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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chemical Banking Corporation (To Be Renamed The Chase Manhattan Corporation)
(Exact name of registrant as specified in its charter)
Delaware 13-2624428
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
270 Park Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. /X/
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following box / /
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class to be so Name of exchange on which
registered each class is to be
registered
<C> <C>
7-1/2% Subordinated Notes Due 1997 New York Stock Exchange,
Inc.
7-3/4% Subordinated Notes Due 1999 New York Stock Exchange,
Inc.
8% Subordinated Notes Due 1999 New York Stock Exchange,
Inc.
Floating Rate Notes Due 1999 New York Stock Exchange,
Inc.
8.80% Subordinated Notes Due 2000 New York Stock Exchange,
Inc.
8% Subordinated Notes Due 2002 New York Stock Exchange,
Inc.
9.05% Subordinated Notes Due 2002 New York Stock Exchange,
Inc.
7.50% Subordinated Notes Due 2003 New York Stock Exchange,
Inc.
Floating Rate Subordinated Notes New York Stock Exchange,
Due 2003 Inc.
Floating Rate Subordinated Notes New York Stock Exchange,
Due August 1, 2003 Inc.
7-7/8% Subordinated Notes Due 2004 New York Stock Exchange,
Inc.
8% Subordinated Notes Due 2004 New York Stock Exchange,
Inc.
6.50% Subordinated Notes Due 2005 New York Stock Exchange,
Inc.
8% Subordinated Notes Due 2005 New York Stock Exchange,
Inc.
6.25% Subordinated Notes Due 2006 New York Stock Exchange,
Inc.
6-1/8% Subordinated Notes Due 2008 New York Stock Exchange,
Inc.
</TABLE>
<PAGE> 3
<TABLE>
<C> <C>
6.75% Subordinated Notes Due 2008 New York Stock Exchange,
Inc.
6.50% Subordinated Notes Due 2009 New York Stock Exchange,
Inc.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
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None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The titles of the classes of debt securities to be registered
hereunder (collectively, the "Notes") are: "7-1/2% Subordinated Notes Due 1997"
(the "1997 7-1/2% Notes"), "7-3/4% Subordinated Notes Due 1999" (the "1999
7-3/4% Notes"), "8% Subordinated Notes Due 1999" (the "1999 8% Notes"),
"Floating Rate Notes Due 1999" (the "1999 Floating Rate Notes"), "8.80%
Subordinated Notes Due 2000" (the "2000 8.80% Notes"), "8% Subordinated Notes
Due 2002" (the "2002 8% Notes"), "9.05% Subordinated Notes Due 2002" (the "2002
9.05% Notes"), "7.50% Subordinated Notes Due 2003" (the "2003 7.50% Notes"),
"Floating Rate Subordinated Notes Due 2003" (the "2003 Floating Rate Notes"),
"Floating Rate Subordinated Notes Due August 1, 2003" (the "August 2003 Floating
Rate Notes"), "7-7/8% Subordinated Notes Due 2004" (the "2004 7-7/8% Notes"),
"8% Subordinated Notes Due 2004" (the "2004 8% Notes"), "6.50% Subordinated
Notes Due 2005" (the "2005 6.50% Notes"), "8% Subordinated Notes Due 2005" (the
"2005 8% Notes"), "6.25% Subordinated Notes Due 2006" (the "2006 6.25% Notes"),
"6-1/8% Subordinated Notes Due 2008" (the "2008 6-1/8% Notes"), "6.75%
Subordinated Notes Due 2008" (the "2008 6.75% Notes"), and "6.50% Subordinated
Notes Due 2009" (the "2009 6.50% Notes"). All of the Notes were issued under the
Amended and Restated Indenture, dated as of September 1, 1993 (the "1993
Indenture"), between The Chase Manhattan Corporation ("Chase") and Chemical
Bank, as trustee, except for the 1999 Floating Rate Notes, which were issued
under the Indenture, dated as of August 1, 1974 (the "1974 Indenture"), between
Chase and Bankers Trust Company, as trustee.
Effective March 31, 1996, Chase will merge with and into
Chemical Banking Corporation (the "Registrant"). The Registrant will be the
surviving corporation in such merger and will continue its corporate existence
under Delaware law under the name "The Chase Manhattan Corporation." In
connection with such merger and immediately upon effectiveness thereof, (i) the
Registrant will assume all the obligations of Chase under the 1974 Indenture
pursuant to (A) the Agreement and Plan of Merger, dated as of August 27, 1995
(the "Merger Agreement"), between the Registrant and Chase and (B) the First
Supplemental Indenture, dated as of March 29, 1996, among the Registrant, Chase
and Bankers Trust Company and (ii) the Registrant will assume all the
obligations of Chase under the 1993 Indenture, and First Trust of New York
(National Association) will become successor trustee thereunder, pursuant to (A)
the Merger Agreement and (B) the First Supplemental Indenture, dated as of March
29, 1996, among the Registrant, Chase, Chemical Bank and First Trust of New York
(National Association), as successor trustee.
