SUPPLEMENTAL INDENTURE
Exhibit 4.b.iii
THIS SUPPLEMENTAL INDENTURE, dated as of November 30, 2006, between Masco Corporation, a
Delaware corporation (the “Company”), N. A. and the Bank of New York Trust Company, N. A. (“BNY”).
WHEREAS, the Company entered into an Indenture dated as of February 12, 2001 with Bank One
Trust Company, N. A. (the “Indenture”), under which X. X. Xxxxxx Trust Company, N. A. (“X. X.
Xxxxxx”) became the successor trustee;
WHEREAS, through its acquisition of X. X. Xxxxxx (the “Transaction”), effective October 1,
2006, BNY has become the successor trustee under the Indenture;
WHEREAS, Section 9.01(i) the Indenture provides for supplemental indentures to make changes,
provided such action does not adversely affect the interests of the holders of the Securities.
NOW, THEREFORE, the parties agree as follows:
1. Section 6.10 of the Indenture shall be amended by inserting the following as a new
subparagraph (g):
“(g) Notwithstanding the provisions of Section 6.12, in connection with any sale
or proposed sale of all or any portion of the corporate trust business of any Trustee
hereunder or any other transaction that would result in a change of control of such
corporate trust business, and provided that no Event of Default exists, the Company
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor trustee.
Any removal of the Trustee and appointment of a successor trustee pursuant to the
foregoing shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 6.11 and payment of any outstanding fees or expenses
due to the Trustee.”
2. BNY agrees that the amendment described in Paragraph 1 above will apply to the Transaction
and consents to the Company soliciting proposals for a successor trustee under the Indenture for
any or all of the securities issued and outstanding thereunder.
3. Except as hereinabove expressly set forth, all other terms and provisions set forth in the
Indenture shall remain in full force and effect and without any change whatsoever being made
hereby.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be executed and
acknowledged as of the date first written above.
| MASCO CORPORATION | ||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Vice President-Corporate | |||
| Development and Treasurer | ||||
[Seal]
Attest:
/s/ Xxxxxx X. Xxxxxxx, Xx.
|
||
Xxxxxx X. Xxxxxxx, Xx. |
||
Secretary |
State of Michigan )
) ss
County of Xxxxx )
On the 30th day of November, 2006, before me personally came Xxxx X. Xxxxxxxx, to me known,
who, being by me duly sworn, did depose and say that he is a Vice President of Masco Corporation,
the corporation described in and which executed the above instrument; that he knows the corporate
seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that
it was so affixed by authority of the Board of Directors of said corporation; and that he signed
his name thereto by like authority.
| /s/ Xxxxxxx X. Xxxxxx | ||
| Xxxxxxx X. Xxxxxx | ||
| Notary Public | ||
| Xxxxx County, Michigan | ||
| My Comm. Exp.: May 24, 2013 |
[NOTARIAL SEAL]
-0-
| XXX XXXX XX XXX XXXX | ||||
| TRUST | COMPANY, N. A. | |||
| By: | /s/ Xxxxxx X. Xxxxxx |
|||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[Seal]
Attest:
/s/ Xxxxxx Xxxxxx
|
||
Name: Xxxxxx Xxxxxx Title Vice President |
State of Illinois )
) ss
County of Xxxx )
On
the 30th day of November, 2006, before me personally came _____, to me
known, who, being by me duly sworn, did depose and say that he is a Vice President of The Bank of
New York Trust Company, N. A., the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like authority.
| /s/ Xxxxx Xxxx Xxxxxx | ||
| Notary Public | ||
| County, | ||
| My Comm. Exp.: |
[NOTARIAL SEAL]
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