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EXHIBIT 4.4
XXXXXX XXXXXXXXXXX
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XXXXX XXXXXX XXXX AND TRUST COMPANY
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 19, 1997
To
INDENTURE
Dated as of June 15, 1995
5-3/4% Convertible Subordinated Notes Due 2002
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FIRST SUPPLEMENTAL INDENTURE (hereinafter, the "First Supplemental
Indenture"), dated as of June 19, 1997, between ALTERA CORPORATION, a Delaware
corporation ("Altera Delaware"), and STATE STREET BANK AND TRUST COMPANY, a
trust company duly organized and existing under the laws of The Commonwealth of
Massachusetts, as successor in interest to the corporate trust business of THE
FIRST NATIONAL BANK OF BOSTON, a national banking association organized and
existing under the laws of the United States of America ("Bank of Boston"), and
Trustee under the Indenture (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, Altera Corporation, a California corporation ("Altera
California"), and Bank of Boston have heretofore entered into that certain
Indenture, dated as of June 15, 1995, providing for the issuance of 5-3/4%
Convertible Subordinated Notes Due 2002 (the "Notes"), in the aggregate
principal amount not to exceed Two Hundred Thirty Million Dollars ($230,000,000)
(such indenture, as supplemented or amended in accordance with its terms, herein
the "Indenture"); and
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of June
19, 1997, between Altera California and Altera Delaware, Altera California will
be merged with and into Altera Delaware (the "Merger"), with Altera Delaware as
the surviving corporation; and
WHEREAS, Sections 12.2 and 15.6 of the Indenture provide that upon
any merger (including the Merger) to which Altera California is a party and in
which Altera California is not the surviving corporation, the successor
corporation shall deliver to the Trustee a supplemental indenture containing
specified terms; and
WHEREAS, Section 11.1 of the Indenture provides that a supplemental
indenture authorized by the provisions of such Sections 12.2 and 15.6 may be
executed by the successor corporation and the Trustee without the consent of the
holders of the Notes at the time outstanding, notwithstanding the provisions of
Section 11.2 of the Indenture; and
WHEREAS, in accordance with Section 12.3 of the Indenture, Altera
Delaware has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that the Merger and this First Supplemental Indenture
comply with Article XII of the Indenture; and
WHEREAS, all acts and things necessary to constitute this First
Supplemental Indenture a valid and binding agreement for the purposes and
objects herein expressed, have been duly done and taken, and the execution and
delivery of this First Supplemental Indenture have been in all respects duly
authorized by Altera Delaware; and
WHEREAS, the foregoing recitals are made as statements of Altera
Delaware and not of the Trustee;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Altera Delaware
covenants and agrees with the Trustee for
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the equal and proportionate benefit of the respective Holders from time to time
of the Notes as follows:
Section 1. For purposes of this First Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires,
the capitalized terms and expressions used herein shall have the same meaning as
corresponding terms and expressions used in the Indenture.
Section 2. Altera Delaware hereby expressly assumes the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Notes and the due and punctual performance of the covenants and conditions
of the Indenture to be performed by Altera Delaware.
Section 3. Upon execution of this First Supplemental Indenture, the
Notes shall be convertible into shares of Common Stock of Altera Delaware,
rather than shares of common stock of Altera California, at an adjusted
Conversion Price of $25.585, subject to further adjustment as provided in
Article XV, and otherwise on the same terms and basis (and subject to the same
adjustments under the Indenture) as the Notes were convertible into common stock
of Altera California prior to the effectiveness of the Merger, and on and after
the effective time of the Merger references in the Indenture to "Common Stock"
shall be deemed to be references to Common Stock of Altera Delaware.
Section 4. The Trustee accepts the amendment of the Indenture effected
by this First Supplemental Indenture and agrees to execute the trusts created by
the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture.
Section 5. Except as hereby expressly amended, the Indenture and the
Notes issued thereunder are in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
Section 6. For all purposes of this First Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture.
Section 7. This First Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.
Section 8. This First Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 9. This First Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly signed, and their respective seals to be
hereunto affixed and attested, all as of the date first written above.
ALTERA CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Vice President-Finance, Chief
Financial Officer,
Attest:
/s/ C. Xxxxxxx Xxxxxxx
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STATE STREET BANK AND TRUST COMPANY,
as Trustee
By: /s/Xxxx Xxxxxxxx
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Title: Assistant Vice President
Attest:
/s/ Xxxxx X. Xxxxxxx
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Assistant Secretary
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