Exhibit (c)(3)
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of January 1, 1999 (this "Second
Supplemental Indenture"), among St. ▇▇▇▇ Fire and Marine Insurance Company
("F&M"), a Minnesota corporation and a wholly owned subsidiary of The St. ▇▇▇▇
Companies, Inc. ("St. ▇▇▇▇"), USF&G Corporation, a Maryland corporation (the
"Company") and The Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has issued Zero Coupon Convertible Subordinated Notes
due 2009 (the "Securities") under and pursuant to an Indenture, dated as of
January 28, 1994, as amended and supplemented by the First Supplemental
Indenture (the "First Supplemental Indenture"), dated as of April 24, 1998 (as
so supplemented and amended, the "Indenture");
WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger,
dated as of January 1, 1999, between the Company and F&M, the Company is being
merged with and into F&M, with F&M continuing as the surviving corporation (the
"Merger");
WHEREAS, pursuant to the First Supplemental Indenture, St. ▇▇▇▇ jointly and
severally assumed with the Company the due and punctual payment of the principal
of, and premium, if any, and interest on the Securities when due, as more fully
set forth therein;
WHEREAS, the Company has delivered to the Trustee, pursuant to Section
801(3) of the Indenture, an Officers' Certificate and an Opinion of Counsel,
each stating that the Merger and this Second Supplemental Indenture comply with
Section 801 of the Indenture and that all conditions precedent in the Indenture
relating to the Merger have been complied with;
WHEREAS, Section 901(1) of the Indenture permits the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, without the consent of any Holders of the Securities, to enter into one or
more supplemental indentures for the purpose of evidencing succession of another
Person to the Company and the assumption by such successor of the covenants of
the Company in the Indenture and in the Securities; and
WHEREAS, F&M and the Company have requested that the Trustee execute and
deliver this Second Supplemental Indenture pursuant to Section 901 of the
Indenture, and all requirements necessary to make this Second Supplemental
Indenture a valid
instrument in accordance with its terms have been performed and the execution
and delivery of this Second Supplemental Indenture have been duly authorized in
all respects by each of F&M and the Company.
NOW, THEREFORE, the Company, F&M, and the Trustee covenant and agree as
follows:
ARTICLE I
AUTHORIZATION; DEFINITIONS
Section 101. SECOND SUPPLEMENTAL INDENTURE. This Second Supplemental
Indenture is supplemental to, and is entered into in accordance with Sections
801 and 901 of, the Indenture, and except as modified, amended and supplemented
by this Second Supplemental Indenture, the provisions of the Indenture,
including the First Supplemental Indenture, are in all respects ratified and
confirmed and shall remain in full force and effect.
Section 102. DEFINITIONS. Except as expressly provided in Section 201 of
this Second Supplemental Indenture below and unless the context shall otherwise
require, all terms which are defined in Section 101 of the Indenture shall have
the same meanings, respectively, in this Second Supplemental Indenture as such
terms are given in said Section 101 of the Indenture.
ARTICLE II
AMENDMENTS TO THE INDENTURE
Section 201. AMENDMENTS TO SECTION 101 OF THE INDENTURE. (a) Section 101
of the Indenture is hereby amended by inserting the following definitions:
"F&M" means St. ▇▇▇▇ Fire and Marine Insurance Company, a wholly owned
subsidiary of St. ▇▇▇▇.
"Second Supplemental Indenture" means the Second Supplemental
Indenture to the Indenture, dated as of January 1, 1999, among the Company,
F&M, and the Trustee.
ARTICLE III
ASSUMPTION AND SUBORDINATION
Section 301. ASSUMPTION. F&M hereby irrevocably and unconditionally
assumes, pursuant to Section 801 of the Indenture, all of the obligations and
covenants of the Company under the Securities, including without limitation the
due and punctual payment of the principal of (and premium, if any), and interest
(including any Additional Interest) on all the Securities when due, and the
performance or observance of every covenant of the Indenture on the part of the
Company to be performed or observed. It is understood and agreed that F&M shall
be fully liable for all obligations under the terms of the Securities and the
Indenture, and no rights of the Trustee or any Holder of the Securities existing
under the Securities or Indenture prior to the execution of this Second
Supplemental Indenture shall be deemed to be amended, abridged, reduced or
otherwise affected by the Second Supplemental Indenture. The conversion rights
set forth in the Indenture shall continue to be governed as set forth in such
Article Twelve of the Indenture and the First Supplemental Indenture.
Section 302. SUBORDINATION. The obligations of F&M under Section 301 of
this Second Supplemental Indenture shall be subordinate and junior in right of
payment to the Senior Debt of F&M to the same extent and in the same manner that
the Securities are subordinate and junior in right of payment to the Senior Debt
of the Company pursuant to Article Fifteen of the Indenture.
ARTICLE IV
MISCELLANEOUS
Section 401. CONFIRMATION OF INDENTURE. The Indenture, as supplemented
and amended by this Second Supplemental Indenture, is in all respects ratified
and confirmed, and the Indenture, this Second Supplemental Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.
Section 402. CONCERNING THE TRUSTEE. The Trustee accepts the Indenture,
as supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Second Supplemental Indenture or the due
execution hereof by the Company or F&M or for or in respect of the recitals
contained herein, all of which are made by the Company and F&M solely.
Section 403. GOVERNING LAW. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of laws.
Section 404. SEPARABILITY. In case any one or more of the provisions
contained in this Second Supplemental Indenture shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Second
Supplemental Indenture, but this Second Supplemental Indenture shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
Section 405. 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 and the same instrument.
Section 406. EFFECTIVENESS. This Second Supplemental Indenture shall
become effective upon the effectiveness of the Merger.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the day and year first above written.
ST. ▇▇▇▇ FIRE AND MARINE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
USF&G CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
THE CHASE MANHATTAN BANK, AS TRUSTEE
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
