Exhibit 4.1
TRAVELERS INSURANCE GROUP HOLDINGS INC.
(Formerly, Travelers/Aetna Property Casualty Corp.),
TRAVELERS PROPERTY CASUALTY CORP.,
AS GUARANTOR
AND
BANK ONE TRUST COMPANY, N.A.
(Successor to Citibank, N.A.),
AS TRUSTEE
First Supplemental Indenture
Dated as of May 10, 2002
to Indenture
Dated as of April 19, 1996
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 ("TPCC"), and
Bank One Trust Company, N.A. (successor to Citibank, N.A.), a national banking
association, as trustee (the "Trustee");
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of April 19, 1996 (the "Indenture"), providing for
the issuance by the Company from time to time of its debt securities;
WHEREAS, the Company currently has issued and outstanding $200,000,000
7 3/4% Notes due 2026 (the "2026 Notes") and $150,000,000 6 3/4% Notes due 2006
(the "2006 Notes") under the Indenture;
WHEREAS, on the date hereof, the Company is a wholly owned subsidiary
of TPCC;
WHEREAS, TPCC 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 2026 Notes and the
2006 Notes (collectively, the "Notes") as long as the Company remains a wholly
owned subsidiary of TPCC and the Notes remain outstanding; and
WHEREAS, the execution of the Supplemental Indenture is authorized and
permitted by Section 801 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, TPCC agrees with the Trustee, for
the equal and proportionate benefit of the respective Holders from time to time
of the Notes (the "Holders"), as follows:
ARTICLE I
Guarantee
TPCC 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 Notes, 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
TPCC 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 TPCC
under the TPCC Guarantee shall rank in
priority of payment with TPCC'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 TPCC 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 Notes,
either upon their respective stated maturities, redemption or
otherwise; (2) the date on which the Company ceases to be a wholly
owned subsidiary of TPCC, as set forth in an Officer's Certificate
of TPCC delivered to the Trustee; and (3) the date on which TPCC
ceases to be a reporting company under the Securities Exchange Act
of 1934, as amended, as set forth in an Officer's Certificate of
TPCC delivered to the Trustee.
(e) TPCC 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) TPCC 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) TPCC 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
TPCC with respect to the performance of the Obligations theretofore
to be performed by TPCC as described in this Article One.
ARTICLE II
Section 907 of the Indenture is deleted in its entirety. The following
will be inserted as a new Section 907 of the Indenture:
SECTION 907. STATEMENT AS TO COMPLIANCE.
TPCC and the Company will deliver to the Trustee within 120 days after the
end of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer of TPCC or
the Company, as the case may be, as to his or her knowledge of TPCC's or the
Company's, as the case may be, compliance with all conditions and covenants
under this Indenture.
2
For purposes of this Section 907, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.
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 Notes (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
Notes. 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 TPCC shall bind their respective successors and assigns whether so
expressed or not.
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.
3
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
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President & Treasurer
ATTEST:
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
TRAVELERS PROPERTY CASUALTY CORP.,
as Guarantor
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President & Treasurer
ATTEST:
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
BANK ONE TRUST COMPANY, N.A., as Trustee
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
ATTEST:
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized 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 s/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
s/he signed her/his name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxxx X. Xxxxxx
----------------------------------------
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 s/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
s/he signed her/his name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this 10th day of May, 2002, before me personally came Xxxx X. Xxxxx,
to me personally known, who, being by me duly sworn, did depose and say that she
resides in Brooklyn, NY, that she is a Vice President of Bank One Trust Company,
N.A., one of the corporations described in and which executed the above
instrument, that s/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
her/his name thereto by like authority.
[NOTARIAL SEAL]
/s/ Xxxx X. Xxxxx
----------------------------------------
Notary Public
