Exhibit 4.21
SECOND SUPPLEMENTAL INDENTURE, dated as of October 2, 1998, between BANK ONE
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware ("ONE"), having its principal offices at Xxx Xxxxx Xxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, and THE CHASE MANHATTAN BANK, a banking
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "Trustee").
WHEREAS, First Chicago NBD Corporation ("FCNBD") has heretofore executed
and delivered to the Trustee an Indenture, dated as of January 1, 1997 (the
"Original Indenture"), as supplemented by a First Supplemental Indenture, dated
as of January 31, 1997 (the "First Supplemental Indenture") (as so supplemented,
the Original Indenture is referred to herein as the "Indenture"), providing for
the issuance from time to time of unsecured debt securities (herein and therein
called the "Securities"); and
WHEREAS, effective as of October 2, 1998, FCNBD merged with and into ONE;
and
WHEREAS, Section 10.01 of the Indenture provides for the execution of an
indenture supplemental to the Indenture, in form satisfactory to the Trustee, to
evidence the succession of any successor corporation to FCNBD under the
Indenture and the assumption of such successor corporation of the covenants of
FCNBD in the Indenture and in the Securities pursuant to such Indenture; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of ONE as the successor corporation to FCNBD, under the
Indenture, in accordance with its terms, have been done.
NOW, THEREFORE, ONE and the Trustee hereby agree as follows:
1. From and after the date of this Second Supplemental Indenture, ONE
shall for all purposes be deemed to be the "Company", as such term is defined in
the Indenture and the
Securities, and, as such, ONE hereby expressly assumes, from and after the date
of this Second Supplemental Indenture, the due and punctual payment of the
principal of, premium, if any, and interest (including all additional amounts,
if any, payable pursuant to Section 5.04 of the Indenture) on all of the
Securities and the performance of every covenant of the Indenture, as
supplemented by this Second Supplemental Indenture, on the part of the Company
to be performed or observed.
2. All provisions of this Second Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
3. The Trustee accepts the trusts created by the Indenture, as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture, and agrees to perform the same upon the terms and conditions in the
Indenture, as supplemented by the First Supplemental Indenture and this Second
Supplemental Indenture.
4. The recitals contained in this Second Supplemental Indenture shall be
taken as statements of ONE, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Second Supplemental Indenture.
5. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.
6. This Second Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
7. 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.
IN WITNESS WHEREOF, the parties hereto have caused the Second
Supplemental Indenture to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the date first above written.
ATTEST: BANK ONE CORPORATION
____________________________ By:_____________________________
Title: Assistant Secretary Title: Chief Financial Officer
[Corporate Seal]
ATTEST: THE CHASE MANHATTAN BANK,
as Trustee,
___________________________ By:___________________________
Title:_____________________ Title:________________________
[Corporate Seal]
STATE OF ILLINOIS )
) ss:
COUNTY OF XXXX )
On the 2nd day of October, 1998, before me personally came Xxxxxx X.
Xxxxxxx, to me known, who, being duly sworn, did depose and say that he is the
Chief Financial Officer of BANK ONE CORPORATION one of the corporations
described in and which executed the foregoing instrument; that he knows the 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 he signed his name thereto by like authority.
__________________________
Notary Public
My Commission Expires: ______________________________
STATE OF )
) ss:
COUNTY OF )
On the ______ day of _______________________ before me personally came
____________________________, to me known, who, being duly sworn, did depose and
say that he is a ___________________________________ _______________________ of
The Chase Manhattan Bank, one of the corporations described in and which
executed the foregoing instrument; that he knows the 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 he
signed his name thereto by like authority.
____________________________
Notary Public
My Commission Expires: ___________________________