A description of the 1997 7-1/2% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated October 29, 1992
relating to Chase's debt securities and warrants and on the cover page and under
the
<PAGE> 5
caption "Description of Notes" in the Prospectus Supplement dated November 13,
1992 supplementing such Prospectus and relating to the 1997 7-1/2% Notes. Such
Prospectus and Prospectus Supplement were filed by Chase with the Securities and
Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act
of 1933, as amended ("Rule 424(b)"), and such description contained therein is
incorporated herein by reference.
A description of the 1999 7-3/4% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated October 29, 1992
relating to Chase's debt securities and warrants and on the cover page and under
the caption "Description of Notes" in the Prospectus Supplement dated October
29, 1992 supplementing such Prospectus and relating to the 1999 7-3/4% Notes.
Such Prospectus and Prospectus Supplement were filed by Chase with the SEC
pursuant to Rule 424(b), and such description contained therein is incorporated
herein by reference.
A description of the 1999 8% Notes is set forth on the cover
page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated May 1, 1992 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated June 17, 1992
supplementing such Prospectus and relating to the 1999 8% Notes. Such Prospectus
and Prospectus Supplement were filed by Chase with the SEC pursuant to Rule
424(b), and such description contained therein is incorporated herein by
reference.
A description of the 1999 Floating Rate Notes is set forth in
on the cover page and under the captions "Description of Floating Interest Rate"
and "Description of Notes" in the Prospectus of Chase dated August 2, 1974
relating to the 1999 Floating Rate Notes. Such Prospectus was filed by Chase
with the SEC pursuant to Rule 424(b), and such description contained therein is
incorporated herein by reference.
A description of the 2000 8.80% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated November 23, 1994
relating to Chase's debt securities and certain other securities and on the
cover page and under the caption "Description of Notes" in the Prospectus
Supplement dated January 17, 1995 supplementing such Prospectus and relating to
the 2000 8.80% Notes. Such Prospectus and Prospectus Supplement were filed by
Chase with the SEC pursuant to Rule 424(b), and such description contained
therein is incorporated herein by reference.
A description of the 2002 8% Notes is set forth on the cover
page and under the captions "Description of Debt
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Securities" and "The Subordinated Securities" in the Prospectus of Chase dated
November 23, 1994 relating to Chase's debt securities and certain other
securities and on the cover page and under the caption "Description of Notes" in
the Prospectus Supplement dated April 19, 1995 supplementing such Prospectus and
relating to the 2002 8% Notes. Such Prospectus and Prospectus Supplement were
filed by Chase with the SEC pursuant to Rule 424(b), and such description
contained therein is incorporated herein by reference.
A description of the 2002 9.05% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated November 23, 1994
relating to Chase's debt securities and certain other securities and on the
cover page and under the caption "Description of Notes" in the Prospectus
Supplement dated January 26, 1995 supplementing such Prospectus and relating to
the 2002 9.05% Notes. Such Prospectus and Prospectus Supplement were filed by
Chase with the SEC pursuant to Rule 424(b), and such description contained
therein is incorporated herein by reference.
A description of the 2003 7.50% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated October 29, 1992
relating to Chase's debt securities and warrants and on the cover page and under
the caption "Description of Notes" in the Prospectus Supplement dated January
26, 1993 supplementing such Prospectus and relating to the 2003 7.50% Notes.
Such Prospectus and Prospectus Supplement were filed by Chase with the SEC
pursuant to Rule 424(b), and such description contained therein is incorporated
herein by reference.
A description of the 2003 Floating Rate Notes is set forth on
the cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated March 2, 1993 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated July 8, 1993
supplementing such Prospectus and relating to the 2003 Floating Rate Notes. Such
Prospectus and Prospectus Supplement were filed by Chase with the SEC pursuant
to Rule 424(b), and such description contained therein is incorporated herein by
reference.
A description of the August 2003 Floating Rate Notes is set
forth on the cover page and under the captions "Description of Debt Securities"
and "The Subordinated Securities" in the Prospectus of Chase dated March 2, 1993
relating to Chase's debt securities and warrants and on the cover page and under
the caption "Description of Notes" in the Prospectus Supplement dated July 29,
1993 supplementing such Prospectus and relating to the August 2003 Floating Rate
Notes. Such Prospectus and Prospectus
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<PAGE> 7
Supplement were filed by Chase with the SEC pursuant to Rule 424(b), and such
description contained therein is incorporated herein by reference.
A description of the 2004 7-7/8% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated March 2, 1993 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated August 3, 1994
supplementing such Prospectus and relating to the 2004 7- 7/8% Notes. Such
Prospectus and Prospectus Supplement were filed by Chase with the SEC pursuant
to Rule 424(b), and such description contained therein is incorporated herein by
reference.
A description of the 2004 8% Notes is set forth on the cover
page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated March 2, 1993 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated May 18, 1994
supplementing such Prospectus and relating to the 2004 8% Notes. Such Prospectus
and Prospectus Supplement were filed by Chase with the SEC pursuant to Rule
424(b), and such description contained therein is incorporated herein by
reference.
