the laws of
said State, except to the extent, if any, that
Connecticut law applies under mandatory provisions of
such law.
This Guarantee shall not be valid or become
obligatory for any purpose with respect to any Security
unless the certificate of authentication on said Security
shall have been manually signed by or on behalf of the
Trustee under the Indenture.
7
IN WITNESS WHEREOF, Aetna Inc. has caused the
execution hereof in its corporate name by its duly
authorized officers.
Aetna Inc.
By___________________
[Seal]
Attest:
______________________________________
[Assistant] Corporate Secretary
SECTION 15.04. Reports by the Guarantor. The
Guarantor covenants:
(1) to file with the Trustee, within 15 days after
the Guarantor 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 the Guarantor is required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, or, if the Guarantor is
not required to file information, documents or reports
pursuant to either of said sections, then to file with
the Trustee and the Commission, in accordance with the
rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic
information, documents and reports which may be required
pursuant to Section 13 of the Securities and 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) to 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 the Guarantor with the conditions and
covenants of the Indenture as may be required from time
to time by such rules and regulations; and
(3) to transmit by mail to all holders of
Guaranteed Securities, as their names and addresses
appear on the register for each series of such Guaranteed
Securities, within 30 days after the filing thereof with
the Trustee, in the manner and to the extent provided in
paragraph (c) of Section 6.04 with
8
respect to reports pursuant to paragraph (a) of Section
6.04, such summaries of any information, documents and
reports required to be filed by the Guarantor pursuant to
subsections (1) and (2) of this Section 15.04 as may be
required by rules and regulations prescribed from time to
time by the Commission.
SECTION 15.05. Guarantor's Statement as to
Compliance; Notice of Certain Events of Default. The
Guarantor will, on or before May 1 in each year,
commencing with the year 1997, file with the Trustee a
certificate (which need not comply with Section 14.04) of
the principal executive officer, the principal financial
officer or the principal accounting officer of the
Guarantor as to his or her knowledge of the Guarantor's
compliance with all conditions and covenants on its part
contained in this Indenture, and, if the signer has
obtained knowledge of any continuing default by the
Guarantor in the performance, observance or fulfillment
of any such condition or covenant, specifying each such
default and the nature thereof. For the purpose of this
Section 15.05, compliance shall be determined without
regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.
SECTION 15.06. Guarantor May Consolidate, Merge or
Sell on Certain Terms. Nothing contained in this
Indenture, in the Guaranteed Securities or in the
Guarantee shall be deemed to prevent the consolidation or
merger of the Guarantor with or into any other
corporation organized under the laws of the United
States, any State thereof or the District of Columbia
(including, without limitation, the Company), or the
merger into the Guarantor of any other corporation,
(including, without limitation, the Company), or the sale
by the Guarantor to any corporation organized under the
laws of the United States, any State thereof or the
District of Columbia (including, without limitation, the
Company), of its property and assets as, or substantially
as, an entirety, or otherwise; provided, however, (a)
that, in case of any such consolidation or merger, the
corporation resulting from such consolidation or any
corporation other than the Guarantor into which such
merger shall be made shall succeed to and be substituted
for the Guarantor with the same effect as if it had been
named herein as a party hereto and shall become liable
and be bound for, and shall expressly assume, by a
supplemental indenture hereto, executed and delivered to
the Trustee, the due and punctual performance of the
obligations of the Guarantor under the Guarantee of the
Guaranteed Securities then outstanding and the
performance and observance of each and every covenant and
condition of this Indenture on the part of the Guarantor
to be performed or observed and (b) that, as a condition
of any such sale of the property and assets of the
Guarantor as, or substantially as, an entirety, the
corporation to which such property and assets shall be
sold shall (i) expressly assume, as a
9
part of the purchase price thereof, the due and punctual
performance of the obligations of the Guarantor under the
Guarantee of the Guaranteed Securities then outstanding
and the performance and observance of all the covenants
and conditions of this Indenture on the part of the
Guarantor to be performed or observed, and (ii)
simultaneously with the delivery to it of the conveyances
or instruments of transfer of such property and assets,
execute and deliver to the Trustee a supplemental
indenture hereto, in form satisfactory to the Trustee,
whereby such purchasing corporation shall so assume the
due and punctual performance of the obligations of the
Guarantor under the Guarantee of the Guaranteed
Securities then outstanding and of the performance and
observance of each and every covenant and condition of
this Indenture on the part of the Guarantor to be
performed or observed, to the same extent that the
Guarantor is bound and liable.
