EXHIBIT 4.6
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Third Supplemental Indenture
Dated as of January 15, 2002
to
Indenture
dated as of December 1, 1995
XXXX'X CORPORATION
and
THE BANK OF NEW YORK,
as Trustee
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THIRD SUPPLEMENTAL INDENTURE, dated as of January 15, 2002 (the "Third
Supplemental Indenture"), between Xxxx'x Corporation, a corporation duly
organized and existing under the laws of the State of Wisconsin (the "Company"),
having its principal office at N56 X00000 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx,
Xxxxxxxxx 00000, and The Bank Of New York, a New York banking corporation, as
Trustee (the "Trustee") under the Indenture dated as of December 1, 1995 (the
"Original Indenture").
Recitals of the Company
The Company has executed and delivered to the Trustee the Original
Indenture dated as of December 1, 1995 (as supplemented and amended from time to
time, including by this Third Supplemental Indenture, the "Indenture"),
providing for the issuance from time to time of its unsecured debentures, notes
or other debt instruments (the "Securities") to be issued in one or more series
as provided in the Indenture.
It is provided in Section 9.1(6) of the Original Indenture that without
the consent of any Securityholder, the Company, when authorized by a Board
Resolution, and the Trustee may enter into a supplemental indenture to, among
other things, make any change that does not adversely affect the rights of any
Securityholder.
The Company desires to amend the Original Indenture as set forth below.
The amendments shall not apply to Outstanding Securities but shall be effective
as of the date of this Third Supplemental Indenture and shall apply to Series of
Securities that are created under the Indenture subsequent to the date hereof.
For consideration, the adequacy and sufficiency of which are hereby
acknowledged by the parties hereto, each party agrees as follows, for the
benefit of the other parties and for the equal and proportionate benefit of all
Holders of the Securities, as follows:
ARTICLE ONE
The amendments to the Indenture set forth below shall apply to Series
of Securities that are created under the Indenture subsequent to the date of
this Third Supplemental Indenture:
Amendments
Section 101. Article 6 of the Original Indenture shall be amended by
deleting Section 6.1(5) and replacing it in its entirety with the following:
(5) [Reserved.]
Section 102. Article 8 of the Original Indenture shall be amended by
deleting the first paragraph of Section 8.4 and replacing it in its entirety
with the following:
SECTION 8.4. Defeasance of Certain Obligations.
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Unless this Section 8.4 is otherwise specified pursuant to
Section 2.3.16 to be inapplicable to Securities of any Series, on and
after the 91st day after the date of the deposit referred to in
subparagraph (a) hereof, the Company may omit to comply with any term,
provision or condition set forth under Sections 4.2 (except as to
corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 5.1 (and the
failure to comply with any such provisions shall not constitute a
Default or Event of Default under Section 6.1), with respect to the
Securities of such Series, provided that the following conditions shall
have been satisfied:
Section 103. Article 9 of the Original Indenture shall be amended by
deleting the first paragraph of Section 9.2 and replacing it in its entirety
with the following:
SECTION 9.2 With Consent of Holders.
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The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a
majority in principal amount of the Outstanding Securities of each
Series affected by such supplemental indenture, for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Securityholders of each
such Series. Except as provided in Section 6.13, the Holders of a
majority in principal amount of the Outstanding Securities of each
Series affected by such waiver by notice to the Trustee may waive
compliance by the Company with any provision of this Indenture of the
Securities with respect to such Series.
ARTICLE TWO
Miscellaneous
Section 201. Capitalized terms used but not defined herein shall have
the respective meanings set forth in the Original Indenture.
Section 202. Except as supplemented and amended hereby, the Original
Indenture is in all respects ratified and confirmed, and all of the terms,
provisions and conditions thereof shall be and remain in full force and effect,
and this Third Supplemental Indenture and all of its provisions shall be deemed
a part thereof.
Section 203. This Third Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
Section 204. This Third Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
Delivery by telecopier of an executed signature page hereto shall be effective
as delivery of a manually executed counterpart hereof.
IN WITNESS WHEREOF, the Company and the Trustee have caused this Third
Supplemental Indenture to be executed as of the day and year first above
written.
XXXX'X CORPORATION
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Chief Operating Officer
THE BANK OF NEW YORK
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Vice President
