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EXHIBIT 4.3
COMMERCIAL CREDIT COMPANY,
CITICORP,
AS GUARANTOR
AND
THE FIRST NATIONAL BANK OF CHICAGO,
AS SUCCESSOR TRUSTEE
Second Supplemental Indenture
Dated as of _______, 1999
to Indenture
Dated as of December 1, 1986
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THIS SECOND SUPPLEMENTAL INDENTURE dated as of ________, 1999 (the
"Second Supplemental Indenture"), by and among Commercial Credit Company, a
corporation organized and existing under the laws of the State of Delaware
("CCC"), Citicorp, a corporation organized and existing under the laws of the
State of Delaware, as guarantor, and The First National Bank of Chicago, a
national banking association, having its principal office in _____________, as
successor trustee (the "Trustee");
WHEREAS, CCC has heretofore executed and delivered to the Trustee (i)
an indenture dated as of December 1, 1986 (the "Original Indenture"), providing
for the issuance by CCC from time to time of its senior debt securities and (ii)
a first supplemental indenture to the Original Indenture dated as of June 13,
1990 (the "First Supplemental Indenture," and the Original Indenture, as
supplemented by the First Supplemental Indenture, the "Indenture");
WHEREAS, on the date hereof, CCC will become an indirect wholly owned
subsidiary of Citicorp;
WHEREAS, CCC currently has issued and outstanding $6.05 billion of debt
securities (the "Notes") under the Indenture; and
WHEREAS, as long as CCC remains an indirect wholly owned subsidiary of
Citicorp and the Notes remain outstanding, Citicorp desires to fully and
unconditionally guarantee the payment obligations of CCC with respect to the
Notes;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: That in
order to effectuate the guarantee described in the preceding paragraph, Citicorp
agrees with the Trustee, for the equal and proportionate benefit of the
respective Holders from time to time of the Notes (the "Holders"), as follows:
ARTICLE ONE
Guarantee
Citicorp does hereby fully and unconditionally guarantee (the
"Guarantee") to the Holders the due and punctual payment of the principal of and
interest on all the Notes, according to their tenor, and the performance of
every covenant of the Indenture on the part of CCC to be performed or observed
(the "Obligations") in accordance with the provisions of the Indenture, as
supplemented, as provided below:
(a) Notice of acceptance of the Guarantee and of default of
performance by CCC is expressly waived, and payment under the
Guarantee shall be subject to no condition other than the
giving of a written request for payment in accordance with the
provisions of the Indenture, stating the fact of default of
performance, mailed to Citicorp at the following address:
Citicorp, Office of Corporate Finance, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, Vice President.
(b) The obligations of Citicorp under the Guarantee shall in no
way be impaired by: (1) any extension, amendment, modification
or renewal of the Obligations; (2) any waiver of any event of
default, extension of time or failure to enforce any of the
Obligations; or (3) any extension, moratorium or other relief
granted to CCC pursuant to any applicable law or statute.
(c) The Guarantee shall be irrevocably valid until, and no claim
may be asserted under the Guarantee after, the earliest to
occur of: (1) the fifth business day following the maturity
date of all the Notes, either upon their respective stated
maturities, redemption or otherwise; (2) the date on which CCC
ceases to be a wholly owned subsidiary of Citicorp, as set
forth in an Officer's Certificate of Citicorp delivered to the
Trustee; and (3) the date on which Citicorp
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ceases to be a reporting company under the Securities Exchange
Act of 1934, as amended, as set forth in an Officer's
Certificate of Citicorp delivered to the Trustee.
(d) Citicorp shall be obligated to make payment under the
Guarantee only by payment to the Trustee, for the benefit of
the Holders, at the same address as CCC is obligated to make
payment, provided that such address must be in the United
States.
(e) Citicorp shall have no obligation to make payment or take
action under the Guarantee during any period when payment by
CCC, in accordance with the provisions of the Indenture, would
constitute a violation of any applicable laws (other than
bankruptcy, liquidation, reorganization or similar laws
affecting the enforcement of the rights of creditors
generally).
