Exhibit 4(e)
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QUANTUM HEALTH RESOURCES, INC.
AND
FIRST TRUST NATIONAL ASSOCIATION,
Trustee
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Supplemental Indenture
Dated as of June 28, 1996
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To
Indenture, Dated as of October 8, 1993,
Between Quantum Health Resources, Inc. and
First Trust National Association, as Trustee,
Relating to $86,250,000 Aggregate Principal Amount
of 4 3/4% Convertible Subordinated Debentures Due October 1, 2000
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SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of June 28, 1996, between Quantum Health Resources,
Inc., a Delaware corporation (the "Company"), having its
principal office at Two Parkwood Crossing, Suite 500, 000 Xxxx
00xx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx, 00000, and First
Trust National Association, a Minnesota corporation, as Trustee
(the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee heretofore
executed and delivered an Indenture, dated as of October 8, 1993
(the "Indenture") (capitalized terms used but not otherwise
defined in this Supplemental Indenture shall have the meanings
ascribed to such terms in the Indenture); and
WHEREAS, pursuant to the Indenture, the Company issued
and the Trustee authenticated and delivered $86,250,000 aggregate
principal amount of the Company's 4 3/4% Convertible Subordinated
Debentures Due October 1, 2000 (the "Debentures"); and
WHEREAS, pursuant to the Amended and Restated Agreement
and Plan of Merger (the "Merger Agreement"), dated as of May 1,
1996, by and among Olsten Corporation, a Delaware corporation
("Olsten"), QHR Acquisition Corp., a Delaware corporation that is
a wholly-owned subsidiary of Olsten ("Merger Sub"), and the
Company, on June 28, 1996, Merger Sub was merged with and into
the Company (the "Merger"), with the Company as the surviving
corporation, and each issued and outstanding share of the
Company's Common Stock, par value $.01 per share ("Quantum Common
Stock"), other than such Quantum Common Stock held by
stockholders exercising dissenter's rights under the General
Corporation Laws of the State of Delaware, was converted into the
right to receive fifty-eight one hundredths (.58) of one share
(the "Conversion Number") of Olsten's Class B Common Stock, par
value $.10 per share ("Class B Stock"); and
WHEREAS, Section 13.11 of the Indenture provides that,
in the case of any merger of another Person into the Company
which results in the conversion of Quantum Common Stock, the
Person resulting from such merger shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of
each Debenture then outstanding shall have the right thereafter,
during the period such Debenture shall be convertible as
specified in Section 13.1 of the Indenture, to convert such
Debenture only into the kind and amount of securities, cash or
other assets receivable upon such merger by a holder of the
number of shares of Quantum Common Stock into which such
Debenture might have been converted immediately prior to such
merger; and
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WHEREAS, this Supplemental Indenture has been duly
authorized by all necessary corporate action on the part of the
Company; and
WHEREAS, the Company has delivered, or caused to be
delivered, to the Trustee, an Opinion of Counsel and Officers'
Certificate, each stating that this Supplemental Indenture
complies with the requirements of the Indenture.
NOW, THEREFORE, the Company hereby covenants and agrees
with the Trustee for the equal and proportionate benefit of all
Holders of the Debentures, as follows:
SECTION 1. Amendment of Certain Sections of Indenture.
Subject to the other provisions hereof, the Indenture is hereby
amended and supplemented in the following respects:
(a) Section 13.4 of the Indenture is hereby
amended and supplemented by adding the following at the end
thereof:
"(j) From and after the effective time of the
merger of QHR Acquisition Corp., a Delaware
corporation ("Merger Sub"), with and into the
Company pursuant to the Amended and Restated
Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 1, 1996, by and among
Olsten Corporation, a Delaware corporation
("Olsten"), Merger Sub and the Company, which
merger occurred on June 28, 1996, the Holder of
each Debenture then outstanding shall have the
right thereafter, during the period such Debenture
shall be convertible as specified in Section 13.1,
to convert each such Debenture only into the
number of shares of Olsten Class B Common Stock,
par value $.10 per share, obtained by multiplying
fifty-eight one hundredths (.58) by the number of
shares of Common Stock of the Company into which
such Debenture might have been converted
immediately prior to such merger, assuming such
holder of Common Stock of the Company is not a
Constituent Person or an Affiliate of a
Constituent Person, subject to such further
adjustments as may be required by the provisions
of this Indenture;" and
SECTION 2. Effect of Supplemental Indenture. Upon the
execution and delivery of this Supplemental Indenture by the
Company and the Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of
Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby.
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SECTION 3. Indenture Remains in Full Force and Effect.
Except as supplemented hereby, all provisions in the Indenture
shall remain in full force and effect.
SECTION 4. Indenture and Supplemental Indenture
Construed Together. This Supplemental Indenture is an indenture
supplemental to the Indenture, and forms a part of the Indenture
for all purposes.
SECTION 5. Conflict with Trust Indenture Act. If any
provision of this Supplemental Indenture limits, qualifies or
conflicts with any provision of Sections 310 through 317,
inclusive, of the Trust Indenture Act, which provision imposes
duties on any Person, the applicable provisions of Sections 310
through 317, inclusive, of the Trust Indenture Act shall control.
SECTION 6. Separability Clause. In case any provision
in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 7. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.
SECTION 8. Benefits of Supplemental Indenture, Etc.
Nothing in this Supplemental Indenture, express or implied, shall
give to any Person, other than the parties hereto and thereto and
their successors hereunder, any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture.
SECTION 9. Successors and Assigns. All covenants and
agreements in this Supplemental Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.
SECTION 10. Trustee Not Responsible for Recitals. 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.
SECTION 11. Certain Duties and Responsibilities of the
Trustee. In entering into this Supplemental Indenture, the
Trustee shall be entitled to the benefit of every provision of
the Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee, whether or not
elsewhere herein so provided.
SECTION 12. Governing Law. This Supplemental Indenture
shall be governed by and construed in accordance with the laws of
the State of New York.
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SECTION 13. Counterparts. This Supplemental Indenture
may be executed in 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as
of the date and year first above written.
QUANTUM HEALTH RESOURCES, INC.
By:/s/ Xxxx X. XxXxxxxxxx
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Title: Senior Vice President
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Attest:
By:/s/ Xxxxx X. Xxxxxxx
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Title: Senior Vice President--CFO
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FIRST TRUST NATIONAL ASSOCIATION
as Trustee
By:/s/ Xxx X. Xxxxxx
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Title: Vice President
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Attest:
By:/s/ X. Xxxxxxx
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Title: Assistant Secretary
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