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Exhibit 4.12
THE CHASE MANHATTAN CORPORATION,
AND
IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of October 8, 1996
to
INDENTURE
Dated as of June 1, 1985
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SECOND SUPPLEMENTAL INDENTURE, dated as of October 8, 1996,
among THE CHASE MANHATTAN CORPORATION (formerly known as Chemical Banking
Corporation, as successor by merger to Manufacturers Hanover Corporation), a
Delaware corporation (the "Corporation"), and IBJ Schroder Bank & Trust Company,
a New York banking corporation (the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore
executed and delivered a certain indenture, dated as of June 1, 1985 (the
"Indenture"), providing for the issuance from time to time of unsecured
subordinated debt securities of the Corporation (the "Securities");
WHEREAS, the Indenture was amended by the First Supplemental
Indenture, dated as of December 31, 1991 (the "First Supplemental 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(d) 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 shall not adversely
affect 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 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:
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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 (a) any obligation
(including, without limitation, any guarantee) of the Corporation to
its creditors, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, other than (i)
the Securities (whether outstanding on October 8, 1996 or thereafter
issued), (ii) any obligation of the Corporation with respect to the
outstanding principal amount of its Floating Rate Subordinated Notes
Due 1997, (iii) any obligation of the Corporation with respect to the
outstanding principal amount of its 8-1/2% Subordinated Capital Notes
Due 1999, (iv) any obligation of the Corporation with respect to any
CBC Subordinated Indebtedness, (v) any obligation of the Corporation
with respect to any Chase Subordinated Indebtedness, and (vi) any
obligation of the Corporation as is by its terms expressly stated to be
not superior in right of payment to the Securities or to rank on a
parity with or junior to the Securities and (b) any deferrals, renewals
or extensions of any such Senior Indebtedness."
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SECTION 3.2. Section 1.01 of the Indenture is hereby amended
to insert, in the appropriate alphabetical order, the following new definitions:
"CBC Subordinated Indebtedness:
'CBC Subordinated Indebtedness' shall mean all securities
issued pursuant to that certain Indenture, dated as of April 1, 1987,
as amended and restated as of December 15, 1992, and as further
amended, supplemented or otherwise modified from time to time, between
the Company and First Trust of New York, National Association (as
successor to Morgan Guaranty Trust Company of New York), as trustee,
and all other securities that, pursuant to the terms of such indenture,
rank on a parity with such securities."
"Chase Subordinated Indebtedness:
'Chase Subordinated Indebtedness' shall mean the collective
reference to (i) the Corporation's Floating Rate Subordinated Notes Due
2000, (ii) the Corporation's Floating Rate Subordinated Notes Due 1997,
(iii) the Corporation's Floating Rate Subordinated Notes Due 2009, and
(iv) 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 successor to the
Bank), as Trustee, as the same may be amended from time to time."
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
MISCELLANEOUS
SECTION 4.1. 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 4.2. If and to the extent that any provision
of this Second Supplemental Indenture limits, qualifies or
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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 4.3. 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 4.4. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Indenture.
SECTION 4.5. THIS SECOND SUPPLEMENTAL INDENTURE SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
SECTION 4.6. 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 4.7. 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 SPAGNOLA
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IBJ SCHRODER BANK & TRUST
COMPANY, as Trustee
By /s/ MAX VOLMER
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Name: Max Volmer
Title: Vice President
(Corporate Seal)
Attest:
/s/ JAMES P. FREEMAN
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 30th day of October, 1996, before me, the undersigned
officer, personally appeared Deborah L. Duncan, who acknowledged herself to be
the Executive Vice President 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/ ROBERT C. CARROLL
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Notary Public
[SEAL]
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 30th day of October, 1996, before me, the undersigned
officer, personally appeared Max Volmer, who acknowledged himself to be a Vice
President of IBJ SCHRODER BANK & TRUST COMPANY, a New York banking corporation,
and that he 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 himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ ROBERT N. HAY, JR.
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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 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
Joseph R. Beattie
[SEAL] #01BE 5034571
Qualified Ulster County
Expiration: Oct. 11, 1998