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EXHIBIT 4.2
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THIS FIRST SUPPLEMENTAL INDENTURE, dated October 21, 1997, is
between XXXX-XxXXX CORPORATION, a Delaware corporation (hereinafter called the
"Corporation"), and CITIBANK, N.A., a national banking association duly
organized and existing under the laws of the United States of America, as
Trustee under the Indenture referred to below (hereinafter called the
"Trustee").
RECITALS
The Company and the Trustee are parties to an Indenture,
dated as of August 1, 1982 (the "Indenture"), relating to the issuance from
time to time by the Company of its Securities on terms to be specified at the
time of issuance. Capitalized terms herein, not otherwise defined herein, shall
have the meanings assigned to them in the Indenture.
The Company has duly authorized the execution and delivery of
this First Supplemental Indenture in order to (i) provide for the issuance of
Global Securities, (ii) provide for the defeasance of certain obligations, and
(iii) provide for the conformity of the Indenture to the Trust Indenture Act of
1939, as amended.
The Company has requested the Trustee and the Trustee has
agreed to join with it in the execution and delivery of this First Supplemental
Indenture.
Section 901(f) of the Indenture provides that the Company,
acting pursuant to a Board Resolution, and the Trustee, at any time and from
time to time, may enter into an indenture supplemental to the Indenture to make
such provisions in regard to matters or questions arising under the Indenture
which shall not adversely affect the interests of any Holders of Securities.
The Company has determined that this First Supplemental
Indenture complies with Section 901(f) and does not require the consent of any
Holders of Securities. On the basis of the foregoing, the Trustee has
determined that this First Supplemental Indenture is in form satisfactory to
it.
The Company has furnished the Trustee with an Officer's
Certificate and an Opinion of Counsel complying with the requirements of
Section 905 of the Indenture, stating that the execution of this First
Supplemental Indenture is authorized or permitted by the Indenture, and has
delivered to the Trustee a Board Resolution authorizing the execution and
delivery of this First Supplemental Indenture, together with such other
documents as may have been required by Section 102 of the Indenture.
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All things necessary to make this First Supplemental
Indenture a valid agreement of the Company and the Trustee and a valid
amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of Securities, as follows:
A. AMENDMENTS TO THE INDENTURE
1. The definition of "Board of Directors" set forth in
Section 101 of the Indenture is hereby deleted and replaced by the following:
"Board of Directors" means the board of directors of the
Company or any duly authorized committee of that board or any director or
directors and/or officer or officers of the Company to whom that board or
committee shall have duly delegated its authority.
2. The definition of "Board Resolution" set forth in Section
101 of the Indenture is hereby deleted and replaced by the following:
"Board Resolution" means (1) a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, or (2) a certificate signed by the director or
directors and/or officer or officers to whom the board of directors or any duly
authorized committee of that board shall have duly delegated its authority, in
each case delivered to the Trustee for the Securities of any series.
3. The definition of "Trust Indenture Act" set forth in
Section 101 of the Indenture is hereby deleted and replaced by the following:
"Trust Indenture Act" means the Trust Indenture act of 1939,
as amended by the Trust Indenture Reform Act of 1990, as in force at the date
as of which this instrument was executed, except as provided in Section 903.
4. Section 101 of the Indenture is hereby amended by adding
the following definition of "Global Security" after the definition of "Funded
Debt":
"Global Security" means a Security evidencing all or part of
a series of Securities, including, without limitation, any temporary or
permanent Global Securities.
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5. Section 101 of the Indenture is hereby amended by adding
the following definition of "U.S. Depositary" after the definition of "United
States":
"U.S. Depositary" means a clearing agency registered under
the Securities Exchange Act of 1934, as amended, or any successor thereto,
which shall in either case be designated by the Corporation pursuant to Section
301, until a successor U.S. Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "U.S. Depositary" shall
mean or include each Person who is then a U.S. Depositary hereunder, and if at
any time there is more than one such Person, "U.S. Depositary" as used with
respect to the Securities of any series shall mean the U.S. Depositary with
respect to the Securities of that series.
6. Section 102 of the Indenture is hereby amended by adding
in the first line of the second paragraph, after the word "certificate", the
following:
(other than certificates provided pursuant to Section 1006)
7. Section 107 of the Indenture is hereby deleted and
replaced by the following:
If any provision hereof limits, qualifies or conflicts with
the duties imposed by any of Sections 310 through 317, inclusive, of the Trust
Indenture Act through the operation of Section 318(c) thereof, such imposed
duties shall control.
