Third Supplemental Indenture among Paine Webber Group Inc., UBS Americas Inc., and The Chase Manhattan Bank (Trustee)

Summary

This agreement is a supplemental indenture dated November 3, 2000, among Paine Webber Group Inc., UBS Americas Inc., and The Chase Manhattan Bank as trustee. It amends a previous indenture to reflect the merger of Paine Webber Group Inc. into UBS Americas Inc., with UBS Americas assuming all obligations for payment and performance under the original indenture. The agreement ensures that UBS Americas is now responsible for the debentures previously issued by Paine Webber Group Inc. and confirms the trustee's acceptance of these changes.

EX-4.1 3 y42832ex4-1.txt THIRD SUPPLEMENTAL INDENTURE 1 Exhibit 4.1 EXECUTION COPY PAINE WEBBER GROUP INC. and THE CHASE MANHATTAN BANK, as trustee --------------- Third Supplemental Indenture Dated as of November 3, 2000 to Indenture Dated as of December 9, 1996 --------------- 2 Junior Subordinated Debentures THIRD SUPPLEMENTAL INDENTURE dated as of November 3, 2000, among PAINE WEBBER GROUP INC., a corporation duly organized and existing under the laws of Delaware (the "Company"), having its principal office at 1285 Avenue of the Americas, New York, New York 10019, UBS AMERICAS INC., a corporation duly organized and existing under the laws of Delaware ("UBS Americas"), having its principal office at 677 Washington Boulevard, Stamford, Connecticut 06901, and THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (the "Trustee"). RECITALS The Company and the Trustee are parties to an Indenture dated as of December 9, 1996, as supplemented by the First Supplemental Indenture dated as of December 9, 1996 and the Second Supplemental Indenture dated as of March 14, 1997 (as so supplemented, the "Indenture"), relating to the issuance from time to time by the Company of Debentures. Capitalized terms used, and not otherwise defined, herein shall have the same meanings given them in the Indenture. The Company, UBS AG, an Aktiengesellschaft organized under the laws of Switzerland, and UBS Americas (then known as Neptune Merger Subsidiary, Inc.), a wholly owned subsidiary of UBS AG, entered into an Agreement and Plan of Merger dated as of July 12, 2000 (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company will merge with and into UBS Americas, with UBS Americas as the surviving corporation (the "Merger"), the Merger to be effective upon the filing, in the office of the Secretary of State of the State of Delaware, of a certificate of merger (the "Effective Time"). The Company has requested the Trustee to join with it in the execution and delivery of this third supplemental indenture (this "Third Supplemental Indenture") in order to supplement and amend the Indenture, by amending certain provisions thereof, pursuant to which UBS Americas will expressly assume the due and punctual payment of the principal of (and premium, if any) and interest on all Debentures and the performance of every covenant of the Indenture on the part of the Company to be performed or observed (the "Assumption"), as set forth in Section 10.01(a) of the Indenture. 3 Section 10.01 of the Indenture provides that the Assumption must be effected through a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee. Section 9.01(a) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee, without the consent of any Holders, to evidence the succession of another corporation to the Company and assumption by any such successor of the covenants of the Company contained in the Indenture and in the Debentures. At the request of the Trustee, the Company (a) has furnished the Trustee with (1) an Officers' Certificate complying with the requirements of Sections 10.01(c) and 13.06 of the Indenture, stating, among other things, that the Merger and this Third Supplemental Indenture comply with Article X of the Indenture and that all conditions precedent provided for in the Indenture relating to the Merger and this Third Supplemental Indenture have been complied with and (2) an Opinion of Counsel complying with the requirements of Sections 9.05, 10.01(c) and 13.06 of the Indenture and (b) has delivered to the Trustee a Board Resolution as required by Section 9.01 of the Indenture authorizing the execution by the Company of this Third Supplemental Indenture and its delivery by the Company to the Trustee. All things necessary to make this Third Supplemental Indenture a valid agreement of the Company, UBS Americas and the Trustee, in accordance with the terms of the Indenture, and a valid amendment of and supplement to the Indenture have been done. NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Debentures by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Debentures or of series thereof, as follows: I. AMENDMENTS TO THE INDENTURE A. Assumption and Substitution. UBS Americas hereby assumes, as of the Effective Time, the due and punctual payment of the principal of (and premium, if any) and interest on all the Debentures and the performance of every covenant of the Indenture on the part of the Company to be performed or observed. UBS Americas hereby succeeds to, and is substituted for, the Company in the Indenture, as of the Effective Time. II. NOTICES A. For purposes of Section 13.04 of the Indenture, the address of UBS Americas is 677 Washington Boulevard, Stamford, Connecticut 06901, Attention: Secretary. 4 B. UBS Americas hereby agrees to give the Trustee prompt notice of the Effective Time. III. GENERAL PROVISIONS A. The recitals contained herein shall be taken as the statements of the Company and UBS Americas, and the Trustee assumes no responsibility for the correctness of same. The Trustee makes no representation as to the validity of this Third Supplemental Indenture. The Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. B. The Trustee hereby accepts this Third Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture. C. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. D. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 5 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PAINE WEBBER GROUP INC., by /s/ Authorized Officer ----------------------------------- [SEAL] Title: Senior Vice President Attest: /s/ - - --------------------------- UBS AMERICAS INC., by /s/ Louis Eber ----------------------------------- Title: Executive Director [SEAL] by /s/ Sandra Ward Costin ----------------------------------- Title: Director Attest: THE CHASE MANHATTAN BANK, as Trustee, by /s/ Authorized Officer ----------------------------------- Title: Vice President - - --------------------------- [SEAL] Attest: