Exhibit 4(a)(6)
THIRD SUPPLEMENTAL INDENTURE, dated and effective as of August 28,
1998, between Texfi Industries, Inc., a Delaware corporation (the "Company") and
Norwest Bank Minnesota, National Association as successor Trustee (the
"Trustee"). Capitalized terms used herein without definition shall have the same
meanings herein as in the Indenture.
W I T N E S S E T H
WHEREAS, the Company and First Union National Bank of North Carolina
(the "Initial Trustee") are parties to an Indenture dated as of September 8,
1993 ("Indenture"), pursuant to which the Company may issue up to $34,500,000 in
principal amount of 8 3/4% Senior Subordinated Debentures due August 1, 1999;
and
WHEREAS, the Company and the Initial Trustee entered into a First
Supplemental Indenture dated March 10, 1995; and
WHEREAS, the Company and the Initial Trustee entered into a Second
Supplemental Indenture dated March 15, 1996; and
WHEREAS, the Company, the Initial Trustee and the Trustee entered
into a Tripartite Agreement dated as of August 14, 1998 pursuant to which the
Trustee replaced the Initial Trustee as the trustee under the Indenture; and
WHEREAS, Section 11.02 of the Indenture provides that the Company,
when authorized by a resolution of its Board of Directors, and the Trustee may
make certain amendments to the Indenture with the written consent of the
registered Holders of at least a majority in principal amount of the outstanding
Securities; and
WHEREAS, the Company desires to amend the Indenture as set forth
herein and such amendments may be made with the consent of the Holders of at
least a majority in principal amount of the outstanding Securities rather than
of each Securityholder;
WHEREAS, the Company, by resolutions duly adopted by its Board of
Directors on August 21, 1998, has been authorized to enter into this
Supplemental Indenture, and all acts, things and conditions prescribed by law
and by the Certificate of Incorporation and By-Laws of the Company to authorized
the execution of this Supplemental Indenture, and to make this Supplemental
Indenture a valid, binding and legal agreement have been duly performed, done
and complied with; and
WHEREAS, the consents of the Holders of record of the Securities
holding a majority in principal amount of outstanding Securities have been
obtained; and
WHEREAS, all other conditions precedent to the execution of this
Supplemental Indenture have been complied with;
NOW, THEREFORE, in consideration of the premises and of other good
and valuable considerations, receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
1. The Indenture is hereby amended by adding the following sentence to the end
of each of Sections 4.11 and 4.12 of the Indenture:
The Company is authorized to the extent it constitutes
New Debt, and without regard to any limitation set forth
above in this subsection, to incur indebtedness pursuant
to the agreement between the Company and Back Bay
Capital, LLC, dated as of August 28, 1998 and the
agreement among the Company, certain Financial
Institutions and BankBoston, N.A., as Agent, dated as of
August 28, 1998, (copies of which are annexed hereto) or
pursuant to any modification, amendment or supplement of
or to either such agreement, or pursuant to any
refinancings of the respective credit facilities
provided for therein; provided, in any such case that
the aggregate principal amount of all indebtedness
outstanding thereunder (excluding principal in the
nature of pay-in-kind interest thereon) does not at any
time exceed $58 million.
2. The Indenture is hereby amended by deleting Section 4.13 of the Indenture in
its entirety.
3. The Indenture is hereby amended by deleting the second paragraph of Section
8.02 of the Indenture.
4. The Indenture is hereby amended by deleting the words
"or Section 4.13" in the second line following the words "Section 8.01" and
preceeding the word "shall" in Section 3.07 of the Indenture.
5. Except as specifically modified herein, the Indenture shall remain in full
force and effect in accordance with its terms.
6. The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. This Third 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.
7. The recitals contained in this Third Supplemental Indenture shall be taken as
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 Third Supplemental Indenture.
-2-
8. This Third Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed, all as of the date first written above.
Texfi Industries, Inc.
By: Xxxxxx X. Xxxxxxxxx
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Title:Exec VP and CFO
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(SEAL)
ATTEST:
Xxxxxxx Xxxxxxx
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Secretary
Norwest Bank Minnesota,
National Association, as Trustee
By: Xxxxx Xxxxxxxxx
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Title: VP
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