Third Indenture Supplement



 Exhibit 10.7 

 
  

AETNA INC. 
 (to
be renamed Lion Connecticut Holdings Inc.) 
 ING GROEP N.V. 

AND 
 STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, 
 NATIONAL ASSOCIATION, AS TRUSTEE 

 
  

THIRD INDENTURE SUPPLEMENT 
 Dated as of December 13, 2000 
 to 

INDENTURE 
 Dated
as of August 1, 1993 
 As previously supplemented on 

August 1, 1996, and 
 October 30, 2000 
 Between 

Aetna Inc. 
 (to
be renamed Lion Connecticut Holdings Inc.) 
 (in its own right and as successor 

by merger to Aetna Services, Inc.) 
 and 
 State Street Bank and Trust Company of Connecticut, 

National Association, as Trustee 







 THIRD INDENTURE SUPPLEMENT 

THIRD INDENTURE SUPPLEMENT, dated as of December 13, 2000 (the “Third Indenture Supplement”) among AETNA INC. (in
its own right and as successor by merger to Aetna Services, Inc.), a corporation duly organized and validly existing under the laws of the State of Connecticut (which shall be renamed Lion Connecticut Holdings Inc. following the Merger, as defined
below) (the “Company”), ING GROEP N.V., a corporation duly organized and validly existing under the laws of the Netherlands (the “New Guarantor”), and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, as trustee (the “Trustee”). 
 RECITALS OF THE COMPANY AND THE NEW GUARANTOR 

WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture dated as of August 1, 1993 (as heretofore
amended or supplemented, the “Indenture”), the First Indenture Supplement dated as of August 1, 1996 (the “First Indenture Supplement”) and the Second Indenture Supplement dated as of October 30, 2000 (the
“Second Indenture Supplement”), which provide for the issuance from time to time by the Company of its unsecured debentures, notes or other evidences of indebtedness in one or more series (the “Securities”, as more
fully defined in the Indenture); 
 WHEREAS, pursuant to a Plan of Merger dated as of October 30, 2000, between the Company
and Aetna Services, Inc. (formerly Aetna Life and Casualty Company) (“Aetna Services”), Aetna Services, the prior Issuer of the Securities, was merged with and into the Company (the “Aetna Services Merger”) with the
Company surviving the Aetna Services Merger; 
 WHEREAS, in connection with the consummation of the Aetna Services Merger, Aetna
Services, the Company and the Trustee executed the Second Indenture Supplement whereby the obligations of Aetna Services under the Indenture were assumed by the Company; 
 WHEREAS, pursuant to an Agreement and Plan of Restructuring and Merger (the “Merger Agreement”) dated as of July 19, 2000, among ING America Insurance Holdings, Inc. (“ING
America”), ANB Acquisition Corp., a wholly owned subsidiary of ING America (“Merger Sub”), the Company and, for limited purposes only, the New Guarantor, Merger Sub will merge with and into the Company (the
“Merger”) with the result that the Company will be a wholly-owned indirect subsidiary a£ the New Guarantor; 
 WHEREAS, pursuant to the Merger Agreement, the New Guarantor has agreed to guarantee the performance of obligations of the Company under the Indenture, such guarantee to take substantially the same form
as the Company’s current guarantee of such obligations; 
 WHEREAS, this Third Indenture Supplement amends the Indenture,
pursuant to Section 901 thereof, to provide for the full and unconditional guarantee by the New Guarantor of the due and punctual payment of the principal of, premium, if any, and interest on the Securities; 

WHEREAS, all acts and proceedings required by law, by the Indenture and by the certificates of incorporation and bylaws of the Company
and the New Guarantor necessary to 







 
constitute this Third Indenture Supplement a valid and binding agreement for the uses and purpose herein set forth in accordance with its terms have been done and performed, and the execution and
delivery of this Third Indenture Supplement have in all respects been duly authorized. 
 NOW, THEREFORE, in consideration of
the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Securities.

 Article 1 
 DEFINITIONS 
 Section 101. All terms used herein and not otherwise defined
herein shall have the meanings given such terms in the Indenture. 
 Article 2 

AMENDMENTS 

Section 201. The New Guarantor is hereby made a party to the Indenture. 

