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XXXXX XXXXXX GROUP INC.
to
CHEMICAL BANK DELAWARE
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Subordinated Debt Securities
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Third Supplemental Indenture
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Dated as of November 30, 1993
Supplementing the Indenture
Dated as of March 15, 1988
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THIRD SUPPLEMENTAL INDENTURE dated as of
November 30, 1993, between XXXXX XXXXXX GROUP
INC., a corporation duly organized and
existing under the laws of Delaware (herein
called the "Company"), having its principal
office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and CHEMICAL BANK
DELAWARE, a corporation duly organized and
existing under the laws of the State of
Delaware, as Trustee (herein called the
"Trustee").
RECITALS
The Company and the Trustee are parties to an
Indenture dated as of March 15, 1988, as supplemented by a
First Supplemental Indenture dated as of September 22, 1989,
and by a Second Supplemental Indenture dated as of March 22,
1991 (the "Indenture"), relating to the issuance from time
to time by the Company of its Securities. Capitalized terms
used herein and not otherwise defined shall have the
meanings given them in the Indenture.
The Company has requested the Trustee to join with
it in the execution and delivery of this third supplemental
indenture (the "Third Supplemental Indenture") in order to
supplement and amend the Indenture by amending and restating
certain provisions thereof for the purpose of redesignating
the officers authorized and required to execute the
Securities on behalf of the Company.
Section 901 of the Indenture provides that a
supplemental indenture may be entered into by the Company
and the Trustee, without the consent of any Holders of the
Securities, to cure any ambiguity, to correct or supplement
any provision therein which may be defective or inconsistent
with any other provision therein, or to make any other
provisions with respect to matters or questions arising
under the Indenture, provided such action shall not
adversely affect the interests of the Holders of Securities
of any series in any material respect.
The Company has determined that this Third
Supplemental Indenture complies with said Section 901 and
does not require the consent of any Holders of Securities.
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At the request of the Trustee, the Company has
furnished the Trustee with an Opinion of Counsel complying
with the requirements of Section 903 of the Indenture,
stating, among other things, that the execution of this
Third Supplemental Indenture is authorized or permitted by
the Indenture, and an Officers' Certificate and Opinion of
Counsel complying with the requirements of Section 102 of
the Indenture, and has delivered to the Trustee a Board
Resolution as required by Section 901 of the Indenture
authorizing the execution by the Company of this Third
Supplemental Indenture and its delivery by the Company to
the Trustee.
All things necessary to make this Third
Supplemental Indenture a valid agreement of the Company and
the Trustee, in accordance with the terms of the Indenture,
and a valid amendment of and supplement to the Indenture
have been done.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as
follows:
I. AMENDMENT TO THE INDENTURE
The first sentence of Section 303 of the Indenture
is amended to read in its entirety as follows:
"The Securities shall be executed on behalf of the Company
by manual or facsimile signatures of its Chairman, its
President or any of its Vice Presidents or its Treasurer,
under its corporate seal reproduced thereon attested by the
manual or facsimile signature of its Secretary or one of its
Assistant Secretaries."
II. GENERAL PROVISIONS
A. The recitals contained herein shall be taken
as the statements of the Company, and the Trustee assumes no
responsibility for the correcthess of the same. The Trustee
makes no representation as to the validity of this Third
Supplemental Indenture. The Indenture, as supplemented and
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amended by this Third Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
B. This instrument may be executed in any number
of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
C. This Third Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New
York and for all purposes shall be governed by and construed
in accordance with the laws of said State.
IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplemental Indenture to be duly executed, and
their corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
XXXXX XXXXXX GROUP INC.,
by
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Name:
Title:
[Seal]
Attest:
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CHEMICAL BANK DELAWARE,
as Trustee,
by
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Name:
Title:
[Seal]
Attest:
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amended by this Third Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
B. This instrument may be executed in any number
of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
C. This Third Supplemental Indenture shall be
deemed to be a contract under the laws of the State of New
York and for all purposes shall be governed by and construed
in accordance with the laws of said State.
IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplemental Indenture to be duly executed, and
their corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
XXXXX XXXXXX GROUP INC.,
by
-------------------------
Name:
Title:
[Seal]
Attest:
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CHEMICAL BANK DELAWARE,
as Trustee,
by
-------------------------
Name:
Title:
[Seal]
Attest:
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