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EXHIBIT 4.3.2
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 29, 1999
AMONG
THE ALLSTATE CORPORATION,
AS CO-OBLIGOR,
A.P.L. ACQUISITION CORPORATION
AS SUCCESSOR ISSUER,
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION,
AS ISSUER
AND
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS......................................... 2
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS................................... 2
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.................................... 3
SECTION 2.3. COMMISSION REPORTS.......................................... 3
SECTION 2.4 ACCEPTANCE BY TRUSTEE....................................... 4
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF INDENTURE................................... 4
SECTION 3.2. EFFECTIVENESS............................................... 4
SECTION 3.3. DEBENTURES DEEMED CONFORMED................................. 4
SECTION 3.4. GOVERNING LAW............................................... 5
SECTION 3.5. SEPARABILITY................................................ 5
SECTION 3.6. COUNTERPARTS................................................ 5
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SECOND SUPPLEMENTAL INDENTURE, dated as of October 29, 1999 (the "Second
Supplemental Indenture") among The Allstate Corporation, a corporation duly
organized and existing under the laws of the State of Delaware, having its
principal office at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("Allstate"),
A.P.L. Acquisition Corporation, a wholly-owned subsidiary of Allstate and a
corporation duly organized and existing under the laws of the State of Delaware,
having its principal office at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000
("Merger Sub"), American Heritage Life Investment Corporation, a corporation
duly organized and existing under the laws of the State of Florida, having its
principal office at 1776 American Heritage Life Drive, Jacksonville, Florida
32224 ("AHLIC"), and Bank One Trust Company, National Association (successor in
interest to, The First National Bank of Chicago, a national banking
association), as trustee (the "Trustee").
WHEREAS, AHLIC executed and delivered the indenture dated as of June 23,
1997 (the "Base Indenture") and the first supplemental indenture dated as of
June 23, 1997 (together with the Base Indenture, the "Supplemented Base
Indenture") to the Trustee to provide for the future issuance of the AHLIC's
unsecured debentures, notes or other evidence of indebtedness (the
"Securities"), to be issued from time to time in one or more series;
WHEREAS, pursuant to the Supplemented Base Indenture, AHLIC issued a series
of Securities known as its 6.75% Junior Subordinated Debentures due August 16,
2002 (the "Debentures"), in $106,701,050 aggregate principal amount;
WHEREAS, AHLIC intends to consummate a transaction involving the merger
(the "Merger") of AHLIC with and into Merger Sub, pursuant to the Agreement and
Plan of Merger and Reorganization among Allstate, Merger Sub and AHLIC dated as
of July 8, 1999 (the "Merger Agreement");
WHEREAS, Section 801 of the Supplemented Base Indenture permits AHLIC to
merge with another corporation provided certain terms and conditions are
satisfied;
WHEREAS, Section 901 of the Supplemented Base Indenture authorizes AHLIC
and the Trustee to enter into a supplemental indenture without notice to or the
consent of any Holders, to, among other things, evidence a transaction under
Article 8 of the Indenture as well as to make any change that does not
materially adversely affect the interests of the Holders of Securities of any
series;
WHEREAS, AHLIC has furnished the Trustee with an Officer's Certificate and,
as to legal issues, an Opinion of Counsel, stating that the Merger and this
Second Supplemental Indenture (together with the Supplemented Base Indenture,
the "Indenture") comply with the Supplemented Base Indenture and that all
conditions precedent in the Supplemented Base Indenture provided for relating to
the Merger have been met;
WHEREAS, pursuant to Section 903 of the Supplemented Base Indenture, in
signing this Second Supplemental Indenture the Trustee shall be fully protected
in relying upon an Officer's Certificate and an Opinion of Counsel stating that
this Second Supplemental Indenture is authorized or permitted by the
Supplemented Base Indenture; and
WHEREAS, AHLIC has requested that the Trustee execute and deliver this
Second Supplemental Indenture, and all requirements necessary to make this
Second Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Debentures the valid obligations of Merger Sub and Allstate,
have been performed, and the execution and delivery of this Second Supplemental
Indenture has been duly authorized in all respects.
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NOW THEREFORE, in consideration of the premises Allstate, Merger Sub and
AHLIC covenant and agree with the Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS.
Unless the context otherwise requires:
(a) a term defined in the Supplemented Base Indenture has the same meaning
when used in this Second Supplemental Indenture;
(b) a term defined anywhere in this Second Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the term "Effective Time" shall have the meaning given to it in the
Merger Agreement.
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS.
(a) Merger Sub hereby expressly assumes, from and after the Effective Time,
as fully as if it had been an original party to the Indenture, all the
respective obligations of AHLIC under the Securities (including the Debentures)
and the Indenture, including the obligation to make due and punctual payment of
the principal of, premium, if any, and interest, if any, on all the Securities
of each series according to their tenor, and the due and punctual performance
and observance of all the terms, covenants and conditions of the Indenture to be
performed or observed by the Issuer under the Securities and the Indenture.
