Exhibit 4.11
_________________________________________
_________________________________________
AETNA SERVICES, INC.
(formerly Aetna Life and Casualty Company)
AETNA INC.
AND
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
_______
FIRST INDENTURE SUPPLEMENT
Dated as of August 1, 1996
to
INDENTURE
Dated as of November 1, 1994
Between
Aetna Services, Inc.
(formerly Aetna Life and Casualty Company)
and
The First National Bank of Chicago,
as 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 THE FIRST NATIONAL
BANK OF CHICAGO, as 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 November 1, 1994 (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 ("Debentures", 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 Debentures of the Company that have been issued and remain
outstanding under the Indenture consist of $275,000,000 original
principal amount of 9 1/2% Series A Subordinated Debentures Due
November 22, 2024 (the "9 1/2% Debentures").
This First Indenture Supplement amends the Indenture,
pursuant to Section 901 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
9 1/2% Debentures previously issued under the Indenture and (ii)
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 Debentures.
ARTICLE 1
AMENDMENTS
SECTION 101. The Guarantor is hereby made a party to the
Indenture.
SECTION 102. Section 101 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 1601 hereof, including any evidence of such
guarantee by endorsement on any Guaranteed Security pursuant
to Section 1602 hereof. The Guarantee shall be deemed part of
the Guaranteed Securities.
Guaranteed Securities:
The term "Guaranteed Securities" shall mean, the
$275,000,000 original principal amount of 9 1/2% Series A
Subordinated Debentures Due November 22, 2024, 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 1606,
shall also include its successors and assigns.
Guarantor Senior Debt:
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The term "Guarantor Senior Debt" means the principal of
(and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to the Guarantor to the extent
that such claim for post-petition interest is allowed in such
proceeding) on Debt of the Guarantor, whether incurred on or
prior to the date of the First Indenture Supplement or
thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are not
superior in right of payment to the Guarantee or to other Debt
of the Guarantor which is pari passu with, or subordinated to
____ _____
the Guarantee or to other securities of the Guarantor which
are junior to the Guarantee; provided, however, that Senior
________ _______
Debt shall not be deemed to include the Guarantee.
SECTION 103. (a) The definition of "Board of Directors"
set forth in Section 101 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 definitions of "Board Resolution", "Officers'
Certificate" and "Company Request" or "Company Order" set forth in
Section 101 of the Indenture are hereby amended by inserting the
words "or of the Guarantor, as the case may be" immediately after
the words "the Company" appearing therein.
(c) The definition of "Opinion of Counsel" set forth in
Section 101 of the Indenture is hereby amended by inserting the
words" or the Guarantor", immediately after the words "the
Company," therein.
SECTION 104. A new Article Sixteen and Article Seventeen
are added to the Indenture to read in their entirety as follows:
ARTICLE SIXTEEN
Guarantee
SECTION 1601. 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 Stated 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
Stated Maturity, by declaration of acceleration, call
for redemption
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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 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 of a
Holder of a Guaranteed Security against the Company in
respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of the Guarantee;
provided, however, that the Guarantor shall not, without
the consent of all Holders of Guaranteed Securities of
such series 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
the Holder of such 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
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any substantial part of their respective property, or
otherwise, all as though such payments had not been made.
SECTION 1602. 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 304, 305 or 306 of this
Indenture, as evidence of the Guarantee set forth in
Section 1601 hereof, the 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 1603 hereof. The Guarantee shall be executed
on behalf of the Guarantor by its Chairman, a Vice
Chairman, its President, any Vice President, its
Treasurer or Assistant Treasurer under its corporate seal
attested by its Corporate Secretary or one of its
Assistant Corporate Secretaries. 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 1601 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 205 of this
Indenture shall have been signed by the Trustee.
SECTION 1603. Form of Notation of Guarantee. The
Guarantee shall be endorsed on the Guaranteed Securities
pursuant to Section 1602 hereof in the following form:
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[Form of Notation of Guarantee]
GUARANTEE
OF
AETNA INC.
