EXHIBIT 6(a)
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IBF VI - SECURED LENDING CORPORATION,
AS ISSUER
AND
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 27, 2001
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$50,000,000
CURRENT INTEREST SUBORDINATED BONDS
ACCRETION SUBORDINATED BONDS
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FIRST SUPPLEMENTAL INDENTURE
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This First Supplemental Indenture (this "Supplemental Indenture"),
dated as of December 27, 2001, is by and between IBF VI - SECURED LENDING
CORPORATION, a Delaware corporation (herein called the "Company"), having its
principal office at 0000 Xxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, XX, and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York banking organization
(herein called the "Trustee").
RECITALS
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WHEREAS, the Company and the Trustee have entered into an Indenture
dated as of August 23, 2000 (the "Indenture"), pursuant to which the Company
proposes to issue an aggregate of $50,000,000 in principal amount of its Current
Interest Subordinated Bonds and Accretion Subordinated Bonds;
WHEREAS, the text of Section 1.01 of the Indenture states that the
Maturity Date (as such term is defined in the Indenture) may occur no later than
December 31, 2007;
WHEREAS, it is the intention of the parties to the Indenture that such
provision be amended to state that the Maturity Date may occur no later than
December 31, 2008, with respect to Securities issued on or after January 1,
2002;
WHEREAS, it is the intention of the parties to the Indenture to make a
conforming change to the table in Section 3.05 of the Indenture relating to the
penalties applicable to redemption at the option of Securityholders;
WHEREAS, Section 9.01(v) of the Indenture permits the Company and the
Trustee to enter into one or more indentures supplemental to the Indenture,
without the consent of any Securityholders, in order to, among other things,
"make any other change that does not adversely affect the rights of any
Securityholders hereunder";
WHEREAS, the amendment of the definition of Maturity Date and the
conforming change to Section 3.05 of the Indenture will not adversely affect the
rights of any Securityholders;
WHEREAS, the Company wishes to enter into this Supplemental Indenture
to amend such provisions; and
WHEREAS, the Trustee is willing to enter into this Supplemental
Indenture to amend such provisions;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the parties hereto agree as follows:
1. Defined Terms. All capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Indenture.
2. Effectiveness. This Supplemental Indenture shall be effective upon
the execution and delivery hereof by the parties hereto.
3. Amendment of Section 1.01. The definition of "Maturity Date" in
Section 1.01 is amended to read in its entirety as follows: "Maturity Date means
the date set forth in the related Prospectus supplement and transaction
statement, but in no event (i) later than December 31, 2007 with respect to
Securities issued on or prior to December 31, 2001, and (ii) in no event later
than December 31, 2008 with respect to Securities issued on or after January 1,
2002."
4. Amendment of Section 3.05. Section 3.05 shall be amended by adding
the following after the table at the conclusion of the current Section 3.05:
Notwithstanding the preceding paragraph (including the preceding table), for
bonds sold on or after July 23, 2001, the following redemption penalties shall
apply in lieu of those in the above table:
Redemption Penalty
Date of Redemption (percentage of Principal amount)
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December of first year after issuance and following June 10%
December of second year after issuance and following June 9%
December of third year after issuance and following June 8%
December of fourth year after issuance and following June 7%
December of fifth year after issuance and following June 6%
5. Miscellaneous.
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(a) The parties hereto shall do and perform or cause to be
done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any other party hereto may reasonably request in order to carry out the intent
and accomplish the purposes of this Supplemental Indenture and the consummation
of the transactions contemplated hereby.
(b) This Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Indenture, and shall form a part
thereof.
(c) This Supplemental Indenture shall be governed by and
construed in accordance with the law of the State of New York.
(d) Except as expressly amended hereby, all terms and
provisions of the Indenture shall continue to be and shall remain in full force
and effect, and the Securtiyholders shall be entitled to all of the benefits
thereof. This Supplemental Indenture shall not constitute a novation of the
Indenture, but shall constitute an amendment thereof.
(e) The section headings contained herein are for convenience
only and shall not affect the construction hereof.
(f) This Supplemental Indenture may be executed in one or more
counterparts, all of which taken together shall be deemed to constitute one and
the same instrument.
IN WITNESS WHEREOF, the Company and the Trustee have caused this First
Supplemental Indenture to be duly executed as of the date and year first above
written.
ATTEST: IBF VI - SECURED LENDING CORPORATION
/s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President Title: Chief Executive Officer
ATTEST: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
/s/ X.X. Xxxxx By: /s/ Xxxxxx Xxxxxx
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Name: X.X. Xxxxx Name: Xxxxxx Xxxxxx
Title: Senior Trust Officer Title: Chairman
