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Exhibit 4.18
CHEMICAL BANKING CORPORATION,
THE CHASE MANHATTAN CORPORATION
AND
BANKERS TRUST COMPANY,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of March 29, 1996
to
INDENTURE
Dated as of July 1, 1986
as amended by
First Supplemental Indenture
Dated as of November 1, 1990
and Second Supplemental Indenture
Dated as of May 1, 1991
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THIRD SUPPLEMENTAL INDENTURE dated as of March 29, 1996, among
CHEMICAL BANKING CORPORATION, a Delaware corporation ("Successor"), THE CHASE
MANHATTAN CORPORATION, a Delaware corporation ("Chase"), and BANKERS TRUST
COMPANY, a corporation duly organized and existing under the laws of the State
of New York, as trustee (the "Trustee").
WHEREAS, Chase and the Trustee have heretofore executed and
delivered a certain indenture dated as of July 1, 1986, as amended by the First
Supplemental Indenture dated as of November 1, 1990, and the Second Supplemental
Indenture dated as of May 1, 1991 (the "Indenture"), pursuant to which one or
more series of debt securities consisting of debentures, notes or other
unsecured evidences of indebtedness of Chase ("Securities") may be issued from
time to time;
WHEREAS, Chase and Successor have entered into an Agreement
and Plan of Merger dated as of August 27, 1995 (the "Merger Agreement"), which
contemplates the execution and filing of a Certificate of Merger dated as of
March 29, 1996 (the "Certificate of Merger") providing for the merger (effective
March 31, 1996) of Chase with and into Successor (the "Merger"), with Successor
continuing its corporate existence under Delaware law under the name "The Chase
Manhattan Corporation";
WHEREAS, Section 801 of the Indenture provides, among other
things, that Chase shall not merge into any other corporation unless the
corporation into which Chase is merged shall expressly assume, by an indenture
supplemental to the Indenture, executed and delivered to the Trustee, in a form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on all the Securities (and all additional
amounts, if any, payable pursuant to Section 1004 of the Indenture) and the
performance of every covenant of the Indenture on the part of Chase to be
performed or observed;
WHEREAS, Section 901(1) of the Indenture provides, among other
things, that, without the consent of any holders of Securities or coupons, Chase
and the Trustee may enter into an indenture supplemental to the Indenture, in
form satisfactory to the Trustee, for the purpose of evidencing the succession
of Successor to Chase, and the assumption by Successor of the due and punctual
payment of the principal of (and premium, if any) and interest on all the
Securities (and all additional amounts, if any, payable pursuant to Section 1004
of the Indenture) and of the performance of every covenant of Chase contained in
the Indenture and in the Securities;
WHEREAS, Successor and Chase desire and have requested that
the Trustee join in the execution of this Third Supplemental Indenture for the
purpose of evidencing such succession and
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assumption and amending certain provisions of the Indenture as hereinafter set
forth;
WHEREAS, the execution and delivery of this Third Supplemental
Indenture has been authorized by Board Resolutions of the Boards of Directors of
Chase and Successor; and
WHEREAS, all conditions precedent and requirements necessary
to make this Third 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 THIRD 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 CHASE AND SUCCESSOR
Each of Chase and Successor represents and warrants to the
Trustee as follows:
SECTION 1.1. It 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 it of
this Third Supplemental Indenture have been authorized and approved by all
necessary corporate action on the part of it.
SECTION 1.3. Upon the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware or at such other time thereafter
as is provided in the Certificate of Merger (the "Effective Time"), the Merger
will be effective in accordance with the terms of the Merger Agreement and
Delaware law.
SECTION 1.4. Immediately after giving effect to the Merger, no
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing.
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ARTICLE TWO
ASSUMPTION AND AGREEMENTS
SECTION 2.1. Successor hereby expressly assumes the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Securities (and all additional amounts, if any, payable pursuant to Section
1004 of the Indenture), and the performance of every covenant of the Indenture
to be performed or observed by Chase.
SECTION 2.2. The Securities may bear a notation concerning the
assumption of the Indenture and the Securities by Successor.
SECTION 2.3. Successor shall succeed to and be substituted for
Chase under the Indenture, with the same effect as if Successor had been named
as the "Company" therein.
ARTICLE THREE
AMENDMENTS
SECTION 3.1. The reference in the first paragraph of the
Indenture to "THE CHASE MANHATTAN CORPORATION, a Delaware corporation
(hereinafter called the "Company"), having its principal office at 1 Chase
Manhattan Plaza, New York, New York 10081" is hereby amended to read "THE CHASE
MANHATTAN CORPORATION, formerly known as Chemical Banking Corporation, a
Delaware corporation (hereinafter called the "Company"), having its principal
office at 270 Park Avenue, New York, New York 10017" and each other reference
therein to "The Chase Manhattan Corporation" shall be amended to read "The Chase
Manhattan Corporation, formerly known as Chemical Banking Corporation".
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 Third Supplemental Indenture, but only upon the terms
and conditions set forth in the Indenture.
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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 Chase and Successor. The Trustee makes no
representation and shall have no responsibility as to the validity and
sufficiency of this Third Supplemental Indenture or the proper authorization or
the due execution hereof by Successor and Chase.
SECTION 4.2. If and to the extent that any provision of this
Third Supplemental Indenture limits, qualifies or conflicts with another
provision included in this Third Supplemental Indenture, or in the Indenture,
which is required to be included in this Third 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 Third Supplemental Indenture is
intended to or shall provide any rights to any parties other than those
expressly contemplated by this Third Supplemental Indenture.
SECTION 4.4. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Indenture.
SECTION 4.5. This Third 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. This Third Supplemental Indenture shall become
effective as of the Effective Time.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
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/ Arjun K. Mathrani
Name: Arjun K. Mathrani
Title: Executive Vice
President and Chief
Financial Officer
(Corporate Seal)
Attest:
/s/ Ronald C. Mayer
- --------------------------------------
Secretary
CHEMICAL BANKING CORPORATION
By /s/ John B. Wynne
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Name: John B. Wynne
Title: Secretary
(Corporate Seal)
Attest:
/s/ Jean E. Rugani
- --------------------------------------
Assistant Secretary
BANKERS TRUST COMPANY,
as Trustee
By /s/ Terence Rawlins
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Name: Terence Rawlins
Title: Assistant Treasurer
(Corporate Seal)
Attest:
/s/ Sirojni Dindial
- --------------------------------------
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 22nd day of March, 1996, before me, the undersigned
officer, personally appeared Arjun K. Mathrani, who acknowledged himself to be
the Executive Vice President and Chief Financial Officer of THE CHASE MANHATTAN
CORPORATION, a 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/ Kevin L. Carey
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Notary Public
[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 22nd day of March, 1996, before me, the undersigned
officer, personally appeared John B. Wynne, who acknowledged himself to be the
Secretary of CHEMICAL BANKING CORPORATION, a 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/ Heather L.B. Lehne
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Notary Public
[SEAL]
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 13th day of March, 1996, before me, the undersigned
officer, personally appeared Terence Rawlins who acknowledged himself to be a
Assistant Treasurer of BANKERS TRUST COMPANY, a 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/ Margaret Bereza
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Notary Public
[SEAL]