Satisfaction and Discharge of Indenture Agreement between JPMorgan Chase Bank and NL Industries, Inc.

Contract Categories: Business Finance › Indenture Agreements
Summary

This agreement, dated June 28, 2002, is between JPMorgan Chase Bank, as Trustee, and NL Industries, Inc. It confirms that all debts and obligations under a 1993 Indenture have been fully paid by NL Industries, Inc. As a result, the Trustee cancels and discharges the Indenture, releases all related liens, and transfers any pledged property back to NL Industries, Inc. The agreement also directs the cancellation of related financing statements in New York, New Jersey, and Texas, officially ending the Trustee’s security interest in the company’s assets.

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EX-4.12 12 ex4-12.txt SATISFACTION AND DISCHARGE OF INDENTURE Exhibit 4.12 JPMORGAN CHASE BANK (A New York Banking Corporation) As Trustee under NL Industries, Inc.'s Indenture, Dated as of October 20, 1993 TO NL Industries, inc. (A New Jersey Corporation) Satisfaction and Discharge of Indenture, Release, Assignment and Transfer Dated as of June 28, 2002 Discharging NL Industries, Inc.'s Indenture Dated as of October 20, 1993 SATISFACTION AND DISCHARGE OF INDENTURE, RELEASE, Assignment and transfer THIS DOCUMENT, dated as of June 28, 2002 (hereinafter referred to as "Satisfaction of Indenture"), relates to that certain Indenture, dated as of October 20, 1993 (the "Indenture"), from NL Industries, Inc., a New Jersey corporation, whose address is Two Greenspoint Plaza, 16825 Northcase Drive, Suite 1200, Houston, Texas 77060-2544 (hereinafter referred to as the "Company"), to Chemical Bank. WHEREAS, The Chase Manhattan Bank, National Association merged into Chemical Bank, on July 15, 1996, and the name became The Chase Manhattan Bank, and Morgan Guaranty Trust Company of New York merged into The Chase Manhattan Bank on November 10, 2001, and the name became JPMorgan Chase Bank, a New York banking corporation, whose address is 450 West 33rd Street, New York, New York 10001 (hereinafter referred to as "Trustee"); and WHEREAS, pursuant to the Indenture, the financing statements listed on Schedule 1 to this Satisfaction of Indenture were filed in accordance with the Uniform Commercial Code of each of New York, New Jersey and Texas; and WHEREAS, all indebtedness secured by the Indenture and all proper charges of the Trustee thereunder have been paid and the Company has deposited with the Trustee pursuant to a Deposit Agreement dated as of June 28, 2002 funds sufficient to effect a full redemption of all of the Outstanding Notes and any additional amount required to satisfy and discharge the Indenture; and WHEREAS, to the knowledge of the Trustee, none of the Events of Default defined in Section 501 of the Indenture has occurred and is continuing; and WHEREAS, pursuant to Section 401 of the Indenture, the Company has requested the Trustee to cancel and discharge the Lien of the Indenture, and to execute and deliver to the Company this Satisfaction of Indenture in order to assign and transfer to the Company the Trust Estate, and all other property of the Company and any related rights in respect of such property, any of which are held by the Trustee or otherwise subject to the Lien of the Indenture (whether created by the Indenture, including without limitation the Lien created by the after-acquired property clauses of the Indenture, or by subsequent delivery or pledge to the Trustee under the Indenture or otherwise) (collectively, the "Pledged Property"), and to acknowledge that the Lien of the Indenture has been cancelled, discharged and satisfied. NOW, THEREFORE, THIS SATISFACTION OF INDENTURE WITNESSETH: ARTICLE I Satisfaction and Discharge The Trustee hereby acknowledges and agrees that Chemical Bank merged with The Chase Manhattan Bank, National Association on July 15, 1996, and the name became The Chase Manhattan Bank and The Chase Manhattan Bank merged with Morgan 1 Guaranty Trust Company of New York on November 10, 2001, and the name became JPMorgan Chase Bank, a New York banking corporation, and the Trustee is the trustee under the Indenture. The Trustee, pursuant to the provisions of Section 401 of the Indenture, hereby acknowledges that the Company's obligations under the Indenture have been satisfied and hereby cancels and discharges the Indenture and the Lien thereof. The Trustee hereby authorizes and directs the appropriate officials in