First Indenture Supplement dated as of October 30, 2000



 Exhibit 10.9 

 
  

AETNA SERVICES, INC., Issuer 
 AETNA INC., Guarantor 
 AND 

STATE STREET BANK AND TRUST COMPANY 
 OF CONNECTICUT, NATIONAL ASSOCIATION, Trustee 
  

 
 FIRST INDENTURE
SUPPLEMENT 
 Dated as of October 30, 2000 
 to 
 INDENTURE 

Dated as of July 1, 1996 
 Among 
 Aetna Services, Inc., Issuer 

(formerly Aetna Life and Casualty Company) 
 Aetna Inc., Guarantor 
 and 

State Street Bank and Trust Company 
 of Connecticut, National Association, Trustee 







 FIRST INDENTURE SUPPLEMENT 

FIRST INDENTURE SUPPLEMENT, dated as of October 30, 2000 (the “First Supplemental Indenture”), among Aetna
Services, Inc., (formerly Aetna Life and Casualty Company) a corporation duly organized and validly existing under the laws of the State of Connecticut (the “Company”), Aetna Inc., a corporation duly organized and validly existing
under the laws of the State of Connecticut (the “Guarantor”), and State Street Bank and Trust Company of Connecticut, National Association, a national association duly organized and existing under the laws of the United States of
America, as trustee (the “Trustee”). 
 RECITALS 

WHEREAS, the Company. the Guarantor and the Trustee have heretofore executed and delivered an Indenture dated as of July 1,
1996 (the “Indenture”), which provides for the issuance from time to time by the Company of its debentures, notes or other evidences of indebtedness to be issued in one or more series as provided in the Indenture (the
“Securities”); 
 WHEREAS, the Company and the Guarantor have entered into a Plan of Merger dated as of
October 30, 2000, (the “Merger Agreement”) whereby the Company will merge into the Guarantor with the Guarantor surviving the merger (the “Merger”); 

WHEREAS, Section 801 of the Indenture prohibits the consummation of the Merger unless the requirements, restrictions and
conditions set forth in Article 8 of the Indenture are satisfied, including without limitation the requirement that the Guarantor deliver to the Trustee this First Supplemental Indenture; 

WHEREAS, in order to satisfy the aforementioned requirements, the Company, the Guarantor and the Trustee have determined to enter
into and execute this First Supplemental Indenture; and 
 WHEREAS, all acts and proceedings required by law, by the
Indenture and by the certificates of incorporation and bylaws of the Company and the Guarantor necessary to constitute this First Supplemental Indenture 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 First Supplemental Indenture 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 1.01. Terms Defined in Indenture. All terms used herein and not otherwise defined herein shall have the meanings given to
such terms in the Indenture. 







 ARTICLE 2 
 ASSUMPTION OF OBLIGATIONS 
 SECTION 2.01. Assumption by the Guarantor Pursuant
to Section 801 of the Indenture. The Guarantor hereby assumes, pursuant to Section 801 of the Indenture, 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, to the same extent that the Company is bound and liable. 
 SECTION 2.02. Assumption Conditioned Upon Effectiveness of the Merger. The assumption by the Guarantor of the Company’s obligations and liabilities under the Indenture, as provided for in this
First Supplemental Indenture, is conditioned upon and shall not be effective until the Effective Time of the Merger, as defined in, pursuant to and upon the terms of the Merger Agreement. 

ARTICLE 3 

MISCELLANEOUS 

SECTION 3.01. Effectiveness. This First Supplemental Indenture shall take effect as of the date hereof. 

SECTION 3.02. Indenture Ratified. Except as herein expressly provided, the Indenture is in all respects ratified and confirmed by
the Company, the Guarantor and the Trustee and all the terms, provisions and conditions thereof are and will remain in full force and effect. 
 SECTION 3.03. Execution by the Trustee. The Trustee has executed this First Supplemental Indenture 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 Guarantor, and the Trustee makes no representation and shall have no
responsibility for, and in respect of, the validity or sufficiency of this First Supplemental Indenture or the execution thereof by the Company or the Guarantor. 
 SECTION 3.04. Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, but without regard to principles of conflict
of laws. 
 SECTION 3.05. Execution in Counterparts. This First 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 instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture 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 SERVICES, INC.
				
	[Seal]	 		 	By	 	 /s/ Alfred P. Quirk, Jr.

		 		 		 	Alfred P. Quirk, Jr.
		 		 		 	Vice President, Finance and Treasurer
				
	Attest:	 		 		 	
				
	 /s/ Paige L. Falasco
	 		 		 	
			
		 		 	AETNA INC.
				
	[Seal]	 		 	By	 	 /s/ Alfred P. Quirk, Jr.

		 		 		 	Alfred P. Quirk, Jr.
		 		 		 	Vice President, Finance and Treasurer
				
	Attest:	 		 		 	
				
	 /s/ Paige L. Falasco
	 		 		 	
			
		 		 	 STATE STREET BANK AND TRUST

COMPANY OF CONNECTICUT,

NATIONAL ASSOCIATION, AS TRUSTEE

				
	[Seal]	 		 	By	 	 /s/ Earl W. Dennison, Jr.

		 		 		 	Earl W. Dennison, Jr.
		 		 		 	Vice President
				
	Attest:	 		 		 	
				
	 /s/ [illegible signature]
	 		 		 	


  
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 State of Connecticut 
 County of Hartford        ss: Hartford 

On the 30th day of October, 2000, before me personally came Alfred P. Quirk, Jr., to me known, who, being by me duly sworn, did depose
and say that he is the Vice President, Finance and Treasurer of Aetna Services, Inc., 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/    William C. Baskin
III        

	William C. Baskin III
	Notary Public
	My commission expires 7/31/2003


 State of Connecticut 
 County of Hartford        ss: Hartford 

On the 30th day of October, 2000, before me personally came Alfred P. Quirk, Jr., to me known, who, being by me duly sworn, did depose
and say that he is the Vice President, Finance and Treasurer of Aetna Inc., 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/    William C. Baskin
III        

	William C. Baskin III
	Notary Public
	My commission expires 7/31/2003










			
	)	 	
	)	 	ss.:
	)	 	

 On the 31st day of October, 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 foregoing instrument; that 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 he signed his name thereto by like authority.

  

	
	 /s/    Dorothy M.
Clark        

	Dorothy M. Clark
	Notary Public
	My commission expires 10/27/2006