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Exhibit 4.5
THE CHASE MANHATTAN CORPORATION,
AND
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of October 8, 1996
to
INDENTURE
Dated as of April 1, 1987
Amended and Restated
as of
December 15, 1992
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SECOND SUPPLEMENTAL INDENTURE, dated as of October 8, 1996,
among THE CHASE MANHATTAN CORPORATION (formerly known as Chemical Banking
Corporation), a Delaware corporation (the "Corporation"), and FIRST TRUST OF NEW
YORK, NATIONAL ASSOCIATION (as successor to Morgan Guaranty Trust Company of New
York), a national banking association organized under the laws of the United
States (the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore
executed and delivered a certain indenture, dated as of April 1, 1987 (the
"Original Indenture"), providing for the issuance from time to time of unsecured
subordinated debt securities of the Corporation (the "Securities");
WHEREAS, the Original Indenture was amended by the First
Supplemental Indenture, dated as of October 27, 1988 (the "First Supplemental
Indenture");
WHEREAS, the Original Indenture, as amended by the First
Supplemental Indenture, was amended and restated as of December 15, 1992 (as so
amended and restated, the "Indenture");
WHEREAS, on March 31, 1996, The Chase Manhattan Corporation, a
Delaware corporation ("Old Chase"), merged with and into the Corporation, which
thereupon changed its name to The Chase Manhattan Corporation, and in connection
with such merger, the Corporation assumed all of the outstanding subordinated
debt securities of Old Chase;
WHEREAS, Section 11.01(j) of the Indenture provides, among
other things, that, without the consent of the holders of any Securities, the
Corporation, when authorized by a resolution of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental to the Indenture to make such provisions in regard to
matters or questions arising under the Indenture which the Board of Directors
may deem necessary or desirable and which shall not adversely affect in any
material respect the interest of the holders of the Securities;
WHEREAS, the Corporation desires and has requested that the
Trustee join in the execution of this Second Supplemental Indenture for the
purpose of amending certain provisions of the Indenture as hereinafter set
forth;
WHEREAS, the execution and delivery of this Second
Supplemental Indenture has been authorized by a Board Resolution of the Board of
Directors of the Corporation; and
WHEREAS, all conditions precedent and requirements necessary
to make this Second Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been
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complied with, performed and fulfilled and the execution and delivery hereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and intending to be
legally bound hereby, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all holders of the Securities, as follows:
ARTICLE ONE
REPRESENTATIONS OF THE CORPORATION
The Corporation represents and warrants to the Trustee as
follows:
SECTION 1.1. The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by the
Corporation of this Second Supplemental Indenture has been authorized and
approved by all necessary corporate action on the part of the Corporation.
ARTICLE TWO
AMENDMENTS
SECTION 3.1. The definition of "Senior Indebtedness" contained
in Section 1.01 of the Indenture is hereby amended in its entirety to read as
follows:
"Senior Indebtedness:
The term "Senior Indebtedness" shall mean the principal of and
premium, if any, and interest on (i) all indebtedness of the
Corporation for money borrowed, whether outstanding on the date of
execution of this Indenture or thereafter created, assumed or incurred,
except (A) Securities (whether outstanding on October 8, 1996 or
thereafter issued under this Indenture); (B) the Corporation's 6-1/2%
Subordinated Debentures Due 2009, the Corporation's 7-7/8% Subordinated
Debentures Due 2006, the Corporation's 7-1/8% Subordinated Debentures
Due 2005, the Corporation's Floating Rate Notes Due 2003, the
Corporation's 7-5/8% Subordinated Notes Due 2003, the Corporation's
8-1/2% Subordinated Notes Due 2002, the Corporation's 8-1/8%
Subordinated Notes Due 2002, the
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Corporation's 8-5/8% Subordinated Debentures Due 2002, the
Corporation's 10-1/8% Subordinated Capital Notes Due 2000, the
Corporation's 9-3/4% Subordinated Capital Notes Due 1999, the
Corporation's 10-3/8% Subordinated Notes Due 1999, the Corporation's
8.50% Subordinated Capital Notes Due 1999, the Corporation's Floating
Rate Subordinated Notes Due 1998 and the Corporation's Floating Rate
Subordinated Notes Due 1997, all of which rank pari passu in right of
payment with the Securities, subject to the subordination provisions
set forth in Article Sixteen; (C) the Corporation's Floating Rate
Subordinated Notes Due 2009, the Corporation's Floating Rate
Subordinated Notes Due 2000 and the Corporation's Floating Rate