Aetna Inc., a Connecticut corporation (herein called
the "Guarantor", which term includes any successor
corporation under the Indenture referred to in the
Debenture upon which this Guarantee is endorsed), for
value received, hereby unconditionally guarantees to the
Holder of the Debenture upon which this Guarantee is
endorsed the due and punctual payment of the principal
of, premium, if any, and interest on said Debenture, when
and as the same shall become due and payable, whether at
Stated Maturity, by declaration of acceleration, call for
redemption or otherwise, according to the terms thereof
and of the Indenture dated as of November 1, 1994, as
amended (herein called the "Indenture"), between Aetna
Services, Inc. (herein called the "Company") and The
First National Bank of Chicago, as Trustee. 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 Stated 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 Debenture 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
Debenture 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 Debenture 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 Debenture 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 Debenture.
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The obligations of the Guarantor under this
Guarantee are, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior
payment in full of all Guarantor Senior Debt, and this
Guarantee is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of the
Debenture on which this Guarantee is endorsed, by
accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee
on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided
and (c) appoints the Trustee his attorney-in-fact for any
and all such purposes.
The Guarantor shall be subrogated to all rights of
the Holder against the Company in respect of any amounts
paid to such Holder by the Guarantor pursuant to the
provisions of this Guarantee, provided, however, that the
Guarantor shall not, without the consent of all Holders
of all outstanding Debentures of the same series issued
under the Indenture, 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 Debentures
of the same series issued under the Indenture shall have
been irrevocably paid in full in accordance with the
terms of such Debentures.
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 Debenture if at any time payment, or any
part thereof, of said Debenture is rescinded or must
otherwise be restored or returned by the Holder of said
Debenture 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 Debenture upon which this Guarantee is
endorsed at the times, place and rate, and in the cash or
currency prescribed herein.
This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York, but
without regard to principles of conflicts of laws.
This Guarantee shall not be valid or become
obligatory for any purpose with respect to any Debenture
unless the certificate of
7
authentication on said Debenture shall have been manually
signed by or on behalf of the Trustee under the
Indenture.
All terms used in this Guarantee which are defined
in such Indenture shall have the meanings assigned to
them in such Indenture.
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 1604. Reports by the Guarantor. The
Guarantor shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to such Act; provided
________
that any such information, documents or reports required
to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same is so required to be filed
with the Commission.
SECTION 1605. Guarantor's Statement as to
Compliance; Notice of Certain Events of Default. The
Guarantor will deliver to the Trustee within 120 days
after the end of each fiscal year of the Guarantor ending
after the date of this First Indenture Supplement, a
certificate signed by the Guarantor's principal executive
officer, the principal financial officer or the principal
accounting officer stating whether or not to the best
knowledge of the signer thereof the Guarantor is in
compliance with all terms, conditions and covenants of
the Indenture (without regard to any period of grace or
requirement of notice provided thereunder) and, if the
signer has obtained knowledge of any continuing default
by the Guarantor in the performance, observance or
fulfillment of any such term, condition or covenant,
specifying each such default and the nature thereof.
8
SECTION 1606. Guarantor May Consolidate, Etc., Only
on Certain Terms. The Guarantor shall not consolidate
with or merge into any other Person or sell its
properties and assets as, or substantially as, an
entirety to any Person, and the Guarantor shall not
permit any Person to consolidate with or merge into the
Guarantor, unless:
(1) in the case the Guarantor shall consolidate
with or merge into another Person (including, without
limitation, the Company) or sell its properties and
assets as, or substantially as, an entirety to any Person
(including, without limitation, the Company), the Person
formed by such consolidation or into which the Guarantor
is merged or the Person which purchases the properties
and assets of the Guarantor as, or substantially, as an
entirety shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of
the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory 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 or
observance of every covenant of this Indenture on the
part of the Guarantor to be performed or observed, by
supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee, by the
Person (if other than the Guarantor) formed by such
consolidation or into which the Guarantor shall have been
merged or by the corporation which shall have acquired
the Guarantor's assets;
(2) immediately after giving effect to such
transaction, no Event of Default shall have happened and
be continuing; and
(3) the Guarantor has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, or sale and, if
a supplemental indenture is required in connection with
such transaction, such supplemental indenture comply with
this Section 1606 and that all conditions precedent
herein provided for relating to such transaction have
been complied with.
Upon any consolidation of the Guarantor with, or
merger of the Guarantor into, any Person or any sale of
the properties and assets of the Guarantor as, or
substantially as, an entirety in accordance with this
Section 1606, the successor Person formed by such
consolidation or into which the Guarantor is merged or to
which such sale is made shall succeed to, and be
substituted for, and may exercise every right and power
of, the Guarantor under this Indenture with the same
effect as if such successor Person had been named as the
Guarantor herein, and thereafter, the predecessor Person
shall be relieved of all obligations and covenants under
this Indenture and the Guaranteed Securities.