Section 202. The definition of “Guarantor” in SECTION 101 of the Indenture is hereby amended by replacing the words
“AETNA INC., a Connecticut corporation” with the words “ING GROEP N.V., a corporation organized under the laws of the Netherlands”. 
 Section 203. Paragraph (2) of SECTION 105 of the Indenture is hereby amended by (a) deleting the words “or the Guarantor” after the words (i) “to the Company” and
(ii) “by the Company”) and (b) adding the words “and to the Guarantor addressed to it at Strawinskylaan 2631, 1077 ZZ Amsterdam, P.O. Box 810, 1000 Av. Amsterdam, the Netherlands, and marked for the attention of Diederik van
Wassenaer, General Counsel, or at any other address previously furnished in writing to the Trustee by the Guarantor” after the words “by the Company”. 
 Section 204. (a) The first sentence of the last paragraph of SECTION 1502 of the Indenture is hereby amended by replacing the words “First Indenture Supplement” with the words “Third
Indenture Supplement”. 
 (b) The second sentence of the last paragraph of SECTION 1502 of the Indenture is hereby amended
by adding the following after the last word of that paragraph and before the period: 
 “, it being understood that, with
respect to any Guaranteed Security outstanding as of the effectiveness of the Third Indenture Supplement, nothing contained herein shall be construed to require that a new Certificate of Authentication be signed by the Trustee with respect to a
specific Guaranteed Security if a Certificate of 

  
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Authentication provided for in Section 205 of this Indenture on such Guaranteed Security has been signed by the Trustee prior to the effectiveness of the Third Indenture Supplement”.

 Section 205. (a) SECTION 1503 of the Indenture is hereby amended by replacing the words “Aetna Inc.” wherever
they appear in SECTION 1503 with the words “ING Groep N.V.”. 
 (b) The first sentence of the first paragraph of
SECTION 1503 of the Indenture is hereby amended by replacing (i) the words “Connecticut corporation” with the words “corporation organized under the laws of the Netherlands” and (ii) the words “First Indenture
Supplement dated as of August 1, 1996” with the words “Third Indenture Supplement dated as of December 13, 2000”. 
 Article 3 
 MISCELLANEOUS 

Section 301. Effectiveness. This Third Indenture Supplement shall take effect as of the Effective Time (as such term is defined in
the Merger Agreement) of the Merger, which is 5:01 p.m., New York City time, on the date hereof. 
 Section 302. Company
Acknowledgment. The Company hereby acknowledges that it continues to be liable and bound for the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of
the Indenture on the part of the Company to be performed or observed. 
 Section 303. Indenture Ratified. Except as herein
expressly provided, the Indenture is in all respects ratified and confirmed by the Company and the Trustee and all the terms, provisions and conditions thereof are and will remain in full force and effect. 

Section 304. Execution by the Trustee. The Trustee has executed this Third Indenture Supplement only upon the terms and conditions
set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee shall not be responsible for the correctness of the recitals herein contained, which shall be taken as the statements of the Company and the New Guarantor, and
the Trustee makes no representation and shall have no responsibility for, and in respect of, the validity or sufficiency of this Third Indenture Supplement or the execution thereof by the Company or the New Guarantor. 

Section 305. Governing Law. This Third Indenture Supplement shall be governed by and construed in accordance with the laws of the
State of New York, but without regard to principles of conflicts of laws. 
 Section 306. Submission to Jurisdiction. The
New Guarantor hereby irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York or any other New York State court sitting in New York City, Borough of Manhattan, solely in respect of any suit or
proceeding arising out of or based on the Indenture, and hereby waives, and agrees not to assert, as a defense in any suit or proceeding arising out of 

  
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or based on the Indenture, that it is not subject thereto or that such suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate
or that the Indenture may not be enforced in or by such courts, and the New Guarantor irrevocably agrees that all claims with respect to such suit or proceeding shall be heard and determined in such court. The New Guarantor hereby consents to and
grants any such court jurisdiction over the person of the New Guarantor and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such suit or proceeding to the New Guarantor in the manner
provided in the Indenture, with a copy to ING America Insurance Holdings, Inc., 5780 Powers Ferry Road, NW, Atlanta, Georgia 30327-4390, Attention: General Counsel, or in such other manner as may be permitted by law shall be valid and sufficient
service thereof. 
 Section 307. Execution in Counterparts. This Third Indenture Supplement may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Indenture Supplement to be
duly executed, and their respective corporate seals to be hereunto duly affixed and attested, all as of the day and year first above written. 
  