The Guarantor shall not consolidate with any other
corporation or accept a merger of any other corporation
into the Guarantor or permit the Guarantor to be merged
into any other corporation, or sell its properties and
assets as, or substantially as, an entirety, except upon
the terms and conditions set forth in this Section. Upon
any consolidation or merger, or any sale of the
properties and assets of the Guarantor as, or
substantially as, an entirety in accordance with the
provisions of this Section, the corporation formed by
such consolidation or into which the Guarantor shall have
been merged or to which such sale shall have been made
shall succeed to and be substituted for the Guarantor
with the same effect as if it had been named herein a
party hereto and thereafter from time to time such
successor corporation may exercise each and every right
and power of the Guarantor under this Indenture, in the
name of the Guarantor or in its own name; and any act or
proceeding by any provision of this Indenture required or
permitted to be done by the Board of Directors or any
officer of the Guarantor may be done with like force and
effect by the like board or officer of any corporation
that shall at the time be the successor of the Guarantor
hereunder. In the event of the sale by the Guarantor of
its properties and assets as, or substantially as, an
entirety upon the terms and conditions of this Section,
the Guarantor shall be released from all its liabilities
and obligations hereunder and under the Guarantee of the
Guaranteed Securities.
SECTION 15.07. Officers' Certificate and Opinion of
Counsel To Be Given to Trustee. The Trustee, subject to
the provisions of Section 8.01, may receive an Officers'
Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger or sale, and
any such assumption, complies with the provisions of this
Article Fifteen.
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SECTION 15.08. Personal Immunity from Liability of
Incorporators, Stockholders, Etc. No recourse shall be
had for the payment of any obligations of the Guarantor
with respect to the Guaranteed Securities, the Guarantee
or this Indenture or any indenture supplemental hereto,
against any incorporator, or against any past, present or
future stockholder, director or officer, as such, of the
Guarantor or of any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or
otherwise, all such liability being expressly waived and
released as a condition of, and as consideration for, the
execution of the First Indenture Supplement by the
Guarantor and the issue of the Guarantee.
SECTION 1.05. Section 5.06 of the Indenture is
hereby deleted and replaced in its entirety by the following:
"Section 5.06. Statement as to Compliance; Notice
of Certain Events of Default. The Company will, on or
before May 1 in each year, commencing with the year 1997,
file with the Trustee a certificate (which need not
comply with Section 14.04) of the principal executive
officer, the principal financial officer or the principal
accounting officer of the Company as to his or her
knowledge of the Company's compliance with all conditions
and covenants on its part contained in this Indenture,
and, if the signer has obtained knowledge of any
continuing default by the Company in the performance,
observance or fulfillment of any such condition or
covenant, specifying each such default and the nature
thereof. For the purpose of this Section 5.06,
compliance shall be determined without regard to any
grace period or requirement of notice provided pursuant
to the terms of this Indenture."
SECTION 1.06. Paragraph (a) of Section 6.03 of the
Indenture is hereby deleted and replaced in its entirety by the
following:
"(a) to file with the Trustee, within 15 days after
the Company 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 the Company is required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, or, if the Company is not required
to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee
and the Commission, in accordance with rules and
regulations prescribed from time to time by the
Commission, such of the supplementary and periodic
information, documents and reports, if any, which may be
required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a guaranteed security
listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and
regulations
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(including without limitation Commission Staff Accounting
Bulletin No. 53 or any successor thereto);".
