EXHIBIT 4.2
FIRST AMENDMENT TO INDENTURE
This First Amendment to Indenture (this "Amendment") is entered into as
of December 5, 2001, by and among (i) Matrix Capital Corporation, a Colorado
corporation (the "Company") and (ii) U.S. Bank National Association (as
successor Trustee to First Trust National Association), as trustee (the
"Trustee").
WHEREAS, the Company, as Issuer, and Trustee, as Trustee, entered into
that certain Indenture dated as of September 29, 1997 (the "Indenture"); and
WHEREAS, the parties to the Indenture desire to amend certain terms in
the Indenture as provided herein in accordance with Section 9.1 of the
Indenture;
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 7.10(a) of the Indenture is hereby amended to read in its
entirety as follows:
Section 7.10 Eligibility; Disqualification. (a) The Trustee
hereunder shall have no other relationship with the Company or any of
its subsidiaries except as Trustee under this Indenture; provided,
however, that the Trustee or an affiliate of the Trustee may have a
relationship with the Company or a Subsidiary if such relationship is
in the ordinary course of business.
2. The parties hereto hereby confirm and acknowledge that the Indenture
shall continue in full force and effect according to its original terms, except
as expressly as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
Matrix Capital Corporation, a Colorado Corporation
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
President and Chief Executive Officer
U.S. Bank National Association
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Assistant Vice President
