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EXHIBIT 4.4
AMERICAN SHARED HOSPITAL SERVICES
AND
FIRST INTERSTATE BANK OF CALIFORNIA,
AS TRUSTEE
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SUPPLEMENTAL INDENTURE NO. 2
Dated as of May 17, 1995
to
INDENTURE
Dated as of October 15, 1988
Providing for
$30,000,000 Senior Subordinated Exchangeable
Reset Notes Due October 15, 1996
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SUPPLEMENTAL INDENTURE NO. 2, dated as of May 17, 1995, between
American Shared Hospital Services, a California corporation (the "Company"), and
First Interstate Bank of California, a California corporation (the "Trustee").
WHEREAS, the Company and the Trustee executed an indenture (the
"Indenture"), dated as of October 15, 1988, providing for the issuance of up to
$30,000,000 in principal amount of the Company's Senior Subordinated
Exchangeable Reset Notes Due October 15, 1996 (the "Securities");
WHEREAS, the Company and the Trustee executed a Supplemental
Indenture (the "Supplemental Indenture"), dated as of October 15, 1989,
providing for a new interest rate and optional redemption provisions for the
Securities (the Indenture, as so modified by such Supplemental Indenture, is
referred to herein as the "Indenture");
WHEREAS, pursuant to Section 9.02 of the Indenture, the Company
and the Trustee may amend the Indenture or the Securities with the written
consent of the holders of at least a majority in principal amount of the then
outstanding Securities;
WHEREAS, the Company received from the holders of approximately
96% of the outstanding Securities written consents to the amendments to the
Indenture and the Securities effected hereby;
WHEREAS, the Company has determined that all the requirements
of law and the Articles of Incorporation and By-Laws of the Company and of the
Indenture have been fully complied with and all other acts and things necessary
to make this Supplemental Indenture No. 2 a valid, binding and legal agreement
enforceable in accordance with its terms and the terms of the Indenture have
been done and performed;
NOW, THEREFORE, in consideration of the premises, and to embody
the amendments set forth below, it is hereby agreed between the Company and the
Trustee as follows:
ARTICLE ONE
1. The Indenture is hereby amended to delete the following
sections: Section 4.05 (Restrictions on Dividends and
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Other Payments); Section 4.07 (Maintenance of Consolidated Net Worth); Section
4.11 (Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries); and Section 4.12 (Limitation on Creation of Indebtedness).
2. The Securities (the form of which is incorporated by
reference into the Indenture pursuant to Section 2.01 thereof) are hereby
amended to delete Sections 8 (Maintenance of Consolidated Net Worth) and 9
(Limitation on Creation of Indebtedness).
3. The amendment of the Indenture and the Securities effected
by this Supplemental Indenture No. 2 shall be evidenced upon the Securities
authenticated and delivered under the Indenture after the date of this
Supplemental Indenture No. 2 by placing on the face thereof a legend
substantially in the following form:
"The Indenture has been amended by a Supplemental Indenture
No. 2, dated as of May 17, 1995, which, among other things, deletes
certain covenants that limited the ability of the Company to pay
dividends and create indebtedness and required the Company to maintain a
specified minimum consolidated net worth. Reference is made to such
Supplemental Indenture No. 2 for a statement of the amended rights and
obligations of the Company and of the holders of the Securities."
At the demand of and without cost to the holder of any of
the Securities outstanding at the date of this Supplemental Indenture No. 2,
such outstanding Securities may be exchanged for Securities modified as set
forth in this paragraph 3 of like form and like denomination, upon surrender by
such holder to the Trustee of such outstanding Securities.
ARTICLE TWO
Except as expressly altered or amended by this Supplemental
Indenture No. 2, the Indenture and the Securities issued thereunder hereby are
ratified and confirmed and all the terms, provisions and conditions thereof
shall be and continue in full force and effect. The Indenture and this
Supplemental Indenture No. 2 shall be read, taken and construed as one and the
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same instrument and shall be binding upon the holders of all Securities.
ARTICLE THREE
This Supplemental Indenture No. 2 may be executed in any number
of counterparts, each of which when 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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SIGNATURES
Dated as of May 17, 1995 AMERICAN SHARED HOSPITAL
SERVICES
By: __________________________
Xxxxxx X. Xxxxx, M.D.
Chairman and
Chief Executive Officer
Attest: _____________________
Assistant Secretary
Dated as of May 17, 0000 XXXXX XXXXXXXXXX XXXX
XX XXXXXXXXXX, as Trustee
By: __________________________
Vice President
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