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EXHIBIT 4.6
AMENDMENT NO. 1 TO FIRST SUPPLEMENTAL INDENTURE
AMENDMENT NO. 1, dated as of November 25, 1998 (the
"Amendment"), to the FIRST SUPPLEMENTAL INDENTURE , dated as of October 20,
1998, (the "First Supplemental Indenture"), between COGENTRIX ENERGY INC. (the
"Company") and FIRST UNION NATIONAL BANK (the "Trustee"), supplementing that
certain Indenture, dated as of October 20, 1998, between the Company and the
Trustee (the "Base Indenture").
WHEREAS, the Company and the Trustee have entered into the
First Supplemental Indenture;
WHEREAS, Section 10.01(10) of the Base Indenture permits the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, to enter into one or more indentures supplemental thereto,
without the consent of any Holders, for any of the purpose of curing any
ambiguity or correcting or supplementing any provision therein which may be
defective; provided such other provisions do not adversely affect the interests
of the Holders of Outstanding Debt Securities of any series created prior to the
execution of such supplemental indenture in any material respect; and
WHEREAS, the Company and the Trustee desire to amend the First
Supplemental Indenture as provided herein.
NOW, THEREFORE, in consideration of the premises set forth
herein, the Company and the Trustee hereby agree that the First Supplemental
Indenture is, subject to the satisfaction of the condition referred to below,
amended as follows:
ARTICLE I
AMENDMENTS
SECTION 1.1 Section 1.1 of the First Supplemental Indenture is
hereby amended by deleting the definition of "Registration Agreement" therein
and replacing it with the following:
""Registration Agreement" means (i) the Registration
Agreement, dated October 20, 1998, between the Initial
Purchasers and the Company, as such agreement may be amended,
modified or supplemented from time to time, and (ii) any
substantially similar registration agreement entered into with
respect to any Subsequent Add-on Notes, as any such agreement
may be amended, modified or supplemented from time to time."
ARTICLE II
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MISCELLANEOUS
SECTION 2.1 This Amendment shall become effective upon the
execution and delivery hereof by the Company and the Trustee.
SECTION 2.2 Capitalized terms defined in the First
Supplemental Indenture or the Base Indenture and not otherwise defined herein
shall have the meanings assigned thereto in the First Supplemental Indenture or
the Base Indenture.
SECTION 2.3 This Amendment may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all of which counterparts together shall
constitute but one and the same instrument.
SECTION 2.4 This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 2.5 All references in the First Supplemental Indenture
to "this Agreement," "hereof," "herein" or the like shall mean and refer to the
First Supplemental Indenture as amended by this Amendment (as well as by all
other subsequent amendments, restatements, modifications and supplements
thereto).
SECTION 2.6 Except as expressly amended herein, the First
Supplemental Indenture shall continue to be, and shall remain, in full force and
effect in accordance with its terms.
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IN WITNESS WHEREOF, the Company and the Trustee have caused
this Amendment to the First Supplemental Indenture to be executed as of the day
and year first written above.
COGENTRIX ENERGY INC.
By: /s/ XXXXXX X. XXXXXXXX
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Title: Senior Vice President--
Finance and Treasurer
FIRST UNION NATIONAL BANK, as
Trustee
By: /s/ XXXXX XXXXX
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Title: Vice President