9
SECTION 1607. 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.
ARTICLE SEVENTEEN
Subordination of Guarantees
SECTION 1701. Guarantee Subordinate to Guarantor
Senior Debt. The Guarantor covenants and agrees, and
each Holder of a Guaranteed Security by its acceptance of
the Guaranteed Securities, likewise covenants and
agrees, that, to the extent and in the manner hereinafter
set forth in this Article (subject to the provisions of
Article Four and Article Twelve), all obligations of the
Guarantor under the Guarantee are hereby expressly made
subordinate and subject in right of payment to the prior
payment in full of all amounts then due and payable in
respect of all Guarantor Senior Debt.
SECTION 1702. Payment Over of Proceeds Upon
Dissolution, Etc., of the Guarantor. In the event of (a)
any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, arrangement, reorganization,
debt restructuring or other similar case or proceeding in
connection with any insolvency or bankruptcy proceeding,
relative to the Guarantor or to its assets, or (b) any
liquidation, dissolution or other winding up of the
Guarantor, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any
assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Guarantor,
then and in any such event specified in (a), (b) or (c)
above (each such event, if any, herein sometimes referred
to as a "Guarantor Proceeding") the holders of Guarantor
Senior Debt shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of
all Guarantor Senior Debt, or provision shall be made for
such payment in cash or cash equivalents or otherwise in
a manner satisfactory to the holders of Guarantor Senior
Debt, before the Holders of the Guaranteed Securities are
entitled to receive any payment or distribution of any
kind or character, whether in cash, property or
securities (including any payment or distribution which
may be payable or deliverable by reason of the payment of
any other Debt of the Guarantor subordinated to the
payment of the Guarantee, such payment or distribution
being hereinafter referred to as "Guarantor Junior
Subordinated Payment"), pursuant to the
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Guarantee of the Guarantor on account of principal of (or
premium, if any) or interest on the Guaranteed Securities
or on account of the purchase or other acquisition of
Guaranteed Securities by the Guarantor or any Subsidiary
of the Guarantor and to that end the holders of Guarantor
Senior Debt shall be entitled to receive, for application
to the payment thereof, any payment or distribution of
any kind or character, whether in cash, property or
securities, including any Guarantor Junior Subordinated
Payment, which may be payable or deliverable pursuant to
the Guarantee of the Guarantor in respect of the
Guaranteed Securities in any such Guarantor Proceeding.
In the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of
any Guaranteed Security shall have received on account of
the Guaranteed Securities or the Guarantee of the
Guarantor any payment or distribution of assets of the
Guarantor of any kind or character, whether in cash,
property or securities, including any Guarantor Junior
Subordinated Payment, before all Guarantor Senior Debt is
paid in full or payment thereof is provided for in cash
or cash equivalents or otherwise in a manner
satisfactory to the holders of Guarantor Senior Debt, and
if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the
Trustee or, as the case may be, such Holder, then and in
such event such payment or distribution shall be paid
over or deliv ered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment or
distribution of assets of the Guarantor for application
to the payment of all Guarantor Senior Debt remaining
unpaid, to the extent necessary to pay all Guarantor
Senior Debt in full, after giving effect to any
concurrent payment or distribution to or for the holders
of Guarantor Senior Debt. Any taxes that have been
withheld or deducted from any payment or distribution in
respect of the Guaranteed Securities or the Guarantees,
or any taxes that ought to have been withheld or deducted
from any such payment or distribution that have been
remitted to the relevant taxing authority, shall not be
considered to be an amount that the Trustee or the Holder
of any Guaranteed Security receives for purposes of this
Section.