							
		 		 	AETNA INC.
	[Seal]	 		 	
		 		 	By	 	
		 		 	  

		 		 	Name:
		 		 	Title:
				
	Attest:	 		 		 	
				
	  
	 		 		 	
			
		 		 	ING GROEP N.V.
	[Seal]	 		 		 	
		 		 	By	 	
		 		 	  

		 		 	Name:
		 		 	Title:
				
	Attest:	 		 		 	
				
	  
	 		 		 	
			
	[Seal]	 		 	 STATE STREET BANK AND TRUST
 COMPANY OF CONNECTICUT,
 NATIONAL ASSOCIATION, as Trustee

				
		 		 	By	 	 /s/ Earl W. Dennison Jr.

		 		 		 	Name:    Earl W. Dennison Jr.
		 		 		 	Title:      Vice President
				
	Attest:	 		 		 	
				
	 /s/ Donald E. Smith
	 		 		 	
	 Donald E. Smith
 Vice President
	 		 		 	








 IN WITNESS WHEREOF, the parties hereto have caused this Third Indenture Supplement to be
duly executed, and their respective corporate seals to be hereunto duly affixed and attested, all as of the day and year first above written. 
  

							
		 		 	AETNA INC.
	[Seal]	 		 	
		 		 	By	 	 /s/ Alfred P. Quirk Jr.

		 		 	Name: Alfred P. Quirk Jr.
		 		 	Title: Vice President, Finance and Treasurer
				
	Attest:	 		 		 	
				
	 /s/ Robert M. Donahoe
	 		 		 	
	Robert M. Donahoe	 		 		 	
			
		 		 	ING GROEP N.V.
	[Seal]	 		 	
		 		 	By	 	 /s/ B. Scott Burton

		 		 	Name:
		 		 	Title:
				
	Attest:	 		 		 	
				
	 /s/ William D. Torchiana
	 		 		 	
	William D. Torchiana	 		 		 	
			
	[Seal]	 		 	 STATE STREET BANK AND TRUST
 COMPANY OF CONNECTICUT,
 NATIONAL ASSOCIATION, as Trustee

				
		 		 	By	 	  

		 		 		 	Name:
		 		 		 	Title:
				
	Attest:	 		 		 	
				
	  
	 		 		 	









					
	State of Connecticut	 	)	  	
	County of Hartford	 	)	  	ss:

 On the 7th day of December, 2000, before me personally came Alfred P. Quirk, Jr., to me known, who, being by me duly sworn, did
depose and say that [he] [she] resides at 29 Pembroke, Farmington, CT, that [he] [she] is the Vice President, Finance and Treasurer of Aetna Inc., one of the corporations described in and which executed the above instrument; that [he] [she] knows
the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that [he] [she] signed [his] [her] name thereto by
like authority. 
  

	
	 /s/ William C. Baskin III

	Notary Public
	 William C. Baskin III
 Commission Expires 7/31/2003



  

					
	State of New York	 	)	  	
	County of New York	 	)	  	ss:

 On the 13th day of December, 2000, before me personally came B. Scott Burton, to me known, who, being by me duly sworn, did depose
and say that [he] [she] resides at Atlanta, Georgia, that [he] [she] is the authorized signatory of ING Groep N.V., one of the corporations described in and which executed the above instrument; that [he] [she] knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that [he] [she] signed [his] [her] name thereto by like authority. 

 

	
	 /s/ David E. Schoen

	Notary Public


  

					
	Commonwealth of Massachusetts	 	)	  	
	County of Suffolk	 	)	  	ss:

 On the 11th day of December, 2000, before me personally came Earl W. Dennison Jr., to me known, who, being by me duly sworn, did
depose and say that he is a Vice President of State Street Bank and Trust Company of Connecticut, National Association, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the 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. 

 

	
	 /s/ Sandra M. Black

	 Notary Public
 Sandra M. Black
 My Commission Expires November 10, 2008