EXHIBIT 4.2(b)
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (the "SUPPLEMENTAL INDENTURE"), dated as of
August 29, 2001, between Arris International, Inc. f/k/a ANTEC Corporation, a
Delaware corporation (the "COMPANY"), and The Bank of New York, a New York
banking corporation, as Trustee (the "TRUSTEE"), to the Indenture between the
Company and the Trustee, dated as of May 8, 1998, as amended or supplemented
from time to time (the "INDENTURE"). Capitalized terms not otherwise defined
herein shall have the meanings given such terms in the Indenture.
WITNESSETH:
WHEREAS, Section 9.1 of the Indenture provides that without the consent
of any Holder, the Company and the Trustee may enter into a supplement to the
Indenture for the purpose of curing any ambiguity, defect or inconsistency or
questions arising under the Indenture which shall not be inconsistent with the
provisions of the Indenture, provided that such action does not adversely affect
the interests of any Holder in any respect;
WHEREAS, the Indenture is ambiguous with respect to the use of the
defined but not used term "Designated Senior Debt" and undefined but used term
"Designated Senior Indebtedness"; and
WHEREAS, this Supplemental Indenture is being entered into to clarify
that the terms "Designated Senior Debt" and "Designated Senior Indebtedness" are
synonymous and that the term "Designated Senior Indebtedness" used throughout
the Indenture means the defined the term "Designated Senior Debt";
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows for the benefit of each other party and for the equal
and ratable benefit of the Holders of the Company's 4 1/2% Convertible
Subordinated Notes due 2003:
ARTICLE I
CLARIFICATION OF THE INDENTURE
Section 1.1 All occurrences in the Indenture of the phrase
"Designated Senior Indebtedness" shall be amended to read "Designated Senior
Debt."
ARTICLE II
EFFECTIVE TIME
Section 2.1 This Supplemental Indenture shall become effective
upon the last to occur of:
(a) execution of this Supplemental Indenture by the
parties; and
(b) receipt by the Trustee of an opinion of counsel of
the Company in the form required by the Indenture.
ARTICLE III
MISCELLANEOUS
Section 3.1 The Indenture, as amended and modified by this
Supplemental Indenture, is in all respects ratified and confirmed; this
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided; and all the terms, conditions, and
provisions of the Indenture shall remain in full force and effect, as amended
and modified hereby.
Section 3.2 THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.
Section 3.3 All parties may sign any number of copies or
counterparts of this Supplemental Indenture. Each signed copy or counterpart
shall be an original, but all of them together shall represent the same
agreement.
Section 3.4 The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed.
ARRIS INTERNATIONAL, INC.
f/k/a ANTEC CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxx XxXxxxxx
---------------------------------
Name: Xxxx XxXxxxxx
Title: Vice President
Agreed to and Acknowledged by ARRIS
GROUP, INC., obligor under the
conversion provisions of the Indenture
ARRIS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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