For purposes of this Article only, the words "any
payment or distribution of any kind or character, whether
in cash, property or securities" shall not be deemed to
include shares of stock of the Guarantor as reorganized
or readjusted, or securities of the Guarantor or any
other corporation provided for by a plan of
reorganization or readjustment which securities are
subordinated in right of payment to all then outstanding
Guarantor Senior Debt to substantially the same extent as
the Guarantee is so subordinated as provided in this
Article. The consolidation of the Guarantor with, or the
merger of the Guarantor into, another Person or the
liquidation or dissolution of the Guarantor following the
sale of all or substantially all of its properties and
assets as an entirety to another Person or the
liquidation or dissolution of the Guarantor following the
sale of all or substantially all of its properties and
assets as an entirety to another Person upon the terms
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and conditions set forth in Section 1606 shall not be
deemed a Guarantor Proceeding for the purposes of this
Section if the Person formed by such consolidation or
into which the Guarantor is merged or the Person which
acquires by sale such properties and assets as an
entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions
set forth in Section 1606.
SECTION 1703. Prior Payment to Guarantor Senior
Debt Upon Acceleration of Guaranteed Securities. In the
event that the Guaranteed Securities are declared due and
payable before their Stated Maturity, then and in such
event the holders of the Guarantor Senior Debt
outstanding at the time the Guaranteed Securities so
become due and payable shall be entitled to receive
payment in full of all amounts due on or in respect of
such Guarantor Senior Debt, or provision shall be made
for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Guarantor
Senior Debt, before the Holders of the Guaranteed
Securities are entitled to receive any payment (including
any payment which may be payable by reason of the payment
of any other indebtedness of the Guarantor being
subordinated to the payment of the Guarantee) pursuant to
the Guarantee of the Guarantor on account of the
principal of (or premium, if any) or interest on the
Guaranteed Securities or on account of the purchase or
other acquisition of Guaranteed Securities by the
Guarantor or any Subsidiary of the Guarantor; provided,
________
however, that nothing in this Section shall prevent the
_______
satisfaction of any sinking fund payment in accordance
with Article Thirteen by delivering and crediting
pursuant to Section 1302 Guaranteed Securities which have
been acquired (upon redemption or otherwise) prior to
such declaration of acceleration.
In the event that, notwithstanding the foregoing,
the Guarantor shall make any payment to the Trustee or
the Holder of any Guaranteed Security prohibited by the
foregoing provisions of this Section, and if such fact
shall, at or prior to the time of such payment, have been
made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Guarantor.
The provisions of this Section shall not apply to
any payment with respect to which Section 1702 would be
applicable.
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SECTION 1704. No Payment When Guarantor Senior Debt
in Default. (a) In the event and during the
continuation of any default in the payment of principal
of (or premium, if any) or interest on any Guarantor
Senior Debt, or in the event that any event of default
with respect to any Guarantor Senior Debt shall have
occurred and be continuing and shall have resulted in
such Guarantor Senior Debt becoming or being declared due
and payable prior to the date on which it would otherwise
have become due and payable, unless and until such event
of default shall have been cured or waived or shall have
ceased to exist and such acceleration shall have been
rescinded or annulled, or (b) in the event any judicial
proceeding shall be pending with respect to any such
default in payment or such event of default, then no
payment (including any payment which may be payable by
reason of the payment of any other indebtedness of the
Guarantor being subordinated to the payment of the
Guarantees) shall be made by the Guarantor pursuant to
the Guarantee on account of principal of (or premium, if
any) or interest on the Guaranteed Securities or on
account of the purchase or other acquisition of
Guaranteed Securities by the Guarantor or any Subsidiary
of the Guarantor; provided, however, that nothing in this
________ _______
Section shall prevent the satisfaction of any sinking
fund payment in accordance with Article Thirteen by
delivering and crediting pursuant to Section 1302
Guaranteed Securities which have been acquired (upon
redemption or otherwise) prior to such default in payment
or event of default.
In the event that, notwithstanding the foregoing,
the Guarantor shall make any payment to the Trustee or
the Holder of any Guaranteed Security prohibited by the
foregoing provisions of this Section, and if such fact
shall, at or prior to the time of such payment, have been
made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Guarantor.
The provisions of this Section shall not apply to
any payment with respect to which Section 1702 would be
applicable.
SECTION 1705. Payment Permitted If No Default.
Nothing contained in this Article or elsewhere in this
Indenture or in any of the Guaranteed Securities or the
Guarantee shall prevent (a) the Guarantor, at any time
except during the pendency of any Guarantor Proceeding
referred to in Section 1702 or under the conditions
described in Sections 1703 and 1704, from making payments
at any time pursuant to the Guarantee of the Guarantor of
principal of (and premium, if any) or interest on the
Guaranteed Securities, or (b) the application by the
Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and
premium, if any) or interest on the Guaranteed Securities
or the retention of such payment by the Holders, if, at
the time of such application by the Trustee, it did not
have knowledge that such payment would have been
prohibited by the provisions of this Article.
