FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.2
First
Supplemental Indenture (this “Supplemental Indenture”),
dated as of December 13, 2010,
between XXXXX-XXXXXX CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has heretofore entered into an Indenture, dated as of April 2, 2007 (the
“Indenture”), with the Trustee providing for the issuance of Securities of the Company in one or
more series; and
WHEREAS, the Company has heretofore issued Securities under the Indenture; and
WHEREAS, the Indenture permits the Company to issue additional series of Securities and
provide for the terms thereof; and
WHEREAS, Section 9.01(g) of the Indenture permits the Company and the Trustee to enter into
supplemental indentures without the consent of the Securityholders to establish the terms of a
series of Securities; and
WHEREAS, the Company has determined to amend the Indenture with respect to all Securities
issued subsequent to the date hereof to amend certain provisions of Section 5.02 of the Indenture;
and
WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding
agreement of the Company have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually
covenant and agree as follows:
ARTICLE I
AMENDMENTS TO THE INDENTURE
AMENDMENTS TO THE INDENTURE
1. Amendment of Section 5.01 of the Indenture. Section 5.01 of the Indenture is
hereby amended by deleting “$35 million” each place it appears in subsections (e) and (f) and
substituting “$50 million” therefore.
2. Amendment of Section 5.02 of the Indenture. Section 5.02 of the Indenture is
hereby amended by (a) deleting the words “Section 5.01(e) and Section 5.01(f)” in the parenthetical
beginning on the second line of said section and substituting the words “Section 5.01(g) and
Section 5.01(h)” therefor; and (b) deleting the words “Section 5.01(e) or Section 5.01(f)” on the
thirteenth line thereof and substituting the words “Section 5.01(g) or Section 5.01(h)” therefor.
ARTICLE II
MISCELLANEOUS
MISCELLANEOUS
1. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes with respect to Securities issued
after the date hereof, and
every Holder of Securities hereafter authenticated and delivered shall be bound hereby. For the
avoidance of doubt, this Supplemental Indenture shall not apply to any series of Securities issued
on or prior to the date hereof.
2. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3. Defined Terms. Unless otherwise defined herein, terms used herein shall have the
meanings set forth in the Indenture.
4. Counterparts. This Supplemental Indenture may be executed and delivered in any
number of counterparts, each of which when so executed and delivered shall be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.
5. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.
| XXXXX-XXXXXX CORPORATION |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Treasurer | |||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||||
| By: | /s/ Xxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
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