A description of the 2005 6.50% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated March 2, 1993 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated July 20, 1993
supplementing such Prospectus and relating to the 2005 6.50% Notes. Such
Prospectus and Prospectus Supplement were filed by Chase with the SEC pursuant
to Rule 424(b), and such description contained therein is incorporated herein by
reference.
A description of the 2005 8% Notes is set forth on the cover
page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated November 23, 1994
relating to Chase's debt securities and certain other securities and on the
cover page and under the caption "Description of Notes" in the Prospectus
Supplement dated May 4, 1995 supplementing such Prospectus and relating to the
2005 8% Notes. Such Prospectus and Prospectus Supplement were filed by Chase
with the SEC pursuant to Rule 424(b), and such description contained therein is
incorporated herein by reference.
A description of the 2006 6.25% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus
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<PAGE> 8
of Chase dated November 23, 1994 relating to Chase's debt securities and certain
other securities and on the cover page and under the caption "Description of
Notes" in the Prospectus Supplement dated January 16, 1996 supplementing such
Prospectus and relating to the 2006 6.25% Notes. Such Prospectus and Prospectus
Supplement were filed by Chase with the SEC pursuant to Rule 424(b), and such
description contained therein is incorporated herein by reference.
A description of the 2008 6-1/8% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated March 2, 1993 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated October 8,
1993 supplementing such Prospectus and relating to the 2008 6- 1/8% Notes. Such
Prospectus and Prospectus Supplement were filed by Chase with the SEC pursuant
to Rule 424(b), and such description contained therein is incorporated herein by
reference.
A description of the 2008 6.75% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated March 2, 1993 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated August 10,
1993 supplementing such Prospectus and relating to the 2008 6.75% Notes. Such
Prospectus and Prospectus Supplement were filed by Chase with the SEC pursuant
to Rule 424(b), and such description contained therein is incorporated herein by
reference.
A description of the 2009 6.50% Notes is set forth on the
cover page and under the captions "Description of Debt Securities" and "The
Subordinated Securities" in the Prospectus of Chase dated March 2, 1993 relating
to Chase's debt securities and warrants and on the cover page and under the
caption "Description of Notes" in the Prospectus Supplement dated January 20,
1994 supplementing such Prospectus and relating to the 2009 6.50% Notes. Such
Prospectus and Prospectus Supplement were filed by Chase with the SEC pursuant
to Rule 424(b), and such description contained therein is incorporated herein by
reference.
ITEM 2. EXHIBITS.
<TABLE>
<S> <C>
1 Forms of global and definitive 7-1/2% Subordinated
Notes Due 1997 (incorporated by reference to Exhibits
(4)(y), (4)(z) and (4)(aa), respectively, of the
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C>
Current Report on Form 8-K dated November 13, 1992 of The
Chase Manhattan Corporation).
2 Forms of global and definitive 7-3/4% Subordinated Notes Due
1999 (incorporated by reference to Exhibits (4)(v), (4)(w) and
(4)(x), respectively, of the Current Report on Form 8-K dated
October 29, 1992 of The Chase Manhattan Corporation).
3 Forms of global and definitive 8% Subordinated Notes Due 1999
(incorporated by reference to Exhibits (4)(s) and (4)(t),
respectively, of the Current Report on Form 8-K dated June 17,
1992 of The Chase Manhattan
Corporation).
4 Form of definitive Floating Rate Notes Due 1999
(included in Exhibit 19)
5 Forms of global and definitive 8.80% Subordinated Notes Due
2000 (incorporated by reference to Exhibits 4.30 and 4.31,
respectively, of the Current Report on Form 8-K dated January
17, 1995 of The Chase Manhattan
Corporation).
6 Forms of global and definitive 8% Subordinated Notes Due 2002
(incorporated by reference to Exhibits 4.34 and 4.35,
respectively, of the Current Report on Form 8-K dated April
19, 1995 of The Chase Manhattan
Corporation).
7 Forms of global and definitive 9.05% Subordinated Notes Due
2002 (incorporated by reference to Exhibits 4.32 and 4.33,
respectively, of the Current Report on Form 8-K dated January
26, 1995 of The Chase Manhattan
Corporation).
8 Forms of global and definitive 7.50% Subordinated Notes Due
2003 (incorporated by reference to Exhibits (4)(bb) and
(4)(cc), respectively, of the Current Report on Form 8-K dated
January 26, 1993 of The Chase Manhattan
Corporation).
9 Forms of global and definitive Floating Rate Subordinated
Notes Due 2003 (incorporated by reference to Exhibits (4)(u)
and (4)(v), respectively, of the Current Report on Form 8-K
dated July 8, 1993 of The Chase Manhattan Corporation).
10 Forms of global and definitive Floating Rate Subordinated
Notes Due August 1, 2003 (incorporated by reference to
Exhibits (4)(y) and (4)(z), respectively, of the Current
Report on Form 8-K dated July 29, 1993 of The Chase Manhattan
Corporation).
</TABLE>
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<TABLE>
<S> <C>
11 Forms of global and definitive 7-7/8% Subordinated Notes Due
2004 (incorporated by reference to Exhibits (4)(mm) and
(4)(nn), respectively, of the Current Report on Form 8-K dated
August 3, 1994 of The Chase Manhattan Corporation).