SECTION 1706. Subrogation to Rights of Holders of
Guarantor Senior Debt. Subject to the payment in full of
13
all Guarantor Senior Debt, or the provision for such
payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Guarantor Senior
Debt, the Holders of the Guaranteed Securities shall be
subrogated to the extent of the payments or distributions
made to the holders of such Guarantor Senior Debt
pursuant to the provisions of this Article (equally and
ratably with the holders of all other indebtedness of the
Guarantor which by its express terms is subordinated to
indebtedness of the Guarantor to substantially the same
extent as the Guarantee is subordinated to the Guarantor
Senior Debt and is entitled to like rights of subrogation
by reason of any payments or distributions made to
holders of such Guarantor Senior Debt) to the rights of
the holders of such Guarantor Senior Debt to receive
payments and distributions of cash, property and
securities of the Guarantor applicable to the Guarantor
Senior Debt until the principal of (and premium, if any)
and interest on the Guaranteed Securities shall be paid
in full. If the Trustee or the Holders of the Guaranteed
Securities are not for any reason entitled to be
subrogated to the rights of holders of Guarantor Senior
Debt in respect of such payment or distribution, then the
Trustee or the Holders of the Guaranteed Securities may
require each holder of Guarantor Senior Debt to whom any
such payment or distribution is made as a condition to
such payment or distribution to assign its Guarantor
Senior Debt to the extent of such payment or distribution
and all rights with respect thereto to the Trustee on
behalf of the Holders. Such assignment shall not be
effective until such time as all Guarantor Senior Debt
has been paid in full or payment thereof provided for.
For purposes of such subrogation or assignment, no
payments or distributions to the holders of the Guarantor
Senior Debt of any cash, property or securities to which
the Holders of the Guaranteed Securities or the Trustee
would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions
of this Article to the holders of Guarantor Senior Debt
by Holders of the Guaranteed Securities or the Trustee,
shall, as among the Guarantor, its creditors other than
holders of Guarantor Senior Debt, and the Holders of the
Guaranteed Securities, be deemed to be a payment or
distribution by the Guarantor to or on account of the
Guarantor Senior Debt.
SECTION 1707. Provisions Solely to Define Relative
Rights. The provisions of this Article are and are
intended solely for the purpose of defining the relative
rights of the Holders of the Guaranteed Securities on the
one hand and the holders of Guarantor Senior Debt on the
other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Guaranteed
Securities or in the Guarantee is intended to or shall
(a) impair, as among the Guarantor, its creditors other
than holders of Guarantor Senior Debt, and the Holders of
the Guaranteed Securities, the obligations of the
Guarantor, which are absolute and unconditional (and
which, subject to the rights under this Article of the
holders of Guarantor Senior Debt, are intended to rank
equally with all other general unsecured obligations of
the Guarantor), to pay to the Holders of the Guaranteed
Securities pursuant to and in accordance with the
Guarantee the principal of (and premium, if any) and
14
interest on the Guaranteed Securities as and when the
same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against
the Guarantor of the Holders of the Guaranteed Securities
and creditors of the Guarantor other than the holders of
Guarantor Senior Debt; or (c) prevent the Trustee or the
Holder of any Guaranteed Security from exercising all
remedies otherwise permitted by applicable law upon
default under this Indenture including, without
limitation, filing and voting claims in any Guarantor
Proceeding, subject to the rights, if any, under this
Article of the holders of Guarantor Senior Debt to
receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder.
Without limiting the generality of the foregoing,
nothing contained in this Article will restrict the right
of the Trustee or the Holders of the Guaranteed
Securities to take any action to declare the Guaranteed
Securities to be due and payable prior to their stated
maturity pursuant to Section 502 or to pursue any rights
or remedies hereunder.
SECTION 1708. Trustee to Effectuate Subordination.
Each Holder of a Guaranteed Security by his or her
acceptance thereof authorizes and directs the Trustee on
his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate
the subordination provided in this Article and appoints
the Trustee his or her attorney-in-fact for any and all
such purposes.