the States of New York, New Jersey and Texas and all such other such places wherein any financing statements, including, without limitation, the financing statements listed on Schedule 1, were filed in connection with the Indenture, to cancel and terminate all such financing statements as provided by law. Without limiting the foregoing, the Trustee agrees to take all actions reasonably requested by the Company to cause the cancellation and termination of all financing statements affecting any of the Pledged Property. ARTICLE II Assignment and Transfer of Pledged Property The Trustee, for valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, hereby releases, reassigns, retransfers and sets over unto the Company, and its successors and assigns forever, and releases and forever discharges from the Lien of the Indenture, all of the Trustee's right, title and interest in and to the Pledged Property; TOGETHER WITH all revenues, issues, earnings, income, product and profits thereof, and all the right, title and interest and claim whatsoever, at law as well as in equity, of the Trustee in and to the Pledged Property; TO HAVE AND TO HOLD the Pledged Property that is herein released, reassigned, retransferred, and set over by the Trustee as aforesaid, unto the Company and its successors and assigns forever, free and clear of all Liens, claims and encumbrances of any type whatsoever created by or in favor of the Trustee pursuant to the Indenture or otherwise; PROVIDED, HOWEVER, that this reassignment, retransfer, cancellation and discharge shall be without covenants, warranties of title or seisin, or of any other nature whatsoever, either express or implied in law or in equity; and shall be without recourse against the Trustee in any event or any contingency, and shall be without prejudice to the rights of the Trustee under of the Indenture, which rights shall survive satisfaction and discharge of the Indenture. ARTICLE III Miscellaneous Provisions SECTION 3.01 The terms defined in the Indenture and used herein shall, for all purposes of this Satisfaction of Indenture, have the meanings specified in the Indenture. SECTION 3.02 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Satisfaction of Indenture or for or in respect of the recitals contained herein, all of which recitals are deemed made by the Company solely. 2 SECTION 3.03 This Satisfaction of Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 3 IN WITNESS WHEREOF, JPMorgan Chase Bank has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested to by one of its Trust Officers, all as of the day and year first above written. JPMORGAN CHASE BANK [SEAL] as Trustee By: --------------------------------------- Assistant Vice President Attest: - ------------------------------------------------ Trust Officer Signed, sealed and delivered in the presence of: - ------------------------------------------------ Witness - ------------------------------------------------ Witness - ------------------------------------------------ Notary Public My Commission Expires: Notarial Seal 4 STATE OF NEW YORK ) SS. COUNTY OF NEW YORK ) On this ___ day of June, 2002, before me, ____________________, Notary Public in and for the State of New York, personally appeared ____________________ and ____________________, known to me to be an Assistant Vice President and a Trust Officer, respectively, of JPMORGAN CHASE BANK, a New York banking corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. ---------------------------------------- [SEAL] 5 SCHEDULE 1 - FINANCING STATEMENTS NL INDUSTRIES, INC. UCC FINANCING STATEMENTS
Juris. Secured Party Type of Filing Filing Date Filing Number Other - ------ ------------- -------------- ----------- ------------- ----- New Chemical Bank, as Original 10-27-93 1537455 See In Lieu Of Jersey Trustee Filing made in New State Jersey 5-9-02 Amendment 2-27-95 262192-5 Debtor address change Continuation 10 ###-###-#### Combined Filing Amendment 10 ###-###-#### Amends Secured Party to "The Chase Manhattan Bank as successor in interest to Chemical Bank as Trustee" JPMorgan Chase Original 5 ###-###-####-0 In Lieu Of Filing Bank (formerly (New York County known as Chemical filing 93PN53268 Bank), as Trustee made 10-27-93) JPMorgan Chase Original 5 ###-###-####-0 In Lieu Of Filing Bank (formerly (New York State known as Chemical filing 225624 made Bank), as Trustee 10-27-93) JPMorgan Chase Original 5 ###-###-####-0 In Lieu Of Filing Bank (formerly (New Jersey State known as Chemical filing 1537455 made Bank), as Trustee 10-27-93) JPMorgan Chase Original 5 ###-###-####-9 In Lieu Of Filing Bank (formerly (Texas State filing known as Chemical 93-00204566 made Bank), as Trustee 10-27-93)