12 Forms of global and definitive 8% Subordinated Notes Due 2004
(incorporated by reference to Exhibits (4)(kk) and (4)(ll),
respectively, of the Current Report on Form 8-K dated May 18,
1994 of The Chase Manhattan
Corporation).
13 Forms of global and definitive 6.50% Subordinated Notes Due
2005 (incorporated by reference to Exhibits (4)(w) and (4)(x)
of the Current Report on Form 8-K dated July 20, 1993 of The
Chase Manhattan Corporation).
14 Forms of global and definitive 8% Subordinated Notes Due 2005
(incorporated by reference to Exhibits 4.48 and 4.49,
respectively, of the Current Report on Form 8-K dated May 4,
1995 of The Chase Manhattan
Corporation).
15 Forms of global and definitive 6.25% Subordinated Notes Due
2006 (incorporated by reference to Exhibits 4.50 and 4.51,
respectively, of the Current Report on Form 8-K dated January
16, 1996 of The Chase Manhattan
Corporation).
16 Forms of global and definitive 6-1/8% Subordinated Notes Due
2008 (incorporated by reference to Exhibits (4)(gg) and
(4)(hh), respectively, of the Current Report on Form 8-K dated
October 8, 1993 of The Chase Manhattan Corporation).
17 Forms of global and definitive 6.75% Subordinated Notes Due
2008 (incorporated by reference to Exhibits (4)(aa) and
(4)(bb), respectively, of the Current Report on Form 8-K dated
August 10, 1993 of The Chase Manhattan
Corporation).
18 Forms of global and definitive 6.50% Subordinated Notes Due
2009 (incorporated by reference to Exhibits (4)(ii) and
(4)(jj), respectively, of the Current Report on Form 8-K dated
January 20, 1994 of The Chase Manhattan
Corporation).
19 Amended and Restated Indenture, dated as of September 1, 1993,
between The Chase Manhattan Corporation and Chemical Bank, as
trustee (incorporated by reference to Exhibit 4(cc) of the
Current Report on Form 8-K dated August 19, 1993 of The Chase
Manhattan Corporation).
</TABLE>
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<PAGE> 11
<TABLE>
<S> <C>
20 Indenture, dated as of August 1, 1974, between The
Chase Manhattan Corporation and Bankers Trust Company,
as trustee (incorporated by reference to Exhibit 2(b)
of Amendment No. 1 to the Registration Statement on
Form S-7 of The Chase Manhattan Corporation, dated July
30, 1974 (File No. 2-51538).
21 Agreement and Plan of Merger, dated as of August 27,
1995, between Chemical Banking Corporation and The
Chase Manhattan Corporation (incorporated by reference
to Annex I to the Proxy Statement/Prospectus referenced
as Exhibit 2.1 to the Registration Statement on Form S-
4 dated October 31, 1995 (Registration No. 33-63833) of
Chemical Banking Corporation).
22 Form of First Supplemental Indenture, dated as of
March 29, 1996, among Chemical Banking Corporation, The
Chase Manhattan Corporation, Chemical Bank, as trustee, and
First Trust of New York (National Association), as successor
trustee.
23 Form of First Supplemental Indenture, dated as of March 29,
1996, among Chemical Banking Corporation, The Chase
Manhattan Corporation and Bankers Trust Company, as
trustee.
</TABLE>
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CHEMICAL BANKING CORPORATION
(To Be Renamed The Chase
Manhattan Corporation)
DATED: March 18, 1996 By: /s/ JOHN B. WYNNE
--------------------------
Name: John B. Wynne
Title: Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
<S> <C> <C>
1 Forms of global and definitive 7-
1/2% Subordinated Notes Due 1997
(incorporated by reference to
Exhibits (4)(y), (4)(z) and
(4)(aa), respectively, of the
Current Report on Form 8-K dated
November 13, 1992 of The Chase
Manhattan Corporation).
2 Forms of global and definitive 7-
3/4% Subordinated Notes Due 1999
(incorporated by reference to
Exhibits (4)(v), (4)(w) and (4)(x),
respectively, of the Current Report
on Form 8-K dated October 29, 1992
of The Chase Manhattan
Corporation).
3 Forms of global and definitive 8%
Subordinated Notes Due 1999
(incorporated by reference to
Exhibits (4)(s) and (4)(t),
respectively, of the Current Report
on Form 8-K dated June 17, 1992 of
The Chase Manhattan Corporation).
4 Form of definitive Floating Rate
Notes Due 1999 (included in Exhibit
19).
5 Forms of global and definitive
8.80% Subordinated Notes Due 2000
(incorporated by reference to
Exhibits 4.30 and 4.31,
respectively, of the Current Report
on Form 8-K dated January 17, 1995
of The Chase Manhattan
Corporation).
6 Forms of global and definitive 8%
Subordinated Notes Due 2002
(incorporated by reference to
Exhibits 4.34 and 4.35,
respectively, of the Current Report
on Form 8-K dated April 19, 1995 of
The Chase Manhattan Corporation).