SECTION 1.07. Section 7.05 of the Indenture is
hereby amended (i) by inserting the words ", the Guarantor" after
the words "the Company" in the fifth line thereof and (ii) by
inserting the words "the Guarantor" after the words "the Company,"
in the seventh line thereof.
SECTION 1.08. Section 7.09 of the Indenture is
hereby amended by inserting the words "the Guarantor" after the
words "the Company," in the last sentence of such section.
SECTION 1.09. Section 8.02 of the Indenture is
hereby amended by inserting the words "or of the Guarantor, as the
case may be" after the words "the Company" both times such words
appear in paragraph (b) of such section.
SECTION 1.10. Section 8.04 of the Indenture is
hereby amended by inserting the words "or the Guarantor" after the
SECTION 1.11. Section 8.06 of the Indenture is
hereby amended as follows:
(a) The words "Company covenants and agrees"
are replaced with the words "Company and the Guarantor,
jointly and severally, covenant and agree" both times
they appear in the first sentence thereof.
(b) The words "Company also covenants" in the
second sentence thereof are replaced with the words
"Company and the Guarantor, jointly and severally, also
covenant."
(c) The words "and the Guarantor" are inserted
after the word "Company" in the third sentence thereof.
SECTION 1.12. (a) Paragraph (a) of Section 8.10 of
the Indenture is hereby amended by inserting the words "and the
Guarantor" after the words "the Company" each time such words
appear in such paragraph.
(b) Paragraph (b) of Section 8.10 of the Indenture
is hereby amended as follows:
(i) The words "or the Guarantor" are
inserted after the words "the Company" in
subclause (1) and (2) of such paragraph.
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(ii) The words "and the Guarantor" are
inserted after the words "the Company" in the
first and fifth lines immediately following
subclause (3) of such paragraph.
(c) Paragraph (c) of Section 8.10 of the
Indenture is hereby amended by inserting the words "and the
Guarantor" after the words "the Company" in such section.
SECTION 1.13. Section 8.11 of the Indenture is
hereby amended (i) by inserting the words "and the Guarantor"
after the words "the Company" each time such words appear in the
first paragraph of such section, and (ii) by inserting the words
"the Guarantor," after the words "the Company," in the third
paragraph of such section.
SECTION 1.14. Section 9.03 of the Indenture is
hereby amended by inserting (i) the words "the Guarantor," after
the word "Company" in the third line thereof and (ii) the words
"nor the Guarantor" after the words "the Company" in the eleventh
line thereof.
SECTION 1.15. Section 10.01 of the Indenture
is hereby amended by inserting the words "or to the Guarantor"
after the words "the Company" in paragraph (a) of such section.
SECTION 1.16. Section 10.03 of the Indenture
is hereby amended (i) by inserting the words "or the Guarantor,
pursuant to a resolution of its Board of Directors," after the
words "Board of Directors," in the first sentence of such section
and (ii) by inserting the words ", the Guarantor" after the words
"the Company" in the third sentence of such paragraph.
SECTION 1.17. Section 10.04 of the Indenture
is hereby amended by inserting the words "and any representative
of the Guarantor and its counsel" after the words "its counsel" in
the last line thereof.
SECTION 1.18. Section 10.05 of the Indenture
is hereby amended by inserting the words ", the Guarantor" after
the words "the Company" each time such words appear in the first
sentence of the second paragraph of such section.
SECTION 1.19. Section 11.01 of the Indenture
is hereby amended as follows:
(a) The words "the Guarantor, when authorized
by a resolution of its Board of Directors," are
inserted after the words "Board of Directors," in
the third line of such section.
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(b) The words "or the Guarantor" are inserted
after the words "the Company" each time such words
appear in paragraphs (a), (b) and (c) of such
section.
(c) The words "and Article Fifteen,
respectively" are inserted after the words "Article
Twelve" in paragraph (b) of such section.
SECTION 1.20. Section 11.02 of the Indenture
is hereby amended as follows:
(a) The words "the Guarantor, when authorized
by a resolution of its Board of Directors," are inserted
after the words "Board of Directors," in the sixth line
of the first paragraph of such section.