(f) For purposes of delivering any reports required by the
Indenture concerning the obligor on the Notes, so long as the
Guarantee is in effect, such reports shall pertain to
Citicorp.
(g) Citicorp may assign its obligations under the Guarantee to any
of its affiliates, upon providing written notice of such
assignment to the Trustee, whereupon such assignee shall be
substituted in lieu of Citicorp with respect to the
performance of the Obligations theretofore to be performed by
Citicorp as described in this Article One.
ARTICLE TWO
Miscellaneous Provisions
SECTION 2.1 Execution as Supplemental Indenture. This Second
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Indenture and, as provided in the Original Indenture, this
Second Supplemental Indenture forms a part thereof. Except as herein expressly
otherwise defined, the use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Original
Indenture. Except as expressly amended hereby, the Indenture shall continue in
full force and effect in accordance with the provisions thereof and the
Indenture is in all respects hereby ratified and confirmed.
SECTION 2.2 Responsibility for Recitals, etc. The recitals herein and
in the Notes (except in the Trustee's certificate of authentication) shall be
taken as the statements of CCC, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representations as to the validity
or sufficiency of this Second Supplemental Indenture or of the Notes. The
Trustee makes no undertakings or representations in respect of, and shall not be
responsible in any manner whatsoever for and in respect of, the validity or
sufficiency of this Second Supplemental Indenture or the proper authorization or
the due execution hereof by CCC or for or in respect of the recitals and
statements contained herein, all of which recitals and statements are made
solely by CCC.
SECTION 2.3 Provisions Binding on CCC's Successors. All of the
covenants, stipulations, premises and agreements made in this Second
Supplemental Indenture by CCC and Citicorp shall bind their respective
successors and assigns whether so expressed or not.
SECTION 2.4 New York Contract. This Second Supplemental Indenture shall
be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the laws of said State.
SECTION 2.5 Execution and Counterparts. This Second Supplemental
Indenture may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same 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 affixed and attested, all as of the day and year first above
written.
COMMERCIAL CREDIT COMPANY
By:________________________
Name:
Title:
ATTEST:
By:_______________________________
Name:
Title:
CITICORP, as Guarantor
By:________________________
Name:
Title:
ATTEST:
By:_______________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO, as
Successor Trustee
By:________________________
Name:
Title:
ATTEST:
By:_______________________________
Name:
Title:
▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF New York )
On this ____ day of _______, 1999 before me personally came _________,
to me personally known, who, being by me duly sworn, did depose and say that
[s]he resides in ____________________, that [s]he is a[n] _____________________
of Commercial Credit Company, one of the corporations described in and which
executed the above instrument, that [s]he knows the corporate seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by authority of the Board of Directors of said
corporation, and that [s]he signed his/her name thereto by like authority.
[NOTARIAL SEAL]
_________________________________
Notary Public
STATE OF New York )
) ss.:
COUNTY OF New York )
On this ____ day of _______, 1999 before me personally came _________,
to me personally known, who, being by me duly sworn, did depose and say that
[s]he resides in ____________________, that [s]he is a[n] _____________________
of Citicorp, one of the corporations described in and which executed the above
instrument, that [s]he knows the corporate seal of said corporation, that the
seal affixed to said instrument is such corporate seal, that it was so affixed
by authority of the Board of Directors of said corporation, and that [s]he
signed his/her name thereto by like authority.
[NOTARIAL SEAL]
_________________________________
Notary Public
STATE OF New York )
) ss.:
COUNTY OF New York )
On this ____ day of _______, 1999 before me personally came _________,
to me personally known, who, being by me duly sworn, did depose and say that
[s]he resides in ____________________, that [s]he is a[n] _____________________
of The First National Bank of Chicago, one of the corporations described in and
which executed the above instrument, that [s]he knows the corporate seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by authority of the Board of Directors of said
corporation, and that [s]he signed his/her name thereto by like authority.
[NOTARIAL SEAL]
_________________________________
Notary Public