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Exhibit 4.23
THE CHASE MANHATTAN CORPORATION,
AND
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of October 8, 1996
to
AMENDED AND RESTATED INDENTURE
Dated as of September 1, 1993
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SECOND SUPPLEMENTAL INDENTURE, dated as of October 8, 1996,
among THE CHASE MANHATTAN CORPORATION, a Delaware corporation (the "Company"),
and FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION (as successor to Chemical
Bank), a national banking association organized under the laws of the United
States (the "Trustee").
WHEREAS, the Company and the Trustee have heretofore executed
and delivered a certain amended and restated indenture dated as of September 1,
1993 (the "Indenture") providing for the issuance from time to time of unsecured
subordinated debt securities of the Company (the "Securities");
WHEREAS, the Indenture was amended by the First
Supplemental Indenture, dated as of March 29, 1996;
WHEREAS, on March 31, 1996, The Chase Manhattan Corporation
("Old Chase") merged with and Chemical Banking Corporation, which thereupon
changed its name to The Chase Manhattan Corporation, and in connection with such
merger assumed all of the outstanding subordinated debt securities of Old Chase,
including the Securities;
WHEREAS, Section 901(9) of the Indenture provides, among other
things, that, without the consent of the holders of any Securities, the Company,
when authorized by a Board Resolution, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental to the Indenture
to make any provisions with respect to matters or questions arising under the
Indenture, provided such action shall not adversely affect the interests of the
Holders of the Securities of any series or any Coupons appertaining thereto in
any material respect;
WHEREAS, the Company 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 Company; 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 COMPANY
The Company represents and warrants to the Trustee as follows:
SECTION 1.1. The Company 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
Company of this Second Supplemental Indenture has been authorized and approved
by all necessary corporate action on the part of the Company.
ARTICLE TWO
AMENDMENTS
SECTION 3.1. The definition of "Senior Indebtedness" contained
in Section 101 of the Indenture is hereby amended in its entirety to read as
follows:
"'Senior Indebtedness of the Company' shall mean the obligations of the
Company to its creditors other than the Holders of the Securities, whether
outstanding on the date of execution of this Indenture or thereafter incurred,
except obligations ranking on a parity with the Securities (which Securities so
ranking on a parity shall include, without limitation, all CBC Subordinated
Indebtedness and all MHC Subordinated Indebtedness) or ranking junior to the
Securities.'
SECTION 3.2. Section 101 of the Indenture is hereby amended to
insert, in the appropriate alphabetical order, the following new definitions:
"'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."
"'MHC Subordinated Indebtedness' shall mean all securities
issued pursuant to that certain Indenture, dated as of
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June 1, 1985, as amended, supplemented or otherwise modified from time to time,
between the Company (as successor by merger to Manufacturers Hanover Trust
Company) and IBJ Schroder Bank & Trust Company, as trustee, and all other
securities that, pursuant to the terms of such indenture, rank on a parity with
such securities."
SECTION 3.3. 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 612 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 612 of the
Indenture.
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
Company. 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.
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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 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/ 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 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]