SECTION 1709. No Waiver of Subordination
Provisions. No right of any present or future holder of
any Guarantor Senior Debt to enforce subordination as
herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on
the part of the Guarantor or by any act or failure to
act, in good faith, by any such holder, or by any
noncompliance by the Guarantor with the terms, provisions
and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or be
otherwise charged with.
Without in any way limiting the generality of the
foregoing paragraph, the holders of Guarantor Senior Debt
may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the
Guaranteed Securities, without incurring responsibility
to the Holders of the Guaranteed Securities, and without
impairing or releasing the subordination provided in this
Article or the obligations hereunder of the Holders of
the Guaranteed Securities, to the holders of Guarantor
Senior Debt, do any one or more of the following: (i)
change the manner, place or terms of payment or extend
the time of payment of, or renew or alter or increase,
Guarantor Senior Debt, or otherwise amend or supplement
in any manner the Guarantor Senior Debt or any
instrument evidencing the same or any agreement under
which Guarantor Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Guarantor Senior
15
Debt; (iii) release any Person liable in any manner for
the collection of Guarantor Senior Debt; and (iv)
exercise or refrain from exercising any rights against
the Company and any other Person.
SECTION 1710. Notice to Trustee. The Guarantor
shall give prompt written notice to the Trustee of any
fact known to the Guarantor which would prohibit the
making of any payment to or by the Trustee in respect of
the Guarantee. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of
any payment to or by the Trustee in respect of the
Guarantee, unless and until the Trustee shall have
received written notice thereof from the Guarantor or a
holder of Guarantor Senior Debt or from any trustee,
agent or representative therefor; and, prior to the
receipt of any such written notice, the Trustee, subject
to the provisions of Section 601, shall be entitled in
all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have
________ _______
received the notice provided for in this Section at least
two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the
principal of (and premium, if any) or interest on any
Guaranteed Security), then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply
the same to the purpose for which such money was received
and shall not be affected by any notice to the contrary
which may be received by it within two Business Days
prior to such date.
Subject to the provisions of Section 601, the
Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself or
herself to be a holder of Guarantor Senior Debt (or a
trustee, agent or representative therefor) to establish
that such notice has been given by a holder of Guarantor
Senior Debt (or a trustee, agent or representative
therefor). In the event that the Trustee determines in
good faith that further evidence is required with respect
to the right of any Person as a holder of Guarantor
Senior Debt to participate in any payment or distribution
pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction
of the Trustee as to the amount of Guarantor Senior Debt
held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of
such Person to receive such payment.
SECTION 1711. Reliance on Judicial Order or
Certificate of Liquidating Agent. Upon any payment or
distribution of assets of the Guarantor referred to in
this Article, the Trustee, subject to the provisions of
Section 601, and the Holders of the Guaranteed Securities
shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which
16
such Guarantor Proceeding is pending, or a certificate of
the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent
or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Guaranteed
Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution,
the holders of the Guarantor Senior Debt and other
indebtedness of the Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto
or to this Article.
SECTION 1712. Trustee Not Fiduciary For Holders of
Guarantor Senior Debt. The Trustee, in its capacity as
trustee under this Indenture, shall not be deemed to owe
any fiduciary duty to the holders of Guarantor Senior
Debt and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to
Holders of Guaranteed Securities or to the Guarantor or
to any other Person cash, property or securities to which
any holders of Guarantor Senior Debt shall be entitled by
virtue of this Article or otherwise.
SECTION 1713. Rights of Trustee as Holder of
Guarantor Senior Debt; Preservation of Trustee's Rights.
The Trustee in its individual capacity shall be entitled
to all the rights set forth in this Article with respect
to any Guarantor Senior Debt which may at any time be
held by it, to the same extent as any other holder of
Guarantor Senior Debt, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such
holder.
Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section
607.
SECTION 1714. Article Applicable to Paying Agents.
In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Guarantor and
be then acting hereunder, the term "Trustee" as used in
this Article shall in such case (unless the context
otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully
for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of
the Trustee.
SECTION 1715. Defeasance of This Article Seventeen.
The subordination of the Guarantee provided by this
Article Seventeen is expressly made subject to the
provisions for defeasance or covenant defeasance in
Article Twelve and, anything herein to the contrary
notwithstanding, upon the effectiveness of any such
defeasance or covenant defeasance with respect to the
Guaranteed Securities, the Guarantee of the Guarantor
with respect to the Guaranteed Securities shall
thereupon cease to be subordinated pursuant to this
Article Seventeen.
