EXHIBIT 4(b)
AMENDMENT NO. 1 TO INDENTURE
This Amendment No. 1 is made as of March 15th, 2001 by and among
Valspar Industries, Inc. (formerly named Lilly Industries, Inc.), an Indiana
corporation (the "Company"), BNY Midwest Trust Company (the "Trustee"), as
successor trustee to ▇▇▇▇▇▇ Trust and Savings Bank, in order to amend the
Indenture dated November 10, 1997 (the "Indenture").
Whereas, all of the outstanding common stock of the Company has been
acquired by The Valspar Corporation, a Delaware corporation ("Valspar") and
Valspar is willing to guaranty the Securities issued pursuant to the Indenture;
Whereas, the Company wishes to amend Section 4.02 of the Indenture to
provide that, so long as the Company is a majority owned subsidiary of Valspar
and Valspar has guaranteed the Securities issued under the Indenture, the
reports delivered pursuant to Section 4.02 shall be reports as to Valspar and
its consolidated subsidiaries; and
Whereas, Section 9.01 of the Indenture authorizes the Trustee to
execute, without the consent of any Securityholders, amendments to the Indenture
to provide for the addition of guarantees and to make other changes that are not
adverse to the Security holders;
Now, therefore, in consideration of the foregoing and the agreements
set forth below, the parties agree as follows:
1. Amendment to Section 4.02 of the Indenture. Section 4.02 of the
Indenture is hereby amended by adding to the penultimate sentence of the
existing text of Section 4.02 the proviso which is underscored below, such that
as so amended Section 4.02 shall read as follows:
SECTION 4.2. Commission Reports. The Company shall provide the Trustee
and Securityholders, within 15 days after it files them with the
Commission, copies of its annual report and the information, documents
and other reports which the Company is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding that the Company may not be required to remain subject
to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall continue to file with the Commission and provide
the Trustee and Securityholders with such annual reports and such
information, documents and other reports as are specified in Section 13
and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to such Sections, such information, documents and reports to be
so filed and provided at the times specified for the filing of such
information, documents and reports under such Sections; provided,
however that during such period as (i) a majority or more of the
Company's outstanding equity securities are owned by a corporation (the
"Parent Corporation") whose common stock is registered under the
Exchange Act, and (ii) the Parent Corporation has guaranteed the
payment of the Securities, the Company shall provide the Trustee and
the Securityholders (in lieu of reports as to the Company) with copies
of the annual report and the information, documents and other reports
which the Company files with the Commission. The Company also shall
comply with the other provisions of TIA ss. 314(a).
2. Effectiveness. This Amendment No. 1 shall become effective as of the
date first written above only upon satisfaction of all of the following
conditions precedent:
(a) this Amendment No. 1 shall have been executed by and
delivered by the Company and the Trustee;
(b) Valspar shall have executed and delivered to the Trustee
for the benefit of the Securityholders the Guaranty in the form attached hereto
as Exhibit A;
(c) the Officers' Certificate in the form attached hereto as
Exhibit B shall have executed and delivered to the Trustee; and
(d) legal counsel to Valspar and the Company shall have
executed and delivered to the Trustee a legal opinion in the form attached
hereto as Exhibit C.
3. Expenses. The Company shall promptly pay or reimburse the Trustee
for paying the reasonable fees and costs advanced of the Trustee and the
Trustee's legal counsel in connection with the preparation and execution of this
Amendment No 1 and the documents delivered thereunder.
4. General. On and after the effectiveness of this Amendment No. 1,
each reference in the Indenture to "this Agreement," "hereunder," "hereof" or
words of like import referring to the Indenture, and each reference in the
Securities to the Indenture, shall mean the Indenture as amended by this
Amendment No. 1. The Indenture, as amended by this Amendment No. 1, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the date first written above.
BNY MIDWEST TRUST COMPANY VALSPAR INDUSTRIES, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its Assistant Vice President Its Treasurer
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