7 Forms of global and definitive
9.05% Subordinated Notes Due 2002
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C> <C>
(incorporated by reference to
Exhibits 4.32 and 4.33,
respectively, of the Current Report
on Form 8-K dated January 26, 1995
of The Chase Manhattan
Corporation).
8 Forms of global and definitive
7.50% Subordinated Notes Due 2003
(incorporated by reference to
Exhibits (4)(bb) and (4)(cc),
respectively, of the Current Report
on Form 8-K dated January 26, 1993
of The Chase Manhattan
Corporation).
9 Forms of global and definitive
Floating Rate Subordinated Notes
Due 2003 (incorporated by reference
to Exhibits (4)(u) and (4)(v),
respectively, of the Current Report
on Form 8-K dated July 8, 1993 of
The Chase Manhattan Corporation).
10 Forms of global and definitive
Floating Rate Subordinated Notes
Due August 1, 2003 (incorporated by
reference to Exhibits (4)(y) and
(4)(z), respectively, of the
Current Report on Form 8-K dated
July 29, 1993 of The Chase
Manhattan Corporation).
11 Forms of global and definitive 7-
7/8% Subordinated Notes Due 2004
(incorporated by reference to
Exhibits (4)(mm) and (4)(nn),
respectively, of the Current Report
on Form 8-K dated August 3, 1994 of
The Chase Manhattan Corporation).
12 Forms of global and definitive 8%
Subordinated Notes Due 2004
(incorporated by reference to
Exhibits (4)(kk) and (4)(ll),
respectively, of the Current Report
on Form 8-K dated May 18, 1994 of
The Chase Manhattan Corporation).
13 Forms of global and definitive
6.50% Subordinated Notes Due 2005
(incorporated by reference to
Exhibits (4)(w) and (4)(x),
respectively, of the Current Report
</TABLE>
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<PAGE> 15
<TABLE>
<S> <C> <C>
on Form 8-K dated July 20, 1993 of
The Chase Manhattan Corporation).
14 Forms of global and definitive 8%
Subordinated Notes Due 2005
(incorporated by reference to
Exhibits 4.48 and 4.49,
respectively, of the Current Report
on Form 8-K dated May 4, 1995 of
The Chase Manhattan Corporation).
15 Forms of global and definitive
6.25% Subordinated Notes Due 2006
(incorporated by reference to
Exhibits 4.50 and 4.51,
respectively, of the Current Report
on Form 8-K dated January 16, 1996
of The Chase Manhattan
Corporation).
16 Forms of global and definitive 6-
1/8% Subordinated Notes Due 2008
(incorporated by reference to
Exhibits (4)(gg) and (4)(hh),
respectively, of the Current Report
on Form 8-K dated October 8, 1993
of The Chase Manhattan
Corporation).
17 Forms of global and definitive
6.75% Subordinated Notes Due 2008
(incorporated by reference to
Exhibits (4)(aa) and (4)(bb),
respectively, of the Current Report
on Form 8-K dated August 10, 1993
of The Chase Manhattan
Corporation).
18 Forms of global and definitive 6.50%
Subordinated Notes Due 2009 (incorporated by
reference to Exhibits (4)(ii) and (4)(jj),
respectively, of the Current Report on Form
8-K dated January 20, 1994 of The Chase
Manhattan Corporation).
19 Amended and Restated Indenture, dated as of
September 1, 1993, between The Chase
Manhattan Corporation and Chemical Banking
Corporation, as Trustee, relating to all but
the Floating Rate Notes Due 1999
(incorporated by reference to Exhibit 4(cc)
of the Current Report on Form 8-K dated
</TABLE>
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<PAGE> 16
<TABLE>
<CAPTION>
<S> <C> <C>
August 19, 1993 of The Chase Manhattan
Corporation).
20 Indenture, dated as of August 1, 1974,
between The Chase Manhattan Corporation and
Bankers Trust Company, as Trustee, relating
to the Floating Rate Notes Due 1999
(incorporated by reference to Exhibit 2(b) of
Amendment No. 1 to the Registration Statement
on Form S-7 of The Chase Manhattan
Corporation, dated July 30, 1974 (File No. 2-
51538).
21 Agreement and Plan of Merger, dated
as of August 27, 1995, between
Chemical Banking Corporation and
The Chase Manhattan Corporation
(incorporated by reference to Annex
I to the Proxy Statement/Prospectus
referenced as Exhibit 2.1 to the
Registration Statement on Form S-4
dated October 31, 1995
(Registration No. 33-63833) of
Chemical Banking Corporation.
22 Form of First Supplemental Indenture, dated as of
March 29, 1996, among Chemical Banking
Corporation, The Chase Manhattan Corporation,
Chemical Bank, as trustee, and First Trust of
New York (National Association), as successor
trustee.
23 Form of First Supplemental Indenture, dated as
of March 29, 1996, among Chemical
Banking Corporation, The Chase Manhattan
Corporation and Bankers Trust Company,
as trustee.
