FIRST SUPPLEMENTAL
TRUST INDENTURE
ALLSTATE FINANCIAL CORPORATION, ISSUER
This First Supplemental Trust Indenture, dated as of March 11, 1999
(this "Supplemental Indenture"), is [executed by*] [made by and between**]
Allstate Financial Corporation (together with any successor to its rights,
duties and obligations hereunder, the "Issuer")[, and ___________ (together with
any successor trustee hereunder, the "Trustee")**].
WHEREAS, the Issuer has heretofore executed and delivered [those
certain 10% Convertible Subordinated Notes (the "Notes") in the principal sum of
$4,961,000.00 dated as of September 14, 1998, to which is attached Exhibit "A",
the terms and provisions thereof which shall constitute an Indenture in the
event of appointment of an Indenture Trustee*] [that certain Trust Indenture
dated as of September 14, 1998, together with those certain 10% Convertible
Subordinated Notes thereunder (the "Notes")**] (the "Indenture"); and
WHEREAS, the Indenture provides in Section 8.2 thereof that the Issuer,
when authorized by a resolution of the Board of Directors [and by the
Trustee**], may with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, add any
provisions to or change in any manner or eliminate any of the provisions of the
Indenture or of any supplemental indenture or modify in any manner the rights of
the Holders of the Notes, except under certain circumstances not applicable
herein; and
WHEREAS, the Issuer [and the Trustee**], with the consent of a majority
of the holders of the aggregate principal amount of the Notes outstanding, now
[desires*] [desire**] to amend the Indenture for the purpose of modifying
certain provisions of the Indenture regarding Section 3.16, entitled Earnings to
Debt Coverage; and
WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly and validly authorized in all respects by the Board of Directors of
the Issuer; and
NOW, THEREFORE, in consideration of the mutual understandings, promises
and agreements herein contained and other good and valuable consideration, the
sufficiency of which are hereby acknowledged, the Issuer [does*] [and Trustee
do**]covenant and agree hereby, for the equal and proportionate benefit of the
respective Holders from time to time of the Notes, as follows:
* Delete upon execution of the Form of Indenture by the Issuer and Trustee, if
named.
** Insert upon execution of the Form of Indenture.
Supplement - Allstate -1-
ARTICLE I
DEFINITIONS AND STATUTORY AUTHORITY
Section 1.1. Supplemental Indenture. This Supplemental Indenture is a
Supplemental Indenture and is adopted in accordance with Article 8 of the
Indenture.
Section 1.2. Definitions.
(A) Unless the context shall require otherwise, all defined terms contained
in the Indenture shall have the same respective meanings in this Supplemental
Indenture as such defined terms are given in the Indenture.
(B) As used in this Supplemental Indenture, except as otherwise
expressly provided or unless the context shall require otherwise:
(1) This "Supplemental Indenture" means this instrument as originally
executed or as it may, from time to time, be supplemented or amended by one or
more supplemental indentures hereto entered into pursuant to the applicable
provisions of the Indenture.
(2) All references in this instrument to designated "Articles," "Sections,"
and other subdivisions are to the designated Articles, Sections, and other
subdivisions of this instrument as originally executed.
Section 1.3. Indenture to Remain in Force. Except as amended by this
Supplemental Indenture, the Indenture shall remain in full force and effect as
to matters covered therein.
Section 1.4. Successors and Assigns. All covenants and agreements in this
Supplemental Indenture by the Issuer [and the Trustee**] shall bind the Holders
of the Notes, the Issuer, [the Trustee **] and their respective successors and
assigns, whether so expressed or not.
Section 1.5. Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture or in the Notes, express or implied, shall give any
Person, other than the parties hereto, their respective successors hereunder and
the Holders of the
Note, any benefit or any legal or equitable rights, remedy or claim under
this Supplemental Indenture.
Section 1.6. Governing Law. This Supplemental Indenture shall be construed
in accordance and governed by the laws of the State of Virginia.
* Delete upon execution of the Form of Indenture by the Issuer and Trustee, if
named.
** Insert upon execution of the Form of Indenture.
Supplement - Allstate -2-
ARTICLE II
AMENDMENTS TO INDENTURE
Section 2.1. Earnings to Debt Coverage. Section 3.16 of the Indenture is
deleted in its entirety and replaced in full by the following, which shall read
in its entirety as follows:
Section 3.16 Earnings to Debt Coverage. On the last day of
each fiscal quarter commencing with the fiscal quarter ended December 31, 1998,
the ratio of (A) EBIT to (B) total interest expense for (w) the fiscal quarter
ended December 31, 1998, (x) the fiscal two quarters ended March 31, 1999 (taken
as one accounting period), (y) the fiscal three quarters ended June 30, 1999
(taken as one accounting period), and (z) the four fiscal quarters (taken as one
accounting period) ended on the last day of each fiscal quarter commencing with
the fiscal quarter ended September 30, 1999, shall not be less than 1.5:1.
ARTICLE III
MISCELLANEOUS
Section 3.1. Ratification and Reaffirmation. The Issuer [and Trustee**]
hereby [ratifies and reaffirms*] [ratify and reaffirm**] all the terms and
conditions of the Indenture, as specifically amended and supplemented by this
Supplemental Indenture, and [each**] hereby
[acknowledges*] [acknowledge**] that the Indenture remains in full force
and effect, as so amended and supplemented.
Section 3.2. Execution and Counterparts. This Supplemental Indenture may be
executed in several counterparts, all of which shall constitute one and the same
instrument and each of which shall be, and shall be deemed to be, an original.
Section 3.3 Security Holder Consent. The consenting Security Holders will
execute this document solely to signify their consent to this Supplemental
Indenture.
IN WITNESS WHEREOF, the Issuer [has*] [and the Trustee each have**]
caused this Supplemental Indenture to be signed on its behalf by its duly
authorized representative, all as of the date first hereinabove written.
ALLSTATE FINANCIAL CORPORATION
By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
**[Indenture Trustee Signature]
* Delete upon execution of the Form of Indenture by the Issuer and Trustee, if
named.
** Insert upon execution of the Form of Indenture.
Supplement - Allstate -3-
Consent of Security Holders:
The below designated Security holders of the Indenture, by their
execution hereof, consent to the First Supplemental Trust Indenture.
VALUE PARTNERS, LTD.
By:_____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Managing Partner of ▇▇▇▇▇ & Partners
General Partner of Value Partners, Ltd.
* Delete upon execution of the Form of Indenture by the Issuer and Trustee, if
named.
** Insert upon execution of the Form of Indenture.
Supplement - Allstate -4-
