XXXXX FOODS INC.
AND
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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SUPPLEMENT NO. 1 DATED AS OF FEBRUARY 8, 1996
TO
INDENTURE
Dated as of April 7, 1993
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11% Senior Notes due 2000
THIS SUPPLEMENT NO. 1, dated as of February 8, 1996, amends that
certain INDENTURE, dated as of the 7th day of April, 1993 (the "Indenture"),
between Xxxxx Foods Inc., a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter sometimes referred to as the
"Company") and Continental Stock Transfer & Trust Company, a New York
corporation (hereinafter sometimes referred to as the "Trustee").
WITNESSETH:
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WHEREAS, for its lawful corporate purposes, pursuant to the Indenture,
the Company has duly authorized an issue of its 11% Senior Notes due 2000
(hereinafter referred to as the "Notes"), of which there are approximately
$19,764,970 aggregate principal amount outstanding as of the date hereof
(Including Secondary Notes).
WHEREAS, the holders of record in excess of a majority of the
outstanding Notes have requested that the Trustee amend and modify the Indenture
in respects hereinafter set forth and have consented to this Supplement No. 1
have requested that the Trustee enter into the same pursuant to the annexed
consent and direction.
NOW, THEREFORE, it is agreed as follows:
1. Section 1.01 of the indenture is modified by adding the following
defined term to such Section after the definition of "Responsible Officer"
therein contained.
"Xxxxx Affiliate Debt" means (i) xxx Debt owed to Xxxxx Xxxxx arising under
or in respect of an Amended and Restated Contractual Agreement, dated
December 1, 1992, between Xxxxx Foods Inc, and Xxxxx Xxxxx ( and any and
all guarantees thereof by any Subsidiary of the Company) in the principal
amount of $124,000, plus accrued interest thereon and (ii) and Debt owed to
Xxxxxxx Xxxxx arising under or in respect of an Amended and Restated
Contractual Agreement, dated October 13, 1992, between Xxxxx Foods inc, and
Xxxxxxx Xxxxx (and any and all guarantees thereof by any Subsidiary of the
Company) in the principal amount of $131,000 plus accrued interest thereon.
2. Section 7.01 (e) of the Indenture is amended and restated in its
endrety to read as follows:
(e) the continuance of any default, whether or not in respect of
payment, with respect to xxx Debt of the Company or any Subsidiary of the
Company of the type specified in clauses (i), (ii), (iii) and (iv) of the
definition of Debt (other than a default under the Xxxxx Affiliate Debt and
other than any cross-defaults under any other Debt that arises by reason of
a default under the Xxxxx Affiliate Debt and other than any cross-defaults
under any other Debt that arises by reason of a default under the Xxxxx
Affiliate Debt, which are excluded from the operation of this clause (a))
after the expiration of any applicable period of grace or opportunity to
cure, including, without limitation, under either of the Replacement Credit
Agreements: or
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IN WITNESS WHEREOF, Xxxxx Foods Inc, has caused this Indenture to be
signed and acknowledged by its Chairman of the Board, President or one of
its Vice Presidents and Continental Stock Transfer & Trust Company has
caused this Indenture to be signed and acknowledged by one of its officers,
all as of the day and year first written above.
XXXXX FOODS INC,
By: /s/
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By: /s/
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Title: Vice President
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