</TABLE>
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<PAGE> 1
EXHIBIT 22
CHEMICAL BANKING CORPORATION,
THE CHASE MANHATTAN CORPORATION,
CHEMICAL BANK, as Resigning Trustee
AND
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Successor Trustee
----------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 29, 1996
to
AMENDED AND RESTATED INDENTURE
Dated as of September 1, 1993
----------------------------------------
<PAGE> 2
FIRST SUPPLEMENTAL INDENTURE, dated as of March 29, 1996,
among CHEMICAL BANKING CORPORATION, a Delaware corporation ("Successor"), THE
CHASE MANHATTAN CORPORATION, a Delaware corporation ("Chase"), CHEMICAL BANK, a
banking corporation duly organized and existing under the laws of the State of
New York, as trustee ("Resigning Trustee"), and FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, an association duly organized and existing under the
federal laws of the United States ("Successor Trustee").
WHEREAS, Chase and Resigning Trustee have heretofore executed
and delivered a certain indenture, dated as of May 1, 1987 (the "Original
Indenture"), authorizing the issuance from time to time of subordinated debt
securities of Chase (the "Securities"), and supplements to the Original
Indenture in the form of a First Supplemental Indenture, dated as of May 1,
1991, a Second Supplemental Indenture, dated as of October 1, 1992, and a Third
Supplemental Indenture, dated as of September 1, 1993, the provisions of which
Third Supplemental Indenture are applicable only to Securities issued on or
after September 1, 1993 (other than the provisions that reflect the requirements
of the Trust Indenture Act) (the Original Indenture, as so supplemented by the
First, Second and Third Supplemental Indentures, the "Original Supplemented
Indenture");
WHEREAS, as of September 1, 1993, Chase and Resigning Trustee
restated the Original Supplemented Indenture pursuant to the terms thereof (the
Original Supplemented Indenture, as so restated, the "Indenture");
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 form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on and any Additional Amounts with respect to
all the Securities and the performance of every covenant of the Indenture on the
part of Chase to be performed or observed;
WHEREAS, upon effectiveness of the Merger, Resigning
Trustee shall become a subsidiary of the issuer of the Securities
<PAGE> 3
2
under the Indenture and accordingly Resigning Trustee desires to resign pursuant
to Section 609(b) of the Indenture and Successor Trustee is willing to accept
appointment as successor Trustee under the Indenture;
WHEREAS, Sections 901(1) and 901(7), respectively, of the
Indenture provide, among other things, that, without the consent of the Holders,
Chase, when authorized by a Board Resolution of Chase, and the Trustee, at any
time and from time to time, may enter into an indenture supplemental to the
Indenture, in form satisfactory to the Trustee, for the purposes of (i)
evidencing the succession of Successor to Chase, and the assumption by Successor
of the covenants of Chase contained in the Indenture and the Securities and (ii)
evidencing and providing for the acceptance of appointment under the Indenture
by a successor Trustee;
WHEREAS, Successor and Chase desire and have requested that
Resigning Trustee and Successor Trustee join in the execution of this First
Supplemental Indenture for the purpose of (i) evidencing the succession and
assumption by Successor to Chase and the assumption by Successor of the
covenants of Chase contained in the Indenture and the Securities, (ii)
evidencing the resignation of the Resigning Trustee, (iii) appointing Successor
Trustee with respect to all Securities and evidencing acceptance of such
appointment by Successor Trustee and (iv) amending certain provisions of the
Indenture in connection with such succession and assumption, and such
appointment and acceptance, as hereinafter set forth;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by Board Resolutions of the Boards of Directors of
Chase and Successor and have been duly authorized by all necessary action on the
part of Resigning Trustee and Successor Trustee; and
WHEREAS, all conditions precedent and requirements necessary
to make this First 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 FIRST 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:
<PAGE> 4
3
ARTICLE ONE
REPRESENTATIONS AND COVENANTS OF RESIGNING TRUSTEE
SECTION 1.1. Pursuant to Section 609(b) of the Indenture,
Resigning Trustee hereby notifies Chase that Resigning Trustee is hereby
resigning as Trustee under the Indenture.
SECTION 1.2. Resigning Trustee hereby represents and warrants
to Successor Trustee that:
(a) No covenant or condition contained in the
Indenture has been waived by Resigning Trustee or,
to the best of the knowledge of the Responsible
Officers assigned to Resigning Trustee's Corporate
Trustee Administration Department, by the Holders
of the percentage in aggregate principal amount of
Securities of any series required by the Indenture
to effect any such waiver.
(b) There is no action, suit or proceeding pending or,
to the best of the knowledge of the Responsible
Officers assigned to Resigning Trustee's Corporate
Trustee Administration Department, threatened
against Resigning Trustee before any court or any
governmental authority arising out of any action
or omission by Resigning Trustee as Trustee under
the Indenture.
(c) To the best of the knowledge of the Responsible
Officers assigned to the Resigning Trustee's
Corporate Trustee Administration Department, no event
has occurred and is continuing which is, or after
notice or lapse of time or both would become, an
Event of Default under Section 501 of the Indenture.
SECTION 1.3. Resigning Trustee hereby assigns, transfers,
delivers and confirms to Successor Trustee all right, title and interest of
Resigning Trustee in and to the trust under the Indenture; all the rights,
powers, trusts and duties of the Trustee under the Indenture; and all property
and money held by Resigning Trustee under the Indenture, subject nevertheless to
Resigning Trustee's lien, if any, provided for in Section 607 of the Indenture.
