Exhibit 4(a)(2)
SECOND SUPPLEMENTAL INDENTURE, dated as of March 15, 1996, between
Texfi Industries, Inc., a Delaware corporation (the "Company"), and First Union
National Bank of North Carolina, a national banking association (the "Trustee").
Capitalized terms used herein without definition shall have the same meanings
herein as in the Indenture.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to an Indenture dated
as of September 8, 1993 ("Indenture"), pursuant to which the Company may issue
up to $34,500,000 in principal amount of 8 3/4% Senior Subordinated Debentures
due August 1, 1999; and
WHEREAS, the Company and the Trustee entered into the First
Supplemental Indenture dated March 10, 1995; and
WHEREAS, Section 11.01 of the Indenture provides that the Company, when
authorized by a resolution of its Board of Directors, and the Trustee may make
certain amendments to the Indenture without the consent of any Securityholders;
WHEREAS, the Company desires to amend the Indenture as set forth herein
and such amendments may be made without the consent of any Securityholders;
NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration, receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
1. The Indenture is hereby amended by adding a new Section 4.13
as follows:
Section 4.13. Deposits Prior to Maturity
Beginning on the last business day of the month of
September, 1998, and continuing on the last business day of
each month thereafter to and including June, 1999 (each such
day being referred to as a "Payment Date"), the Company will
deposit with the Trustee an amount equal to Six Hundred
Thousand Dollars ($600,000.00) (a "Deposit"), provided, that
the amount of any Deposit may be reduced by an amount equal to
all Repurchased Debentures surrendered to the Trustee on or
prior to the applicable Payment Date. For purposes of the
foregoing sentence, "Repurchased Debentures" means (i) the
principal amount of all Debentures repurchased by the Company
as of the applicable Payment Date less (ii) the principal
amount of all such Debentures that have been credited against
previous Deposits on prior Payment Dates. The Company shall
provide to the Trustee within five business days following
each Payment Date a statement reflecting the amount of the
Deposit made with the Trustee on such Payment Date and the
amount of all Debenture
Repurchases by the Company as of such Payment Date. The
Trustee is authorized to place the Deposits in a special
reserve account where it shall be held in trust for the
benefit of the Securityholders. The Trustee shall invest and
apply the Deposits pursuant to Section 8.02. The Company
acknowledges and agrees that upon deposit with the Trustee of
such amounts, such Deposits shall become the property of the
Holders and that the Company has no ownership or other
interest in such Deposits.
2. The Indenture is hereby amended by deleting Section 8.02 in its
entirety and inserting therefor the following:
Section 8.02. Application of Trust Money.
The Trustee or Paying Agent shall hold in trust money
or U. S. Government Obligations deposited with it pursuant to
Section 8.01 and shall apply the deposited money and the money
from U.S. Government Obligations in accordance with this
Indenture to the payment of principal and interest on the
Securities.
The Trustee shall receive and hold in trust for the
benefit of the Securityholders such amounts as shall be paid
to it by the Company pursuant to Section 4.13 and shall invest
such amounts in U.S. Government Obligations or in
interest-bearing accounts or certificates of deposit with
federal or state charted banks located in the State of North
Carolina that have assets in excess of $500,000,000 and that
have their deposits of $100,000 or less insured by the Federal
Deposit Insurance Corporation or its successor corporation.
All such amounts, including interest earned thereon, shall be
held in trust for the benefit of the Securityholders and shall
be paid by the Trustee (i) first on the principal of the
Debentures when it comes due, ratably, without preference or
priority of any kind, (ii) then on interest, ratably, without
preference or priority of any kind, and (iii) then to the
Trustee for amounts due under Section 7.07.
3. Section 3.07 of the Indenture is hereby amended by inserting the
words "or Section 4.13" in the second line following the words "Section 8.01"
and preceding the word "shall".
4. Except as specifically modified herein, the Indenture shall remain
in full force and effect in accordance with its terms.
5. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. This Second Supplemental Indenture may be
executed in any number of counterparts, each of
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which shall be an original; but such counterparts shall together constitute but
one and the same instrument.
6. The recitals contained in this Second Supplemental Indenture shall
be taken as statements of the Company, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Second Supplemental Indenture.
7. The Second Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed, all as of the date first written above.
TEXFI INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
[SEAL]
ATTEST:
/s/ Xxxxx Xxxxxx Xxxxxxxxx
Assistant Secretary
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee
By: /s/ Xxxxxxx Xxxxxx
Title: Trust Officer
[SEAL]
ATTEST:
/s/ Xxxxx X. Xxxxxx
Assistant Secretary
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