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EXHIBIT 4.3
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NORTH STAR UNIVERSAL, INC.
AND
ENSTAR INC.
TO
NATIONAL CITY BANK OF MINNEAPOLIS,
Trustee
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SUPPLEMENTAL INDENTURE
TO
Indenture Dated as of December 1, 1986
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Dated as of November _, 1996
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This SUPPLEMENTAL INDENTURE is dated as of November _, 1996, by and
among North Star Universal, Inc., a corporation duly organized and existing
under the laws of the state of Minnesota, having its principal office at 0000
Xxxx Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000 (herein called the
"Predecessor") and ENStar Inc., a corporation duly organized and existing under
the laws of the state of Minnesota and a wholly owned subsidiary of Predecessor,
having its principal office at 0000 Xxxx Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxx
00000 (herein called the "Successor"), and National City Bank of Minneapolis, a
national banking association, having its principal office at 000 Xxxxxxxx Xxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000 (herein called the "Trustee").
RECITALS
A. The Predecessor has heretofore executed and delivered to the Trustee
a certain indenture, dated as of December 1, 1986 (herein called the
"Indenture"), pursuant to which one of more series of subordinated debentures,
notes or other evidences of indebtedness of the Predecessor (herein called the
"Securities") have been and may be issued from time to time. All terms used
in this Supplemental Indenture which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
B. Predecessor and Successor have agreed that the Predecessor will
assign to the Successor certain assets of Predecessor and the Successor will
assume certain liabilities of the Predecessor, including the liabilities and
obligations of the Predecessor under the Indenture.
C. The Indenture provides that the Predecessor shall not assign all or
substantially all of its assets to any corporation, unless the corporation to
which the conveyance has been made shall assume by supplemental indenture the
obligations of the Predecessor under the Securities and the Indenture, and
further provides that a supplemental indenture may be entered into by the
Predecessor and the Trustee, without the consent of Holders, to supplement the
Indenture to effect the assumption by the Successor of all the obligations of
the Predecessor under the Securities and the Indenture.
D. All things necessary to make this Supplemental Indenture a valid
agreement of the Predecessor, the Successor and the Trustee and a valid
amendment of and supplement to the Indenture have been done.
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NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:
ARTICLE ONE
The Successor hereby assumes all of the obligations of the Predecessor
under the Indenture and the Securities, including the due and punctual payment
of the principal of (and premium, if any) and interest on all the Securities
and the performance and observance of every covenant of the Indenture on the
part of the Predecessor to be performed or observed.
ARTICLE TWO
A. All references in the Indenture and Exhibit A thereto to North Star
Universal, Inc., are hereby amended to refer to ENStar Inc.
B. All references in the Indenture to the Company are hereby deemed to
refer to the Successor.
C. All other terms and conditions of the Indenture remain as
originally stated.
ARTICLE THREE
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first above
written.
NORTH STAR UNIVERSAL, INC.
By
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Its
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ENSTAR INC.
By
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Its
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NATIONAL CITY BANK OF
MINNEAPOLIS,
as Trustee
By
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Its
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