Resigning Trustee shall execute and deliver such further instruments and shall
do such other things as Successor Trustee may reasonably require so as to more
fully and certainly vest and confirm in Successor Trustee all the rights,
trusts, powers and duties hereby assigned, transferred, delivered and confirmed
to Successor Trustee.
<PAGE> 5
4
ARTICLE TWO
REPRESENTATIONS OF AND ACCEPTANCE BY SUCCESSOR TRUSTEE
SECTION 2.1. Successor Trustee hereby represents and warrants
to Resigning Trustee and to Chase and Successor that Successor Trustee is not
disqualified under the provisions of Section 608 of the Indenture and is
eligible under the provisions of Section 609 of the Indenture to act as Trustee
under the Indenture.
SECTION 2.2. Successor Trustee hereby accepts its appointment
as successor Trustee under the Indenture and accepts the rights, powers, trusts,
duties and obligations of Resigning Trustee as Trustee under the Indenture, upon
the terms and conditions set forth therein, with like effect as if originally
named as Trustee under the Indenture.
ARTICLE THREE
REPRESENTATIONS AND COVENANTS OF CHASE AND SUCCESSOR
SECTION 3.1. Each of Chase and Successor represents and
warrants to Resigning Trustee and Successor Trustee as follows:
(a) It is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(b) The execution, delivery and performance by it of
this First Supplemental Indenture have been authorized and approved by
all necessary corporate action on the part of it.
(c) 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.
(c) Immediately after the Merger, no Event of Default
or Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default or Default, shall have happened and be
continuing.
SECTION 3.2 Each of Chase and Successor hereby appoints
Successor Trustee as Trustee under the Indenture to succeed to, and hereby vests
Successor Trustee with, all the rights, powers, trusts, duties and obligations
of Resigning
<PAGE> 6
5
Trustee under the Indenture with like effect as if originally named as Trustee
in the Indenture.
SECTION 3.3. Promptly after the effectiveness of this First
Supplemental Indenture, Successor shall, in accordance with the provisions of
Section 609(f) of the Indenture, cause a notice, substantially in the form of
Exhibit A annexed hereto, (i) to be sent to each Holder of Registered
Securities, (ii) to be published in an Authorized Newspaper in each Place of
Payment located outside of the United States with respect to Bearer Securities
and (iii) if any Holder of Bearer Securities has filed its name and address with
the Trustee within the two years preceding the issuance of such notice, to be
sent to such Holder as its name and address appears in such filing.
SECTION 3.4. Notwithstanding the resignation, appointment and
acceptance effected by this First Supplemental Indenture, Successor shall remain
obligated under Section 607 of the Indenture to compensate, reimburse and
indemnify Resigning Trustee in connection with its trusteeship under the
Indenture.
ARTICLE FOUR
ASSUMPTION BY SUCCESSOR
SECTION 4.1. Successor hereby expressly assumes the due and
punctual payment of the principal of, premium, if any, and interest on and any
Additional Amounts with respect to all the Securities and the performance of
every covenant of the Indenture to be performed or observed by Chase.
SECTION 4.2. The Securities may bear a notation concerning the
assumption of the Indenture and the Securities by Successor.
SECTION 4.3. 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 FIVE
AMENDMENTS
SECTION 5.1. (a) 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
<PAGE> 7
6
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"; (b) the reference in the first paragraph of the
Indenture to "CHEMICAL BANK, a corporation organized and existing under the laws
of the State of New York" is hereby amended to read "FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, a national association organized and existing under the
federal laws of the United States" and each other reference therein to "Chemical
Bank" shall be amended to read "First Trust of New York, National Association";
(c) the reference to "450 West 33rd Street, New York, New York 10001" in the
definition of "Corporate Trust Office" in Section 101 of the Indenture is hereby
amended to read "100 Wall Street, Suite 1600, New York, New York 10005"; and (d)
the reference to "Corporate Trustee Administration Department" in clause (1) of
Section 105 of the Indenture is hereby amended to read "Corporate Trust
Administration".
SECTION 5.2. 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 SIX
MISCELLANEOUS
SECTION 6.1. Resigning Trustee and Successor Trustee each
accepts the modification of the Indenture effected by this First Supplemental
Indenture, but only upon the terms and conditions set forth in the Indenture.
Without limiting the generality of the foregoing, neither Resigning Trustee nor
Successor Trustee assumes any responsibility for the correctness of the recitals
herein contained, which shall be taken as the statements of Chase and Successor.
Neither Resigning Trustee nor Successor Trustee makes any representation and
shall have no responsibility as to the validity and sufficiency of this First
Supplemental Indenture, other than Articles One and Two hereof, as applicable.
SECTION 6.2. If and to the extent that any provision of this
First Supplemental Indenture limits, qualifies or conflicts with another
provision included in this First Supplemental Indenture, or in the Indenture,
which is required to be included in this First 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.
