Exhibit 4.11
SUPPLEMENTAL INDENTURE NUMBER 2 AND
WAIVER
Dated as of February 16, 2000
to
INDENTURE
Dated as of November 30, 1999
between
ACE INA HOLDINGS INC.,
as Issuer
and
BANK ONE TRUST COMPANY, NA,
as Trustee
SUPPLEMENTAL INDENTURE NUMBER 2 AND
WAIVER
THIS SUPPLEMENTAL INDENTURE NO. 2
AND WAIVER dated as of February 16, 2000 (this
“Supplemental Indenture”) to the Indenture dated
November 30, 1999 (as amended by Supplemental Indenture No. 1,
dated December 6, 1999), is hereby entered into by and between
ACE INA HOLDINGS INC., a Delaware corporation (the
“Company”) and BANK ONE TRUST COMPANY, NA, a national
banking association organized under the laws of the United States
of America (the “Trustee”).
WITNESSETH:
WHEREAS, the Company and Trustee
executed and delivered an Indenture, dated as of November 30,
1999 (the “Indenture”), to provide for the issuance
from time to time of the Issuer’s notes, bonds, debentures or
any other evidences of Indebtedness to be issued in one or more
series (the “Securities”);
WHEREAS, the Indenture was amended
by Supplemental Indenture No. 1, dated as of December 6, 1999
(“Supplemental Indenture No. 1”) to effectuate the
issuance of an aggregate principal amount of up to $300,000,000 of
the Company’s Subordinated Notes due 2009 (the
“Notes”);
WHEREAS, the Notes were purchased by
and remain held as of the date hereof exclusively by Westdeutsche
Landesbank Girozentale (the “Holder”);
WHEREAS, pursuant to
Section 104(a) of Supplemental Indenture No. 1, the Company is
required to report certain information to the Trustee and the
Holder within 90 days after the end of each fiscal year;
WHEREAS, the Issuer has requested,
and the Trustee is prepared to agree to, extend the time allowed by
Section 104(a) of Supplemental Indenture No. 1 from 90 days
after the end of each fiscal year to 120 days from such date (the
“Amendment”);
WHEREAS, for the quarter ending
September 30, 1999, the Issuer has requested, and the Trustee
is prepared to grant, a waiver of the Issuer’s reporting
obligations under Section 104(b) of Supplemental Indenture No.
1 (