(b) The words "and the Guarantor" are inserted
after the words "the Company" each time such words appear
in the second paragraph of such section.
(c) The words ", the Guarantor" are inserted
after the words "the Company" in the first line of the
last paragraph of such section.
SECTION 1.21. Section 11.03 of the Indenture
is hereby amended by inserting the words ", the Guarantor" after
the words "the Company" in the sixth line thereof.
SECTION 1.22. Section 11.06 of the Indenture
is hereby amended by inserting the words "or the Guarantor" after
the words "the Company" each time such words appear such section.
SECTION 1.23. Section 13.01 of the Indenture
is hereby amended as follows:
(a) The words "(or, in the case of the
Guaranteed Securities, the Company or the Guarantor)" are
inserted after the words "the Company" in the thirteenth
and nineteenth lines of the first sentence thereof.
(b) The words ", and any related Guarantee of
such Securities" are inserted after the words "Securities
of such series" in the 22nd and 34th lines of the first
sentence thereof.
(c) The words "or the Guarantor" are inserted
after the words "the Company" in the 30th line of the
first sentence thereof.
(d) The words "and the Guarantor" are inserted
after the words "the Company" in the 32nd line of the
first sentence thereof.
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(e) The words "The Company agrees" in the
second sentence of Section 13.01 are deleted and replaced
with the words "The Company and the Guarantor jointly and
severally agree".
SECTION 1.24. Section 13.02 of the Indenture
is hereby amended by inserting the words "and any related
Guarantee of such Securities" after the words "Securities of a
series" in the third line thereof.
SECTION 1.25. (a) The first nine lines of
Section 13.05 of the Indenture are hereby deleted and replaced by
the following:
"Defeasance Upon Deposit of Moneys or U.S.
Government Obligations. At the Company's
option, either (a) the Company and the
Guarantor shall be deemed to have been
Discharged (as defined below) from their
respective obligations with respect to any
series of Securities and any related Guarantee
of such Securities on the 91st day after the
applicable conditions set forth below have been
satisfied or (b) the Company and the Guarantor
shall cease to be under any obligation to
comply with any term, provision or condition
set forth in Section 5.05, 12.01, 15.01 and
15.06 with respect to any series of Securities
at any time after the applicable conditions set
forth below have been satisfied:"
(b) The words "(or, in the case of the
Guaranteed Securities, the Company or the Guarantor)" are inserted
after the words "the Company" in clause (1) of such Section 13.05.
(c) The definition of "Discharged" in Section
13.05 of the Indenture is hereby amended by inserting the words
"and the Guarantor" after the words "the Company" in the first and
fifth lines thereof and the words "and any related Guarantee of
such Securities" after the words "Securities of such series" in
the fourth line thereof.
SECTION 1.26. Section 14.02 of the Indenture
is hereby amended by adding the words "or the Guarantor" after the
words "the Company".
SECTION 1.27. Section 14.03 of the Indenture
is hereby amended as follows:
(a) The words "or the Guarantor" are inserted
after the words "the Company" each time such words
appear in the first paragraph thereof.
(b) The words "or to Aetna Inc., 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, and
marked for the attention of the Treasurer" are
inserted after the word "Treasurer" in the first
paragraph thereof.
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(c) The words ", the Guarantor" are inserted
after the words "the Company" each time such words
appear in the second and third paragraphs of such
section.
The Trustee hereby agrees that, substantially simultaneously with
its furnishing to the Company any notice or communication under
the Indenture, as amended hereby, the Trustee shall furnish a copy
thereof to the Guarantor. The Company hereby agrees that, upon
receiving or furnishing any notice or communication under the
Indenture, as amended hereby, the Company promptly will provide a
copy thereof to the Guarantor.
