Exhibit 4.8
__________________________________________
__________________________________________
AETNA SERVICES, INC.
(formerly Aetna Life and Casualty Company)
AETNA INC.
AND
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, AS TRUSTEE
_______
FIRST INDENTURE SUPPLEMENT
Dated as of August 1, 1996
to
INDENTURE
Dated as of August 1, 1993
Between
Aetna Services, Inc.
(formerly Aetna Life and Casualty Company)
and
State Street Bank and Trust Company of Connecticut,
National Association, 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 STATE STREET BANK
AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, 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 August 1, 1993 (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 $200 million original
principal amount of 6 3/8% Notes due August 15, 2003 (the "6 3/8%
Notes"), $200 million original principal amount of 6 3/4%
Debentures due September 15, 2013 (the "6 3/4% Debentures") and
$200 million original principal amount of 7 1/4% Debentures due
August 15, 2023 (the "7 1/4% 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
6 3/8% Notes, the 6 3/4% Debentures and the 7 1/4% 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 Securities.
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 1501 hereof, including any evidence of such
guarantee by endorsement on any Guaranteed Security pursuant
to Section 1502 hereof. The Guarantee shall be deemed part of
the Guaranteed Securities.
Guaranteed Securities:
The term "Guaranteed Securities" shall mean,
collectively, the $200 million in original principal amount of
the $200 million in original principal amount of 6 3/8% Notes
due August 15, 2003, 6 3/4% Debentures due September 15, 2013,
and the $200 million in original principal amount of 7 1/4%
Debentures due August 15, 2023 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:
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The term "Guarantor" shall mean AETNA INC., a Connecticut
corporation, and, subject to the provisions of Section 1506,
shall also include its successors and assigns.
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" appearing 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 Fifteen is added to the
Indenture to read in its entirety as follows:
ARTICLE FIFTEEN
Guarantee
SECTION 1501. 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 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
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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 any
substantial part of their respective property, or
otherwise, all as though such payments had not been
made.
SECTION 1502. 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 1501 hereof, the Guarantor hereby
agrees that notation of such Guarantee shall be
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endorsed on the reverse of such Guaranteed Security in
the form set forth in Section 1503 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 1501 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 1503. Form of Notation of Guarantee.
The Guarantee shall be endorsed on the Guaranteed
Securities pursuant to Section 1502 hereof in the
following form:
[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
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Indenture referred to in the Security upon which this
Guarantee is endorsed), for value received, hereby
unconditionally guarantees to the Holder of 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 Stated
Maturity or upon declaration of acceleration, call for
redemption or otherwise, according to the terms
thereof and of the Indenture dated as of August 1,
1993, as amended (herein called the "Indenture"),
between Aetna Services, Inc. (herein called the
"Company") and State Street Bank and Trust Company of
Connecticut, National Association, as 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 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 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
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 Securities
of the same series issued under the Indenture, be
entitled to enforce, or to receive, any payments
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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 Securities of
the same 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 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
Security unless the certificate of authentication on
said Security 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.
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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 1504. 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 1505. 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.
SECTION 1506. 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:
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(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 1506 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 1506, 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.
SECTION 1507. 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
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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 105. Section 102 of the Indenture is hereby
amended by inserting the words "and Section 1505" after the words
"Section 1004" in the second paragraph of such section.
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 line and after the second reference to
"the Company" in the twelfth line of the first paragraph thereof.
(b) The words "and the Guarantor" are inserted after
the first reference to 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 a series of 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 Guarantees with
respect to such
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series of 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 series of Guaranteed Securities."
SECTION 111. Section 402 of the Indenture is hereby
amended by inserting the words "(and, in respect of the Guaranteed
Securities, the Guarantee)" after the words "Securities" in the
fourth line thereof.
SECTION 112. Section 509 of the Indenture is hereby
amended by inserting the words" the Guarantor," after the words
"the Company," therein.
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.
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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.
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 in such section.
SECTION 121. Article Thirteen of the Indenture is
hereby amended as follows:
(a) The words "and, in the case such option is
exercised with respect to a series of Guaranteed Securities,
the Guarantor shall be deemed to have been discharged from
its obligations with respect to the Outstanding Guaranteed
Securities of such series and its Guarantee in respect
thereof, all" are inserted after the words "of such
series"in the fifth line of Section 1302.
(b) The words "and, in the case such option is
exercised with respect to a series of Guaranteed Securities,
the Guarantor" are inserted after the words "the Company" in
the ninth line of Section 1302.
(c) The words "and, if applicable, the Guarantee of
the Guarantor in respect thereof" are inserted after the
words "of such series" in the eleventh, twelfth and
thirteenth lines of Section 1302.
(d) The word "its" in the eleventh line of Section
1302 is hereby replaced with the word "their".
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(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 1506"
are inserted after the words "Section 801" in the fifth line
of Section 1303 and (ii) "and the Guarantor" are inserted
after the words "the Company" in the thirteenth line of
Section 1303.
(f) The words "(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 such Section 1304.
(g) The words (i) "or the Guarantor" are inserted
after the words "the Company" in the twelfth line of the
first paragraph of Section 1305, (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 1305 and
(iii) "and, if applicable, any related Guarantee of such
Securities" are inserted after the words "of such series" in
the last line of the third paragraph of Section 1305.
(h) The words (i) "and, if applicable, the
Guarantor's" are inserted after the words "the Company's" in
the sixth line of Section 1306, (ii) "and, if applicable,
any related Guarantee of the Guarantor" are inserted after
the words "of such series" in the seventh line of Section
1306, (iii) "or, in the case of a series of 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 1306 and (iv)
"or the Guarantor, as the case may be," are inserted after
the words "the Company" in the sixteenth line of Section
1306.
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
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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.
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.
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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 OF CONNECTICUT, NATIONAL
ASSOCIATION, 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] [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 9-1-99
_____________________________
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 9-1-99
______________________________
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] [she] resides at 0 Xxxxx Xxxxxx,
Xxxxxxxxx, XX 00000, that [he] [she] is an Assistant Vice
President of State Street Bank and Trust Company of Connecticut,
National Association, 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/ Xxxxx X. Xxxxxxxx
________________________________
Notary Public
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