<PAGE> 8
7
SECTION 6.3. Nothing in this First Supplemental Indenture is
intended to or shall provide any rights to any parties other than those
expressly contemplated by this First Supplemental Indenture.
SECTION 6.4. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Indenture.
SECTION 6.5. This First Supplemental Indenture shall be
construed in accordance with and governed by the laws of the State of New York.
SECTION 6.6. 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 6.7. This First Supplemental Indenture shall become
effective as of March 31, 1996.
<PAGE> 9
8
IN WITNESS WHEREOF, the parties hereto have caused this First
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
--------------------------
Name:
Title:
(Corporate Seal)
Attest:
- ------------------------
CHEMICAL BANKING CORPORATION
By
--------------------------
Name:
Title:
(Corporate Seal)
Attest:
- ------------------------
<PAGE> 10
9
CHEMICAL BANK,
as Resigning Trustee
By
--------------------------
Name:
Title:
(Corporate Seal)
Attest:
- ------------------------
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Successor Trustee
By
--------------------------
Name:
Title:
(Corporate Seal)
Attest:
- ------------------------
<PAGE> 11
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of _________________, 1996, before me, the
undersigned officer, personally appeared ___________________, who acknowledged
himself to be the ____________________ 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.
----------------------------
Notary Public
[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of ______________, 1996, before me, the
undersigned officer, personally appeared _________________, who acknowledged
himself to be the ____________________ 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.
----------------------------
Notary Public
[SEAL]
<PAGE> 12
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of ____________, 1996, before me, the
undersigned officer, personally appeared ______________________, who
acknowledged himself to be a ______________________ of CHEMICAL BANK, a 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.
----------------------------
Notary Public
[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of ____________, 1996, before me, the
undersigned officer, personally appeared ______________________, who
acknowledged himself to be a ______________________ of FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, a national association, 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 association by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------
Notary Public
[SEAL]
<PAGE> 1
EXHIBIT 23
CHEMICAL BANKING CORPORATION,
THE CHASE MANHATTAN CORPORATION
AND
BANKERS TRUST COMPANY,
as Trustee
----------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 29, 1996
to
INDENTURE
Dated as of August 1, 1974
----------------------------------------
<PAGE> 2
FIRST 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 August 1, 1974 (the "Indenture"),
providing for the issuance of floating rate notes due 1999 of Chase ("Notes");
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 form
satisfactory to the Trustee, the due and punctual payment of the principal of
and interest on all the Notes 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 the holders of any Notes (the "Holders"),
Chase, when authorized by a Board Resolution of Chase, and the Trustee, at any
time and from time to time, 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
covenants of Chase contained in the Indenture and the Notes;
WHEREAS, Successor and Chase desire and have requested that
the Trustee join in the execution of this First Supplemental Indenture for the
purpose of evidencing such succession and assumption and amending certain
provisions of the Indenture as hereinafter set forth;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by Board Resolutions of the Boards of Directors of
Chase and Successor; and
<PAGE> 3
2
WHEREAS, all conditions precedent and requirements necessary
to make this First 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 FIRST 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 Notes, 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 First 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
Event of 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.
<PAGE> 4
3
ARTICLE TWO
ASSUMPTION AND AGREEMENTS
SECTION 2.1. Successor hereby expressly assumes the due and
punctual payment of the principal of and interest on all the Notes and the
performance of every covenant of the Indenture to be performed or observed by
Chase.
SECTION 2.2. The Notes may bear a notation concerning the
assumption of the Indenture and the Notes 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 10005" 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
Notes 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 First 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 Chase
<PAGE> 5
4
and Successor. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this First Supplemental
Indenture.
SECTION 4.2. If and to the extent that any provision of this
First Supplemental Indenture limits, qualifies or conflicts with another
provision included in this First Supplemental Indenture, or in the Indenture,
which is required to be included in this First 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 First Supplemental Indenture is
intended to or shall provide any rights to any parties other than those
expressly contemplated by this First Supplemental Indenture.
SECTION 4.4. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Indenture.
SECTION 4.5. This First 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 First Supplemental Indenture shall become
effective as of the Effective Time.
<PAGE> 6
5
IN WITNESS WHEREOF, the parties hereto have caused this First
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
--------------------------
Name:
Title:
(Corporate Seal)
Attest:
- ------------------------
CHEMICAL BANKING CORPORATION
By
--------------------------
Name:
Title:
(Corporate Seal)
Attest:
- ------------------------
BANKERS TRUST COMPANY,
as Trustee
By
--------------------------
Name:
Title:
(Corporate Seal)
Attest:
- ------------------------
<PAGE> 7
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of ______________, 1996, before me, the
undersigned officer, personally appeared ___________________, who acknowledged
himself to be the ___________________ 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.
----------------------------
Notary Public
[SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of _______________, 1996, before me, the
undersigned officer, personally appeared _________________, who acknowledged
himself to be the ____________________ 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.
----------------------------
Notary Public
[SEAL]
<PAGE> 8
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ____ day of __________, 1996, before me, the
undersigned officer, personally appeared ____________________, who acknowledged
himself to be a ___________________ 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.
----------------------------
Notary Public
[SEAL]
