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EXHIBIT 4.5
AMERICAN SHARED HOSPITAL SERVICES
AND
FIRST INTERSTATE BANK OF CALIFORNIA,
AS TRUSTEE
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SUPPLEMENTAL INDENTURE NO. 1
Dated as of May 17, 1995
to
INDENTURE
Dated as of October 15, 1988
Providing for
14-3/4% Senior Subordinated
Notes Due October 15, 1996
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SUPPLEMENTAL INDENTURE NO. 1, dated as of May 17, 1995, between
American Shared Hospital Services, a California corporation (the "Company"), and
First Interstate Bank of California, a California corporation (the "Trustee").
WHEREAS, the Company and the Trustee executed an indenture (the
"Indenture"), dated as of October 15, 1988, providing for the issuance of up to
$30,000,000 in principal amount of the Company's 14-3/4% Senior Subordinated
Notes Due October 15, 1996 (the "Securities");
WHEREAS, pursuant to Section 9.02 of the Indenture, the Company
and the Trustee may amend the Indenture or the Securities with the written
consent of the holders of at least a majority in principal amount of the then
outstanding Securities;
WHEREAS, the Company received from the holders of approximately
92% of the outstanding Securities written consents to the amendments to the
Indenture and the Securities effected hereby;
WHEREAS, the Company has determined that all the requirements
of law and the Articles of Incorporation and By-Laws of the Company and of the
Indenture have been fully complied with and all other acts and things necessary
to make this Supplemental Indenture a valid, binding and legal agreement
enforceable in accordance with its terms and the terms of the Indenture have
been done and performed;
NOW, THEREFORE, in consideration of the premises, and to embody
the amendments set forth below, it is hereby agreed between the Company and the
Trustee as follows:
ARTICLE ONE
1. The Indenture is hereby amended to delete the
following sections: Section 4.05 (Restrictions on Dividends and Other Payments);
Section 4.07 (Maintenance of Consolidated Net Worth); Section 4.11 (Limitation
on Dividend and Other Payment Restrictions Affecting Subsidiaries); and Section
4.12 (Limitation on Creation of Indebtedness).
2. The Securities (the form of which is incorporated by
reference into the Indenture pursuant to Section 2.01 thereof)
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are hereby amended to delete Sections 8 (Maintenance of Consolidated Net Worth)
and 9 (Limitation on Creation of Indebtedness).
3. The amendment of the Indenture and the Securities
effected by this Supplemental Indenture No. 1 shall be evidenced upon the
Securities authenticated and delivered under the Indenture after the date of
this Supplemental Indenture No. 1 by placing on the face thereof a legend
substantially in the following form:
"The Indenture has been amended by a Supplemental
Indenture No. 1, dated as of May 17, 1995, which, among other things,
deletes certain covenants that limited the ability of the Company to
pay dividends and create indebtedness and required the Company to
maintain a specified minimum consolidated net worth. Reference is made
to such Supplemental Indenture No. 1 for a statement of the amended
rights and obligations of the Company and of the holders of the
Securities."
At the demand of and without cost to the holder of any of the
Securities outstanding at the date of this Supplemental Indenture No. 1, such
outstanding Securities may be exchanged for Securities modified as set forth in
this paragraph 3 of like form and like denomination, upon surrender by such
holder to the Trustee of such outstanding Securities.
ARTICLE TWO
Except as expressly altered or amended by this Supplemental
Indenture No. 1, the Indenture and the Securities issued thereunder hereby are
ratified and confirmed and all the terms, provisions and conditions thereof
shall be and continue in full force and effect. The Indenture and this
Supplemental Indenture No. 1 shall be read, taken and construed as one and the
same instrument and shall be binding upon the holders of all Securities.
ARTICLE THREE
This Supplemental Indenture No. 1 may be executed in any number
of counterparts, each of which when so executed shall
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be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
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SIGNATURES
Dated as of May 17, 1995 AMERICAN SHARED HOSPITAL
SERVICES
By: __________________________
Xxxxxx X. Xxxxx, M.D.
Chairman and
Chief Executive Officer
Attest: _____________________
Assistant Secretary
Dated as of May 17, 0000 XXXXX XXXXXXXXXX XXXX
XX XXXXXXXXXX, as Trustee
By: __________________________
Vice President
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