SECTION 105. Section 102 of the Indenture is hereby
amended by inserting the words "and Section 1605" after the words
"Section 1004" in the second paragraph of such section.
17
SECTION 106. Section 105 of the Indenture is hereby
amended by inserting the words "or the Guarantor" after the words
"the Company" each time such words appear in subparagraphs (1) and
(2) thereof. 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, substantially with its receiving or furnishing any
notice or communication under the Indenture, as amended hereby,
the Company will provide a copy thereof to the Guarantor.
SECTION 107. Section 106 of the Indenture is hereby
amended as follows:
(a) The words ", the Guarantor" are inserted after
the word "Company" in the ninth and thirteenth lines of the first
paragraph thereof.
(b) The words "and the Guarantor" are inserted after
the words "the Company" in the twelfth line of the first paragraph
thereof.
SECTION 108. Section 109 of the Indenture is hereby
amended by adding the words "or the Guarantor" after the words
"the Company".
SECTION 109. Section 308 of the Indenture is hereby
amended by inserting (i) the words "the Guarantor," after the word
"Company," in the second, third and eighth lines thereof and (ii)
the words "or the Guarantor" after the words "the Company" in the
ninth line thereof.
SECTION 110. Section 401 of the Indenture is hereby
amended (i) by adding the words "and the Guarantor" after the
words "the Company" in the last paragraph of such Section and (ii)
by adding the following as a new penultimate paragraph of such
Section:
"In the event the Company exercises its rights under
this Section 401 with respect to the Guaranteed
Securities, upon satisfaction by the Company of the
conditions set forth in this Section 401 with respect to
such series, the Guarantor's obligations under its
Guarantee with respect to such Guaranteed Securities
shall likewise be satisfied and discharged and the
Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to such
Guaranteed Securities."
SECTION 111. Section 402 of the Indenture is hereby
amended (i) by inserting the words "(and, in respect of the
Guaranteed Securities, the Guarantee)" after the words
"Debentures" in the fourth line thereof and (ii) by inserting the
words "or of holders of Guarantor Senior Debt under Article
Seventeen" after the words "Article Fourteen" is the last line of
such Section.
SECTION 112. Section 509 of the Indenture is hereby
amended by inserting the words" the Guarantor," after the words
"the Company," therein.
18
SECTION 113. Section 603 of the Indenture is hereby
amended by inserting the words "or of the Guarantor, as the case
may be" after the words "the Company" in paragraph (b) of such
section.
SECTION 114. Section 605 of the Indenture is hereby
amended by inserting the words "or the Guarantor" after the words
"the Company" in such section.
SECTION 115. Section 607 of the Indenture is hereby
amended by replacing the words "The Company agrees" with "The
Company and the Guarantor, jointly and severally, agree" in the
first line thereof.
SECTION 116. (a) Paragraph (b) of Section 610 of
the Indenture is hereby amended by inserting the words "and the
Guarantor" after the words "the Company" in the first sentence
thereof.
(b) Paragraph (c) of Section 610 of the Indenture
is hereby amended by inserting the words "and to the Guarantor"
after the words "the Company" in such section.
(c) Paragraph (d) of Section 610 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.
(ii) The words "and the Guarantor" are
inserted after the words "the Company" in the first
line immediately following subclause (3) of such
paragraph.
(d) Paragraph (e) of Section 610 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.
SECTION 117. Section 611 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 paragraphs (a)
and (c) of such section, and (ii) by inserting the words ",the
Guarantor" after the words "the Company" each time such words
appear in paragraph (b) of such section.
SECTION 118. Section 901 of the Indenture is hereby
amended as follows:
(a) The words "the Guarantor, when authorized by a
Board Resolution," are inserted after the words "Board
Resolution," in the second line of such section.
(b) The words "or the Guarantor" are inserted after
the words "the Company" each time such words appear in
paragraphs (1) and (2) of such section.
19
SECTION 119. Section 902 of the Indenture is hereby
amended by inserting the words "the Guarantor, when authorized by
a Board Resolution" after the words "Board Resolution," in the
fifth line of the first paragraph of such section.