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Juris. Secured Party Type of Filing Filing Date Filing Number Other - ------ ------------- -------------- ----------- ------------- ----- New York Chemical Bank, as Original 10-27-93 93PN53268 See In Lieu Of County Trustee Filing made in New Jersey 5-9-02 Amendment 3-7-95 95PN09942 Debtor address change The Chase Amendment 10-23-98 98PN56456 Amends Secured Party Manhattan Bank as to "The Chase successor in Manhattan Bank as interest to successor in Chemical Bank as interest to Chemical Trustee Bank as Trustee" Continuation 10-23-98 98PN56455 New York Chemical Bank, as Original 10-27-93 225624 See In Lieu Of State Trustee Filing made in New Jersey 5-9-02 Amendment 3-1-95 042440 Debtor address change The Chase Amendment 10-23-98 226148 Amends Secured Party Manhattan Bank as to "The Chase successor in Manhattan Bank as interest to successor in Chemical Bank as interest to Chemical Trustee Bank as Trustee" Continuation 10-23-98 226147 Texas Chemical Bank, as Original 10-27-93 93-00204566 See In Lieu Of Trustee Filing made in New Jersey 5-9-02 Amendment 2-28-95 95-0062533 Debtor address change Continuation 10-23-98 98-00731327 Combined Filing The Chase Amendment 10-23-98 98-00731327 Amends Secured Party Manhattan Bank as to "The Chase successor in Manhattan Bank as interest to successor in Chemical Bank as interest to Chemical Trustee Bank as Trustee"
7 KRONOS, INC. UCC FINANCING STATEMENTS
Juris. Secured Party Type of Filing Filing Date Filing Number Other - ------ ------------- -------------- ----------- ------------- ----- Delaware JPMorgan Chase Original 5-8-02 21152457 In Lieu Of Filing Bank (formerly (New Jersey State known as Chemical filing 1537454 made Bank), as Trustee 10-27-93) JPMorgan Chase Original 5-8-02 21152499 In Lieu Of Filing Bank (formerly (New York County known as Chemical filing 93PN53271 made Bank), as Trustee 10-27-93) JPMorgan Chase Original 5-8-02 21152531 In Lieu Of Filing Bank (formerly (New York State known as Chemical filing 225622 made Bank), as Trustee 10-27-93) JPMorgan Chase Original 5-8-02 21152408 In Lieu Of Filing Bank (formerly (Texas State filing known as Chemical 93-00204565 made Bank), as Trustee 10-27-93) New Chemical Bank, as Original 10-27-93 1537454 See In Lieu Of Filing Jersey Trustee made in Delaware State 5-8-02 Amendment 2-27-95 262192-2 Debtor address change Amendment 2-27-95 262192-4 Secured Party (NL) address change Continuation 10 ###-###-#### Combined Filing The Chase Amendment 10 ###-###-#### Amends Secured Party Manhattan Bank as to "The Chase successor in Manhattan Bank as interest to success in interest Chemical Bank as to Chemical Bank as Trustee Trustee" New York Chemical Bank, as Original 10-27-93 93PN53271 See In Lieu Of Filing County Trustee made in Delaware 5-8-02
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Juris. Secured Party Type of Filing Filing Date Filing Number Other - ------ ------------- -------------- ----------- ------------- ----- Amendment 3-17-95 95PN11795 Debtor address change Amends Secured Amendment 10-23-98 98PN56454 Amends Secured Party Party to "The to "The Chase Chase Manhattan Manhattan Bank as Bank as successor success in interest in interest to to Chemical Bank as Chemical Bank as Trustee" Trustee" Continuation 10-23-98 98PN56453 New York Chemical Bank, as Original 10-27-93 225622 See In Lieu Of Filing State Trustee made in Delaware 5-8-02 Amendment 3-1-95 042441 Debtor address change The Chase Amendment 10-23-98 226150 Amends Secured Party Manhattan Bank as to "The Chase successor in Manhattan Bank as interest to successor in interest Chemical Bank as to Chemical Bank as Trustee Trustee" Continuation 10-23-98 226149 Texas Chemical Bank, as Original 10-27-93 93-00204565 See In Lieu Of Filing Trustee made in Delaware 5-8-02 Amendment 2-28-95 95-00625335 Debtor address change Amendment 2-28-95 95-00625336 Secured Party (NL) address change Continuation 10-23-98 98-00731328 Combined Filing The Chase Amendment 10-23-98 98-00731328 Amends Secured Party Manhattan Bank as to "The Chase successor in Manhattan Bank as interest to successor in interest Chemical Bank as to Chemical Bank as Trustee Trustee"
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