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EXHIBIT 4.8
AMRESCO, INC.,
Issuer
AND
FIRST INTERSTATE BANK OF TEXAS, NATIONAL ASSOCIATION,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of April 1, 1996
to
INDENTURE
Dated as of November 27, 1995
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$45,000,000
8% Convertible Subordinated Debentures Due 2005
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FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 1996, between
AMRESCO, INC., a Delaware corporation (the "Company"), and FIRST INTERSTATE
BANK OF TEXAS, NATIONAL ASSOCIATION, Trustee, (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee a certain indenture, dated as of November 27, 1996 (the "Indenture"),
pursuant to which $45,000,000 aggregate principal amount of 8% Convertible
Subordinated Debentures Due 2005 of the Company (collectively, the
"Debentures") were issued; and
WHEREAS the Company desires and has requested the Trustee to join with
it in the execution and delivery of this First Supplemental Indenture for the
purpose of amending Sections 201, 202, 203 and 305 of the Indenture in the
manner set forth below; and
WHEREAS, Section 901 of the Indenture provides that a supplemental
indenture may be entered into between the Company and the Trustee without the
consent of holders of Debentures for certain purposes; and
WHEREAS, the Company has furnished the Trustee with an Officer's
Certificate complying with the requirements of Section 102 of the Indenture and
stating that all conditions precedent provided for in the Indenture with
respect to this First Supplemental Indenture have been complied with; and
WHEREAS, the Company has furnished the Trustee with an Opinion of
Counsel complying with the requirements of Section 102 of the Indenture and
stating that in the opinion of such counsel all conditions precedent provided
for in the Indenture with respect to this First Supplement Indenture have been
complied with; and
WHEREAS, all things necessary to make this First Supplemental Indenture
a valid agreement of the Company and the Trustee and a valid amendment of and
supplement to the Indenture have been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Debentures by the holders thereof it is mutually covenanted and agreed for the
equal and proportionate benefit of all holders of the Debentures, as follows:
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Section 1.01 Amendment of Section 201 of the Indenture.
The first sentence of the first paragraph of Section 201 of the
Indenture is hereby amended by deleting therefrom the parenthetical "(in
addition to the legend set forth in Section 203 below)".
Section 1.02 Amendment of Section 202 of the Indenture.
The restrictive legend set forth entirely in capitalized letters set
forth below and comprising the first full paragraph of Section 202 of the
Indenture is hereby deleted in its entirety:
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES ACT
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THIS SECURITY
(THE "RESTRICTED PERIOD"), THE SALE, PLEDGE OR TRANSFER OF THIS
SECURITY AND THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED EACH IS
SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY
PURCHASING OR OTHERWISE ACQUIRING THIS SECURITY, ACKNOWLEDGES THAT
THIS SECURITY AND THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE
BENEFIT OF THE ISSUER THAT THIS SECURITY AND THE COMMON STOCK ISSUABLE
UPON CONVERSION OF THIS SECURITY WILL BEAR A COMPARABLE LEGEND AND MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE
STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE
OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE
RESTRICTED PERIOD, ONLY (A)(1) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (2) TO THE
COMPANY AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
THE STATES OF THE UNITED STATES.
Section 1.03 Amendment to Section 203 of the Indenture.
The eleventh full paragraph of Section 203 of the Indenture set forth
below is hereby deleted in its entirety:
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With respect to the registration of any proposed transfer of a
Security to any person who is not a U.S. Person as defined under
Regulation S promulgated under the Securities Act (a "Non-U.S.
Person"), the Security Registrar shall register the transfer of any
Security only if (A) the transferor furnishes to the Company and the
Security Registrar such certifications, legal opinions or other
information as they may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, (B) the proposed transferee has delivered to the
Security Registrar a certificate in a form satisfactory to the Company
and (C) an Officer of the Company approves the transfer in writing,
whereupon the Security Registrar shall reflect on its books and
records the date and amount transferred, and the Company shall execute
and the Trustee or the Authenticating Agent shall authenticate and
deliver one or more Securities of like tenor and amount.
Section 1.04 Amendment of Section 305 of the Indenture.
The seventh full paragraph of Section 305 of the Indenture set forth
below is hereby deleted in its entirety:
With respect to the registration of any proposed transfer of a
Security to any person who is not a U.S. Person as defined under
Regulation S promulgated under the Securities Act (a "Non-U.S.
Person"), the Security Registrar shall register the transfer of any
Security only if (A) the transferor furnishes to the Company and the
Security Registrar such certifications, legal opinions or other
information as they may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, (B) the proposed transferee has delivered to the
Security Registrar a certificate in a form satisfactory to the Company
and (C) an Officer of the Company approves the transfer in writing,
whereupon the Security Registrar shall reflect on its books and
records the date and amount transferred, and the Company shall execute
and the Trustee or the Authenticating Agent shall authenticate and
deliver one or more Securities of like tenor and amount.
ARTICLE TWO
Section 2.01 Defined Terms. All terms used in this First
Supplemental Indenture not otherwise defined herein shall have the meanings
ascribed thereto in the Indenture.
Section 2.02 Execution in Counterparts. This first Supplemental
Indenture may be executed in any number of counterparts. Each such counterpart
shall be an
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original, but such counterparts shall together constitute one and the same
instrument.
Section 2.03 Confirmation of Indenture. Except as amended and
supplemented hereby, all of the provisions of the Indenture shall remain and
continue in full force and effect and are hereby confirmed in all respects.
IN WITNESS WHEREOF, the Company has caused this First Supplemental
Indenture to be duly executed and the Trustee has caused this First
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
AMRESCO, INC.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Executive Vice President
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FIRST INTERSTATE BANK OF TEXAS,
NATIONAL ASSOCIATION, Trustee
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President
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