SECTION 1.28. The second paragraphs of Sections
5.02 and 14.03 are hereby amended to change the name and address
of the Trustee's agency office in New York, New York to "State
Street Bank and Trust Company, 61 Broadway, Corporate Trust
Xxxxxx, Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SECTION 1.29. Section 14.04 of the Indenture is
hereby amended by inserting the words "(other than a certificate
delivered pursuant to Section 5.06 or 15.05 hereof)" after the
words "this Indenture" in the fourth line of such section.
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. Effectiveness. This First Indenture
Supplement shall take effect as of the date hereof.
SECTION 2.02. Indenture Ratified. Except as herein
expressly provided, the Indenture is in all respects ratified and
confirmed by the Company and the Trustee and all the terms,
provisions and conditions thereof are and will remain in full
force and effect.
SECTION 2.03. Execution by the Trustee. The Trustee has
executed this First Indenture Supplement only upon the terms and
conditions set forth in the Indenture. Without limiting the
generality of the foregoing, the Trustee shall not be responsible
for the correctness of the recitals herein contained, which shall
be taken as the statements of the Company and the Guarantor, and
the Trustee makes no representation and shall have no
responsibility for, and in respect of, the validity or sufficiency
of this First Indenture Supplement or the execution thereof by the
Company or the Guarantor.
SECTION 2.04. Governing Law. This First Indenture
Supplement shall be deemed to be a contract made under the laws of
the State of New York and shall be construed for all purposes in
accordance with the laws of said State, except to
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the extent, if any, that Connecticut law applies under mandatory
provision of such law.
SECTION 2.05. Execution in Counterparts. This First
Indenture Supplement may be executed in any number of
counterparts, each of which shall be an original, but such
counterparts shall together constitute but one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
First Indenture Supplement to be duly executed, and their
respective corporate seals to be hereunto duly affixed and
attested, all as of the day and year first above written.
AETNA SERVICES, INC.
[Seal]
By /s/ Xxxxxx X. Xxxxx, Xx.
____________________________
Xxxxxx X. Xxxxx, Xx.
Vice President-Corporate Finance
Attest:
/s/ Xxxxx X. Xxxxxxx
_______________________
AETNA INC.
[Seal]
By /s/ Xxxxxx X. Xxxxx, Xx.
____________________________
Xxxxxx X. Xxxxx, Xx.
Vice President-Corporate Finance
Attest:
/s/ Xxxxx X. Xxxxxxx
_______________________
STATE STREET BANK AND TRUST
COMPANY, as Trustee
[Seal]
By /s/ Xxxxx X. Xxxxxxxx
____________________________
Attest:
/s/ Xxxxxx X. Xxxxxxx
______________________
00
Xxxxx xx Xxxxxxxxxxx
Xxxxxx xx Xxxxxxxx ss:
On the 1st day of August, 1996, before me personally came
Xxxxxx X. Xxxxx, Xx., to me known, who, being by me duly sworn, did
depose and say that [he] resides at 00 Xxxxxxxxx, Xxxxxxxxxx, XX
00000, that [he] is the Vice President, Corporate Finance of Aetna
Services, 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 the 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/ Xxxxxx X. Xxxxxx
_________________________
Notary Public
State of Connecticut
County of Hartford ss:
On the 1st day of August, 1996, before me personally came
Xxxxxx X. Xxxxx, Xx., to me known, who, being by me duly sworn, did
depose and say that [he] resides at 00 Xxxxxxxxx, Xxxxxxxxxx, XX
00000, that [he] is the Vice President, Corporate Finance of Aetna
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 the 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/ Xxxxxx X. Xxxxxx
_________________________
Notary Public
00
Xxxxxxxxxxxx xx Xxxxxxxxxxxxx
Xxxxxx xx Xxxxxxx ss:
On the 1st day of August, 1996, before me personally came
Xxxxx X. Xxxxxxxx, to me known, who, being by me duly sworn, did
depose and say that [he] resides at 0 Xxxxx Xxxxxx, Xxxxxxxxx, XX
00000, that [he] is an Assistant Vice President of State Street
Bank and Trust 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 the 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/ Xxxxx X. Xxxxxxxx
_______________________________
Notary Public
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