JP HOLDINGS, L.P.
CHASE BANK, N.A.,
successor in interest to The First National Bank of
SUPPLEMENTAL INDENTURE, dated as of April 3, 2006, between LINCOLN JP
HOLDINGS, L.P., an Indiana limited partnership (“Lincoln JP Holdings”), having
its principal office at c/o Lincoln National Corporation, Centre Square - West
Tower, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania 19102-2112,
and JPMORGAN CHASE BANK, N.A., (as successor in interest to The First National
Bank of Chicago) as Trustee (the “Trustee”), the office of the Trustee at which
at the date hereof its corporate trust business is principally administered
being 4 New York Plaza, 15th Floor, New York, New York 10004.
OF THE COMPANY
Carolina corporation (the “Company”), has executed and delivered to the Trustee
an Indenture, dated as of January 15, 1997 (the “Indenture”), providing
for the issuance from time to time of the Company’s junior subordinated
debentures (the “Securities”), issuable in one or more series as provided in the
Indenture. All capitalized terms used herein which are defined in the Indenture
shall have the meanings assigned thereto in the Indenture unless otherwise
to an Agreement and Plan of Merger, dated as of October 9, 2005, as amended,
between the Company, Lincoln National Corporation, an Indiana corporation,
Quartz Corporation, a North Carolina Corporation, and Lincoln JP Holdings,
Company is, concurrently with the execution and delivery of this First
Supplemental Indenture, merging with and into Lincoln JP Holdings (the
“Merger”), with Lincoln JP Holdings being the surviving entity.
8.1 of the Indenture, as it applies to each series of Securities outstanding,
provides that Lincoln JP Holdings, as the surviving entity of the Merger, is
required to expressly assume, by a supplemental indenture, the due and punctual
payment of the principal of (and premium, if any) and interest on all the
Securities and the performance of the Company’s covenants and obligations under
9.1 of the Indenture permits the execution of supplemental indentures without
the consent of any Holders to evidence the succession of another Person to
Company and the assumption by any such successor of the covenants of the Company
in the Indenture and in the Securities.
to the foregoing authority, Lincoln JP Holdings proposes, in and by this First
Supplemental Indenture, to supplement and amend the Indenture.
things necessary to make this First Supplemental Indenture a valid agreement
Lincoln JP Holdings, in accordance with its terms, have been done.
THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof,
the effective time of the Merger, (i) Lincoln JP Holdings shall become the
successor to the Company for all purposes of the Indenture, and
(ii) Lincoln JP Holdings hereby expressly assumes the due and punctual
payment of the principal of (and premium, if any) and interest (including
Additional Amounts, if any) on all the Securities and the performance of every
covenant of the Indenture on the part of the Company to be performed or
Indenture, as hereby amended and supplemented, is ratified and confirmed in
respects. From and after the date hereof, the First Supplemental Indenture
form a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
recitations or recitals contained in this First Supplemental Indenture are
by and on behalf of Lincoln JP Holdings only, and the Trustee is in no way
responsible for the correctness of any statement herein contained or for the
validity or sufficiency of this First Supplemental Indenture. The execution
the Trustee of this First Supplemental Indenture shall not be construed to
approval or disapproval by the Trustee of the advisability of the action being
taken herein by Lincoln JP Holdings. All the provisions of the Indenture with
respect to the rights, privileges, immunities, powers and duties of the Trustee
shall be applicable in respect hereof as fully and with like effect as if set
forth herein in full with such omissions, variations or insertions, if any,
may be appropriate to make the same conform to this First Supplemental
Indenture. This First Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
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.
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the day and year first above
JP HOLDINGS, L.P.
Lincoln JP Company, LLC, its general partner
Lincoln National Corporation, its sole member
President and Treasurer
CHASE BANK, N.A.,