SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of July 1, 1998, between TELMARK INC.,
a New York corporation (the "Company"), TELMARK LLC, a Delaware limited
liability company (the "Successor Company") and MANUFACTURERS AND TRADERS TRUST
COMPANY, a New York banking corporation, as successor by merger to OnBank &
Trust Company (the "Trustee").
Background
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1. The Company and the Trustee are parties to an Indenture dated as of
September 30, 1993 (the "Indenture") and a Supplemental Indenture dated as of
June 30, 1998 (the "First Supplemental Indenture") relating to certain
Subordinated Debentures of issued by the Company (the "Debentures").
2. Section 5.01 of the Indenture, as amended by the First Supplemental
Indenture, provides that the Company shall not consolidate or merge into, or
transfer or lease all or substantially all of its assets to any person unless:
(1) the person is a corporation or a limited liability
company in either case organized and existing under the
laws of the United States or any state thereof;
(2) the person assumes by supplemental indenture of the
Company under the Debentures and this Indenture; and
(3) immediately after the transaction no Default exists.
3. The Company and the Successor Company have entered into an agreement
pursuant to which the Company will be merged with and into the Successor
Company, with the Successor Company being the surviving entity.
4. In accordance with Section 5.01(3) of the Indenture, as amended by
the First Supplemental Indenture, the Successor Company intends by this
Supplemental Indenture to assume all of the obligations of the Company under the
Debentures and the Indenture.
Each party agrees as follows for the benefit of the other party and to
the equal and ratable benefit of the holders of the Debentures:
Section 1. The Successor Company hereby assumes all the obligations of
the Company under the Debentures and the Indenture.
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Section 2. The form of Debenture attached to the Indenture as Exhibit A
is amended to substitute "Telmark LLC" for "Telmark Inc." wherever such words
appear therein. Each reference to the Company in the Indenture and the
Debentures shall be deemed to refer to the Successor Company, as successor by
merger to the Company.
SIGNATURES:
Dated: July 1, 1998 TELMARK INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant Secretary
Dated: July 1, 1998 TELMARK LLC
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant Secretary
Dated: July 1, 1998 MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant Vice President
Attest:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trust Officer
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