EXHIBIT 4.1
COOPERATIVE COMPUTING, INC.,
ISSUER
AND
XXXXX FARGO BANK MINNESOTA, N.A.,
TRUSTEE
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SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 27, 2003
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Supplemental to Indenture Dated as of February 10, 1998, as amended
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE dated as of June 27, 2003 (the
"Supplement") is by and between COOPERATIVE COMPUTING, INC., a Delaware
corporation (the "Company"), and XXXXX FARGO BANK MINNESOTA, N.A., a national
banking association and successor to Norwest Bank Minnesota, NA, as trustee (the
"Trustee").
RECITALS
WHEREAS, there has heretofore been executed and delivered to
the Trustee an Indenture dated as of February 10, 1998 (the "Indenture"),
providing for the issuance of the Company's 9% Senior Subordinated Notes due
2008 (the "Securities");
WHEREAS, there are now outstanding under the Indenture
Securities in the aggregate principal amount of US$100,000,000;
WHEREAS, Section 10.02 of the Indenture provides, among other
things, that the Indenture may be amended with the written consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities then outstanding;
WHEREAS, the Company desires, pursuant to Section 10.02 of the
Indenture, to amend and delete certain provisions of the Indenture, as set forth
in Article II hereof;
WHEREAS, the Holders of at least a majority in aggregate
principal amount of the Securities outstanding have consented to the amendments
set forth in Article II hereof which will be effected by this Supplement and
which will become operative upon the Tender Offer Acceptance Event (as
hereinafter defined); and
WHEREAS, the Company represents that all acts and things
necessary to make this a valid supplemental indenture and agreement according to
its terms have been done and performed, and the execution of this Supplement has
in all respects been duly authorized, and, in the exercise of legal right and
power vested in the Company, the Company is executing this
Supplement, which shall be effective on the date hereof.
NOW THEREFORE, for and in consideration of the foregoing
recitals, the Company, the Guarantors and the Trustee covenant and agree with
each other as follows:
ARTICLE I
DEFINITION
Section 1.01. When used herein, "Tender Offer Acceptance Event" shall
mean the first such date as the Company accepts Securities that are validly
tendered (and not withdrawn) on such date for purchase pursuant to the offer to
purchase and consent solicitation conducted pursuant to the Company's Offer to
Purchase and Consent Solicitation Statement dated May 30, 2002.
ARTICLE II
AMENDMENTS TO THE INDENTURE
Section 2.01. Upon the occurrence of the Tender Offer Acceptance Event,
(i) the text of each of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.12,
4.13, 4.14, 6.01(iv), 6.01(v), 6.01(vi), 6.01(vii) and Article V of the
Indenture shall be deleted in its entirety and replaced, in each case, by the
words "Intentionally Omitted," (ii) all references to such deleted text and
Sections or Articles contained in the Indenture and in the Securities, including
without limitation, all references, direct or indirect, thereto in Section 6.01,
"Events of Default," shall also be deleted in their entirety and (iii) Section
1.01 of the Indenture shall be amended by deleting the definition of each term
that is used in the Indenture only in the Sections that are deleted pursuant to
clause (i) of this sentence.
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ARTICLE III
MISCELLANEOUS
Section 3.01. This Supplement is executed by the Company and the
Trustee pursuant to the provisions of Section 10.02 of the Indenture, and the
terms and conditions hereof shall be deemed to be part of the Indenture for all
purposes, so that the Indenture and this Supplement shall be read, taken and
construed as one and the same instrument. The Indenture, as supplemented by this
Supplement, is in all respects hereby adopted, ratified and confirmed. All
capitalized terms not defined in this Supplement shall have the meanings set
forth in the Indenture.
Section 3.02. This Supplement may be executed in any number of
counterparts, each of which shall be an original, but all such counterparts
shall together constitute but one and the same instrument.
Section 3.03. The Trustee assumes no responsibility for the correctness
of the recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representations and shall have no responsibility
as to the validity or sufficiency of this Supplement or the due authorization
and execution hereof by the Company.
Section 3.04. This Supplement shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of such state and shall be deemed effective as of
the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed, all as of the date and year first above written.
COOPERATIVE COMPUTING, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Senior Vice President
XXXXX FARGO BANK MINNESOTA, N.A.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Corporate Trust Officer
SIGNATURE PAGE FOR
SUPPLEMENTAL INDENTURE
