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AETNA SERVICES, INC.
(Formerly Aetna Life and Casualty Company)
AETNA INC.
AND
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEE
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SECOND INDENTURE SUPPLEMENT
Dated as of October 30, 2000
to
INDENTURE
Dated as of August 1, 1993
As previously supplemented on
August 1, 1996
Among
Aetna Services, Inc.
(Formerly Aetna Life and Casualty Company)
Aetna Inc.
and
State Street Bank and Trust Company
of Connecticut, National Association, as Trustee
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SECOND INDENTURE SUPPLEMENT
SECOND INDENTURE SUPPLEMENT, dated as of October 30, 2000, (the "Second
Supplemental Indenture") 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
WHEREAS, the Company and the Trustee have heretofore executed and
delivered an Indenture dated as of August 1, 1993 (as previously amended or
supplemented, 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);
WHEREAS, the Company, the Guarantor and the Trustee have heretofore
executed and delivered a First Indenture Supplement dated as of August 1, 1996
(the "First Supplemental Indenture") to the Indenture, which provides, among
other things for the Guarantor to be a party to the Indenture;
WHEREAS, the Company and the Guarantor have entered into a Plan of
Merger dated as of October 30, 2000, (the "Merger Agreement") whereby the
Company will merge into the Guarantor with the Guarantor surviving the merger
(the "Merger");
WHEREAS, Section 801 and 1506 of the Indenture prohibit the
consummation of the Merger unless the requirements, restrictions and conditions
set forth in Article 8 and Article 15 of the Indenture are satisfied, including
without limitation the requirement that the Guarantor deliver to the Trustee
this Second Supplemental Indenture;
WHEREAS, in order to satisfy the aforementioned requirements, the
Company, the Guarantor and the Trustee have determined to enter into and execute
this Second Supplemental Indenture; and
WHEREAS, 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 Second Supplemental Indenture a valid and
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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
Second Supplemental Indenture 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
Definitions
Section 1.01. Terms Defined in Indenture. All terms used herein and not
otherwise defined herein shall have the meanings given such terms in the
Indenture.
ARTICLE 2
Assumption of Obligations
Section 2.01. Assumption of Obligations Pursuant to Section 801 of the
Indenture. The Guarantor hereby assumes, pursuant to Section 801 of the
Indenture, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance and observance of every
covenant of the Indenture on the part of the Company to be performed or
observed, to the same extent that the Company is bound and liable.
Section 2.02. Assumption Conditioned upon Effectiveness of the Merger.
The assumption by the Guarantor of the Company's obligations and liabilities
under the Indenture, as provided for in this Second Supplemental Indenture is
conditioned upon and shall not be effective until the Effective Time of the
Merger, as defined in, pursuant to and upon the terms of the Merger Agreement.
ARTICLE 3
Miscellaneous
Section 3.01. Effectiveness. This Second Supplemental Indenture shall
take effect as of the date hereof.
Section 3.02. Indenture Ratified. Except as herein expressly provided,
the Indenture is in all respects ratified and confirmed by the Company, the
Guarantor and the Trustee and all the terms, provisions and conditions thereof
are and will remain in full force and effect.
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Section 3.03. Execution by the Trustee. The Trustee has executed this
Second Supplemental Indenture 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 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 Second Supplemental Indenture or
the execution thereof by the Company or the Guarantor.
Section 3.04. Governing Law. This Second Supplemental Indenture 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 3.05. Execution in Counterparts. This Second Supplemental
Indenture 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 Second
Supplemental Indenture 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/ Alfred P. Quirk, Jr.
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Alfred P. Quirk, Jr.
Vice President, Finance and Treasurer
Attest:
/s/ Paige L. Falasco
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AETNA INC.
[Seal]
By /s/ Alfred P. Quirk, Jr.
---------------------------------------
Alfred P. Quirk, Jr.
Vice President, Finance and Treasurer
Attest:
/s/ Paige L. Falasco
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STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee
[Seal]
By /s/ Earl W. Dennison, Jr.
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Earl W. Dennison, Jr.
Vice President
Attest:
/s/ Gerry Wheeler
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State of Connecticut
ss: Hartford
County of Hartford
On the 30th day of October, 2000, before me personally came Alfred P.
Quirk, Jr., to me known, who, being by me duly sworn, did depose and say that he
is the Vice President, Corporate Finance and Treasurer of Aetna Services, Inc.,
one of the corporations described in and which executed the above instrument;
that he 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 signed his name
thereto by like authority.
/s/ William C. Baskin III
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Notary Public
William C. Baskin III
My commission expires 7/31/2003
State of Connecticut
ss: Hartford
County of Hartford
On the 30th day of October, 2000, before me personally came Alfred P.
Quirk, Jr., to me known, who, being by me duly sworn, did depose and say that he
is the Vice President, Corporate Finance and Treasurer of Aetna Inc., one of the
corporations described in and which executed the above instrument; that he 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 signed his name thereto by
like authority.
/s/ William C. Baskin III
-------------------------------
Notary Public
William C. Baskin III
My commission expires 7/31/2003
5
<PAGE>
Commonwealth of Massachusetts )
) ss:
Suffolk County )
On the 31st day of October, 2000, before me personally came Earl W.
Dennison, Jr., to me known, who, being by me duly sworn, did depose and say that
he is a 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 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
signed his name thereto by like authority.
/s/ Dorothy M. Clark
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Notary Public
Dorothy M. Clark
Notary Public
My Commission Expires October 27, 2006
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