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XXXXXX FINANCIAL, INC.
AND
STATE STREET BANK AND TRUST COMPANY
Trustee
______________________
SECOND SUPPLEMENTAL INDENTURE
______________________
Dated as of November 17, 1997
______________________
Senior Securities
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SECOND SUPPLEMENTAL INDENTURE dated as of November 17, 1997 between XXXXXX
FINANCIAL, INC., a Delaware corporation (the "Company"), and STATE STREET BANK
AND TRUST COMPANY, as Trustee (the "Trustee").
PRELIMINARY STATEMENTS
A. The Company has entered into an Indenture dated as of September 1,
1995, with State Street Bank and Trust Company, as Trustee, as successor to
Shawmut Bank Connecticut, National Association, as amended by a First
Supplemental Indenture, dated as of October 13, 1995, pursuant to which the
Company, from time to time, will issue Senior Securities (as amended, the
"Indenture"). The Company and the Trustee now wish further to amend the
Indenture as set forth herein and below.
B. All things necessary to make this Second Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the successor Trustee and its successors in such trust, for the
benefit of those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Amendments to the Indenture. The terms of the Indenture are hereby amended
as follows:
The definition of "Exchange Rate Agent" in Section 1.01 of the Standard
Provisions is hereby deleted in its entirety and there is inserted in its place
the following new definition:
"Exchange Rate Agent" means the bank, banking corporation or trust
company, if any, from time to time selected by the Company for
purposes of Section 3.12.
2. Additional Provisions.
a. All capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Indenture.
b. Except as amended hereby, the terms of the Indenture shall remain
unchanged.
IN WITNESS WHEREOF, XXXXXX FINANCIAL, INC. has caused this Second
Supplemental Indenture to be signed in its corporate name by its authorized
officer, and its corporate seal to be affixed hereto, and the same to be
attested by the signature of its Secretary or an Assistant Secretary, and STATE
STREET BANK AND TRUST COMPANY, in evidence of its acceptance of the trust hereby
created, has caused this Second Supplemental Indenture to be signed in its
corporate name by one of its Authorized Officers, and its corporate seal to be
affixed hereto, and the same to be attested by one of its Assistant Secretaries,
as of the day and year first above written.
XXXXXX FINANCIAL, INC.
By: Xxxxxxx O'X. Xxxxxx
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Its: Senior Vice President & Treasurer
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[SEAL]
Attest:
Xxxx X. Xxxxxxxx
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STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: Xxxx X. Xxxxxxxx
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Its: Vice President
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[SEAL]
Attest:
X. Xxxxxxxx
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2
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 17th day of November, 1997, before me personally came Xxxxxxx O'X.
Xxxxxx, to me known, who, being by me duly sworn, did depose and say that he is
an authorized officer of XXXXXX FINANCIAL, INC., one of the corporations
described in and which executed the above instrument; that he knows the seal of
such corporation; that the seal affixed to such instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of such
corporation; and that he signed his name thereto by like authority.
Xxxx X. Xxxxxxxx
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Notary Public
[SEAL]
STATE OF Connecticut )
) ss.:
COUNTY OF Hartford )
On the ______ day of November, 1997, before me personally came Xxxx X
Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
is an authorized officer of STATE STREET BANK AND TRUST COMPANY, one of the
corporations described in and which executed the above instrument; that he knows
the seal of such corporation; that the seal affixed to such instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
such corporation; and that he signed his name thereto by some like authority.
Xxxxx X. XxXxxxx
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Notary Public
[SEAL]
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