Subordinated Notes Due 1997; all of which rank pari passu with the
Securities, subject to the subordination provisions set forth in
Article Sixteen; (D) all securities issued pursuant to that certain
Amended and Restated Indenture, dated as of September 1, 1993, between
the Corporation (as successor by merger to The Chase Manhattan
Corporation) and First Trust of New York, National Association, as
Trustee, as the same may be amended, supplemented or otherwise modified
from time to time; all of which rank pari passu with the Securities,
subject to the subordination provisions set forth in Article Sixteen;
and (E) such other indebtedness of the Corporation as is by its terms
expressly stated to be not superior in right of payment to the
Securities or to rank pari passu in right of payment with the
Securities, and (ii) any deferrals, renewals or extensions of any such
Senior Indebtedness. The term "indebtedness of the Corporation for
money borrowed" means any obligation of, or any obligation guaranteed
by, the Corporation for the repayment of money borrowed, whether or not
evidenced by bonds, debentures, notes or other written instruments, and
any deferred obligation for payment of the purchase price of property
or assets."
SECTION 3.2. Except as amended hereby, the Indenture and the
Securities are in all respects ratified and confirmed and all the terms thereof
shall remain in full force and effect and the Indenture, as so amended, shall be
read, taken and construed as one and the same instrument.
ARTICLE FOUR
APPOINTMENT OF AUTHENTICATING AGENT
SECTION 4.1. Pursuant to Section 8.14 of the Indenture, the
Trustee hereby appoints The Chase Manhattan Bank as an Authenticating Agent for
all series of the Securities. The Chase Manhattan Bank shall have all powers and
authority and be entitled to take all actions as set forth in Section 8.14 of
the Indenture.
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ARTICLE FIVE
MISCELLANEOUS
SECTION 5.1. The Trustee accepts the modification of the
Indenture effected by this Second Supplemental Indenture, but only upon the
terms and conditions set forth in the Indenture. Without limiting the generality
of the foregoing, the Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Corporation. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Second Supplemental
Indenture.
SECTION 5.2. If and to the extent that any provision of this
Second Supplemental Indenture limits, qualifies or conflicts with another
provision included in this Second Supplemental Indenture, or in the Indenture,
which is required to be included in this Second Supplemental Indenture or the
Indenture by any of the provisions of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, as amended, such required provision shall control.
SECTION 5.3. Nothing in this Second Supplemental Indenture is
intended to or shall provide any rights to any parties other than those
expressly contemplated by this Second Supplemental Indenture.
SECTION 5.4. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Indenture.
SECTION 5.5. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 5.6. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
SECTION 5.7. Upon execution and delivery hereof by the parties
hereto, this Second Supplemental Indenture shall become effective as of the date
first above written.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested all as of the day and year first above
written.
THE CHASE MANHATTAN
CORPORATION
By/s/ DEBORAH L. DUNCAN
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Name: Deborah L. Duncan
Title: Executive Vice
President and
Treasurer
(Corporate Seal)
Attest:
/s/ SUSAN S. SPAGNOLA
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FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
By/s/ ALFIA MONASTRA
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Name: Alfia Monastra
Title: Assistant Vice
President
(Corporate Seal)
Attest:
/s/ WARD SPOONER
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 17th day of October, 1996, before me, the undersigned
officer, personally appeared Deborah L. Duncan, who acknowledged herself to be
the Executive Vice President and Treasurer of THE CHASE MANHATTAN CORPORATION, a
corporation, and that she as such officer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by herself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ JOSEPH R. BEATTIE
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Notary Public
[SEAL]
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 17th day of October, 1996, before me, the undersigned
officer, personally appeared Alfia Monastra, who acknowledged herself to be an
Assistant Vice President of FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a
national banking association, and that she as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained by
signing the name of the association by herself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ JOANNE E. ILSE
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Notary Public
[SEAL]