Exhibit 4(bb)(ii)
CITICORP
AND
CITI MERGER SUB INC.
TO
WILMINGTON TRUST COMPANY,
as Trustee
----------------
Fourth Supplemental Indenture
Dated as of October 7, 1998
----------------
Supplemental to Indenture Dated
as of December 17, 1996
FOURTH SUPPLEMENTAL INDENTURE, dated as of October 7, 1998, among
CITICORP, a corporation duly organized and existing under the laws of the State
of Delaware (herein called "Citicorp"), having its principal office at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, CITI MERGER SUB INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
"Successor"), and WILMINGTON TRUST COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware, as Trustee (herein called the
"Trustee").
RECITALS
Citicorp has heretofore executed and delivered to the Trustee a certain
indenture, dated as of December 17, 1996 (as heretofore amended, the
"Indenture"), as amended by a First Supplemental Indenture dated as of December
17, 1996, a Second Supplemental Indenture dated as of January 29, 1997, and a
Third Supplemental Indenture dated as of June 28, 1998, pursuant to which one or
more series of unsecured debentures, notes or other evidences of indebtedness of
Citicorp (herein called the "Securities") may be issued from time to time. All
capitalized terms used in this Fourth Supplemental Indenture which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
Citicorp and Travelers Group Inc. ("Travelers") have entered into an
Agreement and Plan of Merger dated as of April 5, 1998, as modified by a certain
letter agreement dated June 8, 1998 among Citicorp, Travelers and Successor (as
modified, the "Merger Agreement") which contemplates the execution and filing of
a Certificate of Merger (the "Certificate of Merger") providing for the merger
(the "Merger") of Citicorp with and into Successor, a wholly-owned subsidiary of
Travelers, with Successor continuing as the surviving corporation in the Merger
and changing its name to "Citicorp" following the Merger.
Section 10.01 of the Indenture provides, among other things, that Citicorp
shall not merge into any other corporation unless the corporation into which
Citicorp 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 any premium and
interest on all the Securities and the performance of every covenant of the
Indenture on the part of Citicorp to be performed or observed.
Section 9.01(a) of the Indenture provides, among other things, that
without the consent of any holders of Securities or coupons, Citicorp 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 a
successor to Citicorp and the assumption by a successor of the covenants of
Citicorp in the Indenture and in the Securities.
Citicorp and Successor desire and have requested that the Trustee join in
the execution of this Fourth Supplemental Indenture for the purpose of
evidencing such succession and assumption by Successor and amending certain
provisions of the Indenture as hereinafter set forth.
Citicorp has furnished the Trustee with (i) an Opinion of Counsel stating,
among other things, that each of the form of this Fourth Supplemental Indenture
and the terms and execution hereof is authorized or permitted by, and complies
with the requirements of the Indenture and (ii) an Officer's Certificate stating
that all conditions precedent provided for in the Indenture with respect to this
Fourth Supplemental Indenture have been complied with.
All things necessary to make this Fourth Supplemental Indenture a valid
agreement of Citicorp, Successor and the Trustee and a valid amendment of and
supplement to the Indenture have been done.
NOW, THEREFORE, THIS FOURTH 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 or of series thereof, as follows:
ARTICLE ONE
REPRESENTATIONS OF CITICORP AND SUCCESSOR
Each of Citicorp 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 Fourth
Supplemental Indenture have been authorized and approved by all necessary
corporate action on its part.
SECTION 1.3. The Merger shall become effective at such time as the
Certificate of Merger is duly filed with the Secretary of State of the State of
Delaware, or at such subsequent date and time as Travelers and Citicorp shall
agree and specify in the Certificate of Merger (the time the Merger becomes
effective being referred to herein as the "Effective Time").
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.
ARTICLE TWO
ASSUMPTIONS AND AGREEMENTS
SECTION 2.1. Effective upon the Effective Time, Successor hereby expressly
assumes the due and punctual payment of the principal of and premium and
interest on all the Securities, and the performance of every covenant of the
Indenture to be performed or observed by Citicorp.
SECTION 2.2. Effective upon the Effective Time, Successor shall succeed to
and be substituted for Citicorp under the Indenture, with the same effect as if
Successor had been named as the "Company" therein all in accordance with Section
10.02 of the Indenture.
SECTION 2.3. Effective upon the Effective Time, Successor hereby confirms
and agrees to all agency appointments made by Citicorp under or with respect to
the Indenture or the Securities and hereby expressly assumes the due and
punctual performance and observance of all the covenants and conditions to be
performed or observed by Citicorp contained in any agency agreement entered into
by Citicorp under or with respect to the Indenture or the Securities.
ARTICLE THREE
AMENDMENTS
SECTION 3.1. Effective Upon the Effective Time, the reference in the first
paragraph of the Indenture to "Citicorp, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company")"
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.), a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company")", and each other reference therein to Citicorp
shall be amended to read "Citicorp (formerly named Citi Merger Sub Inc.)"
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 by this Fourth
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.1. This Fourth Supplemental Indenture shall become effective
immediately upon its execution and delivery by Citicorp and Successor. Prior to
the Effective Time, Successor may terminate this Fourth Supplemental Indenture
upon
written notice to Citicorp and the Trustee. Successor shall give the Trustee
prompt written notice of the Effective Time.
SECTION 4.2. The Trustee accepts the modification of the Indenture
effected by this Fourth 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 Citicorp
and Successor. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Fourth Supplemental
Indenture or the proper authorization or the due execution hereof by Successor
and Citicorp.
SECTION 4.3. All covenants and agreements in this Fourth Supplemental
Indenture by Citicorp and Successor shall bind its successors and assigns,
whether so expressed or not.
SECTION 4.4. In case any provision of this Fourth Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 4.5. Nothing in this Fourth Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.6. This Fourth Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4.7. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
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.
CITICORP
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Secretary
CITI MERGER SUB INC.
By:______________________________
Name:
Title:
(Corporate Seal)
Attest:
Assistant Secretary
WILMINGTON TRUST COMPANY,
As Trustee
By:______________________________
Name:
(Corporate Seal)
Attest:
Assistant Secretary