SECTION 120. Section 907 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 121. Article Twelve of the Indenture is
hereby amended as follows:
(a) The words "and, in the case such option is
exercised with respect to the Guaranteed Securities, the
Guarantor shall be deemed to have been discharged from
its obligations, and the provisions of Article Seventeen
shall cease to be effective, with respect to the
Outstanding Guaranteed Securities and its Guarantee in
respect thereof, all" are inserted after the words "of
such series"in the sixth line of Section 1202.
(b) The words "and, in the case such option is
exercised with respect to the Guaranteed Securities, the
Guarantor" are inserted after the words "the Company" in
the tenth line of Section 1202.
(c) The words "and, if applicable, the Guarantee of
the Guarantor in respect thereof" are inserted after the
words "such series" in the twelfth, fourteenth and
fifteenth lines of Section 1202.
(d) The word "its" in the thirteenth line of
Section 1202 is hereby replaced with the word "their".
(e) The words (i) "and, if such option is exercised
with respect to the Guaranteed Securities, the Guarantor
shall be released from its obligations under Section
1606" are inserted after the words "Section 801" in the
fifth line of Section 1203, (ii) "and, if such option is
exercised with respect to the Guaranteed Securities, the
provisions of Article Seventeen shall cease to be
effective" are inserted after the word "effective" in the
ninth line of Section 1203 and (iii) "and the Guarantor"
are inserted after the words "the Company" in the
fourteenth line of Section 1203.
(f) The words (i) "(or, in the case of the
Guaranteed Securities, the Company or the Guarantor)" are
inserted after the words "The Company" in the first line
of clause (1) of Section 1204 and (ii) "or Guarantor
Senior Debt" are inserted after the words "Senior Debt"
each time such words appear in clause (8) of Section
1204.
20
(g) The words (i) "or the Guarantor" are inserted
after the words "the Company" in the eleventh line of the
first paragraph of Section 1205, (ii) "or the Guarantor,
as the case may be," are inserted after the word
"Company" in the third line of the third paragraph of
Section 1205 and (iii) "and, if applicable, any related
Guarantee of such Debentures" are inserted after the
words "of such series" in the last line of the third
paragraph of Section 1205.
(h) The words (i) "and, if applicable, the
Guarantor's" are inserted after the words "the Company's"
in the sixth line of Section 1206, (ii) "and, if
applicable, any related Guarantee of the Guarantor" are
inserted after the words "of such series" in the seventh
line of Section 1206, (iii) "or, in the case of the
Guaranteed Securities, if the Guarantor makes any payment
in respect thereof pursuant to its Guarantee of such
Guaranteed Securities" are inserted after the words "of
its obligations" in the sixteenth line of Section 1206
and (iv) "or the Guarantor, as the case may be," are
inserted after the words "the Company" in the sixteenth
line of Section 1206.
ARTICLE 2
MISCELLANEOUS
SECTION 201. Effectiveness. This First Indenture
Supplement shall take effect as of the date hereof.
SECTION 202. 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 203. 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 204. Governing Law. This First Indenture
Supplement shall be governed by and construed in accordance with
the laws of the State of New York, but without regard to
principles of conflicts of laws.
21
SECTION 205. 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.
22
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
_________________________
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By /s/ Xxxx X. Xxxxxxxxxxx
_____________________________
Attest:
/s/ Xxx Xxxxxx
__________________________
23
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] [she] resides at 00 Xxxxxxxxx,
Xxxxxxxxxx, XX 00000, that [he] [she] is the Vice President, Corporate
Finance of Aetna Services, Inc., one of the corporations described
in and which executed the above instrument; that [he] [she] 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] [she] signed [his] [her] 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] [she] resides at 00 Xxxxxxxxx,
Xxxxxxxxxx, XX 00000, that [he] [she] is the Vice President, Corporate
Finance of Aetna Inc., one of the corporations described in and
which executed the above instrument; that [he] [she] 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] [she] signed [his] [her] name thereto by like authority.
/s/ Xxxxxx X. Xxxxxx
_________________________
Notary Public
24
State of Illinois
County of Xxxx xx:
On the 1st day of August, 1996, before me personally
came Xxxx X. Xxxxxxxxxxx, to me known, who, being by me duly sworn,
did depose and say that [he] [she] resides at
, that [he] [she] is a Vice President of The First National Bank of
Chicago, one of the corporations described in and which executed the
above instrument; that [he] [she] 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] [she] signed [his] [her]
name thereto by like authority.
/s/ Xxxxxx Xxxxxx
__________________________
Notary Public
25
