EXHIBIT 4.4
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of February 18, 1997, is
between LOEWS CORPORATION, a Delaware corporation (the "Company"), and THE
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CHASE MANHATTAN BANK, a New York corporation, as trustee (herein called the
"Trustee").
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PRELIMINARY STATEMENT
The Company and the Trustee have entered into an Indenture dated as of
March 1, 1986 and a First Supplemental Indenture, dated as of March 30, 1993
(such Indenture, as supplemented is herein called the "Indenture").
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Capitalized terms used but 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(6) and 901(9) of the Indenture, the Company has, by Board
Resolution, authorized this Second Supplemental Indenture. The Trustee has
determined that this Second Supplemental Indenture is in form satisfactory to
it. This Second 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 Second Supplemental Indenture.
All things necessary to make this Second 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 SECOND 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 Second
Supplemental Indenture, as follows:
1. Section 301(14) will be renumbered Section 301(15), and a new
Section 301(14) will be added, as follows:
(14) the exchange or conversion of the Debt Securities of any
series, at the option of the Holders thereof, for or into new Debt
Securities of a different series or other securities or other property,
including shares of capital stock of the Company or any subsidiary of the
Company or securities directly or indirectly convertible into or
exchangeable for any such shares; and
2. Section 501(5) will be modified by replacing the amount of
"$50,000,000" in the sixth line thereof with "$100,000,000."
3. This Second Supplemental Indenture does not modify the Indenture in
any respect with regard to Debt Securities issued thereunder prior to the date
of this Second Supplemental Indenture, and the terms of such Debt Securities
will not be modified by this Second 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.
IN WITNESS WHEREOF, the Company and the Trustee have caused this Second
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
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THE CHASE MANHATTAN BANK
[SEAL] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Second Vice President
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 18th day of February, 1997, before me personally came ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ to me known, who, being by me duly sworn, did depose and say that he
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 19th day of February, 1997, before me personally came ▇▇▇▇ ▇.
▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that he
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Notary Public