(b) From and after the Effective Time, pursuant to Section 803 of the
Indenture, Merger Sub hereby succeeds, is substituted for, and shall possess and
from time to time may exercise each and every right and power of, the "Company"
under the Indenture and the Securities with the same effect as if Merger Sub had
been an original party to the Indenture. As of the Effective Time, AHLIC is
hereby forever released and discharged from all liabilities, covenants or
obligations under the Securities and the Indenture.
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.
The parties hereby agree that, from and after the Effective Time, Allstate
shall hereby become a joint and several co-obligor with Merger Sub (but not as a
successor to AHLIC) with respect to payment obligations under the Indenture and
the Debentures, and Allstate hereby agrees to be jointly and severally liable
with Merger Sub for the due and punctual payment of the principal of, premium,
and other amounts, if any and interest on the Debentures, as fully as if
Allstate had been an original obligor under such Debentures; provided, however,
that Allstate is not assuming, or becoming a co-obligor for, the performance of
any obligation or liability of Merger Sub under the Indenture or the Debentures
other than such payments; provided further, that the obligations of Allstate
under the Indenture and the Debentures shall (i) be subordinate and junior in
right of payment to the prior payment in full of all Senior Indebtedness of
Allstate to the extent and in the manner as set forth in Article 14 of the
Indenture with respect to the Senior Indebtedness of the Company and, for this
purpose, references therein and in the definition of Senior Indebtedness in
Article I to the "Company" shall be deemed to apply to Allstate, and (ii) rank
pari passu in right of payment to all subordinated indebtedness of Allstate.
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SECTION 2.3. COMMISSION REPORTS.
In the event that Merger Sub is not subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, Allstate (i) shall file copies of
all reports and other information and documents which it is required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act with the
Trustee within 30 days after it files them with the Commission, in satisfaction
of the requirements of Section 1007(a) of the Indenture; (ii) shall cause its
annual reports to shareholders and other financial reports furnished by it to
its shareholders generally to be mailed to the Holders in satisfaction of the
requirements of Section 1007(b) of the Indenture; and (iii) shall otherwise
comply with the provisions of Section 314(a) of the Trust Indenture Act as the
Act relates to the Indenture. The parties acknowledge that Merger Sub, in the
event it is not subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, will not be required to file with the Trustee or mail to the
Holders separate financial statements, auditor's reports, or Management's
Discussion pursuant to Section 1007 of the Indenture so long as Allstate
complies with this Section 2.3.
SECTION 2.4 ACCEPTANCE BY TRUSTEE.
The Trustee accepts this Second Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby supplemented upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby supplemented; and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by Allstate, Merger Sub and AHLIC, or for or with
respect to the validity or sufficiency of this Second Supplemental Indenture or
any of the terms or provisions hereof.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF INDENTURE.
The Supplemented Base Indenture as supplemented by this Second Supplemental
Indenture, is in all respects ratified and confirmed, and this Second
Supplemental Indenture shall be deemed part of the Supplemented Base Indenture
in the manner and to the extent herein and therein provided.
SECTION 3.2. EFFECTIVENESS.
This Second Supplemental Indenture shall become a legally effective and
binding instrument upon the later of (i) execution and delivery hereof by all
parties hereto and (ii) the Effective Time.
SECTION 3.3. DEBENTURES DEEMED CONFORMED.
As of the Effective Time, the provisions of each Debenture then outstanding
shall be deemed to be conformed, without the necessity for any reissuance or
exchange of such Debenture or any other action on the part of the Holders,
Allstate, Merger Sub, AHLIC or the Trustee, so as to reflect this Second
Supplemental Indenture.
SECTION 3.4. GOVERNING LAW.
This Second Supplemental Indenture shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of New York.
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SECTION 3.5. SEPARABILITY.
In case any one or more of the provisions contained in this Second
Supplemental Indenture or in the Debentures 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 or of the Debentures, but this Second Supplemental
Indenture and the Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
SECTION 3.6. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be
affixed and attested on the date or dates indicated in the acknowledgments and
as of the day and year first above written.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
as Issuer
By: /s/ T. O'XXXX XXXXXXX
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Name: T. O'Xxxx Xxxxxxx
Title: Chairman and CEO
THE ALLSTATE CORPORATION
as Co-Obligor
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Treasurer
A.P.L. ACQUISITION CORPORATION
as Successor Issuer
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Treasurer
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
as Trustee
By: /s/ XXXXXX XXX XXXXXXX
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Name: Xxxxxx Xxx Xxxxxxx
Title: Vice President
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