8. Section 202 of the Indenture is hereby amended by
substituting "Authorized Signatory" for "Authorized Officer" under the
signature line of the form of Trustee's Certificate of Authentication.
9. Article Two of the Indenture is hereby amended by adding
Section 203 as follows:
Section 203. Securities in Global Form.
If any Security of a series is issuable in global form (a
"GLOBAL SECURITY"), such Global Security may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee and in such manner as shall be specified
in such Global Security. Any instructions by the Company with respect to a
Global Security, after its initial issuance, shall be in writing but need not
comply with Section 102.
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None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
10. Section 301(5) of the Indenture is hereby deleted and
replaced by the following:
(5) the place or places, if any, in addition to or instead of
the Corporate Trust Office of the Trustee, where the principal of (and premium,
if any) and interest on Securities of the series shall be payable; the extent
to which, or the manner in which, any interest payable on any Global Security
on an Interest Payment Date will be paid, if other than in the manner provided
in Section 307; the extent, if any, to which the provisions of the last
sentence of Section 1001 shall apply to the Securities of the Series; and the
manner in which any principal of, or premium, if any, on, any Global Security
will be paid, if other than as set forth elsewhere herein;
11. Section 301 of the Indenture is hereby amended by
deleting the word "and" from the end of Section 301(10), by renumbering Section
301(11) as Section 301(13), and by inserting new Sections 301(11) and 301(12)
as follows:
(11) provisions, if any, for the defeasance of Securities of
the series;
(12) whether the Securities of the series shall be issued in
whole or in part in the form of one or more Global Securities and, in such
case, the U.S. Depositary for such Global Security or Securities; the manner in
which and the circumstances under which Global Securities representing
Securities of the series may be exchanged for Securities in definitive form, if
other than, or in addition to, the manner and circumstances specified in
Section 307; and
12. Section 307 of the Indenture is hereby amended by adding
the following paragraphs at the end thereof:
If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the Trustee
shall, in accordance with Section 303 and the Company Order with respect to
such series, authenticate and deliver one or more Global Securities in
temporary or permanent form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more Global Securities,
(ii) shall be registered in the name of the U.S. Depositary for such Global
Security or Securities or the nominee of such depositary, and (iii) shall bear
a legend substantially to the following effect: "This Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor
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Depositary or a nominee of such successor Depositary, unless and until this
Security is exchanged in whole or in part for Securities in definitive form"
and such other legend as may be required by the U.S. Depositary.
Notwithstanding any other provision of this Section or
Section 307, unless and until it is exchanged in whole or in part for
Securities in definitive form, a Global Security representing all or a portion
of the Securities of a series may not be transferred except as a whole by the
U.S. Depositary for such series to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of such depositary or
by such depositary or any such nominee to a successor U.S. Depositary for such
series or a nominee of such successor depositary.
If at any time the U.S. Depositary for the Securities of a
series notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Securities of such series or if at any time the U.S.
Depositary for Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Securities of such series. If a
successor U.S. Depositary for the Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such condition, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.
The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.
If the Securities of any series shall have been issued in the
form of one or more Global Securities and if an Event of Default with respect
to the Securities of such series shall have occurred and be continuing, the
Company will promptly execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver Securities of such series in definitive form and
in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global
Security or Securities.
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If specified by the Company pursuant to Section 301 with
respect to Securities of a series, the U.S. Depositary for such series of
Securities may surrender a Global Security for such series of Securities in
exchange in whole or in part for Securities of such series in definitive form
on such terms as are acceptable to the Company and such depositary. Thereupon,
the Company shall execute and the Trustee shall authenticate and deliver,
without charge:
(i) to each Person specified by the U.S. Depositary a
new Registered Security or Securities of the same series, of
any authorized denomination as requested by such Person in an
aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security; and
(ii) to the U.S. Depositary a new Global Security in a
denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders
thereof.
Upon the exchange of a Global Security in whole for
Securities in definitive form, such Global Security shall be cancelled by the
Trustee. Securities issued in exchange for a Global Security pursuant to this
subsection (c) shall be registered in such names and in such authorized
denominations as the U.S. Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.
13. Section 608 of the Indenture is hereby deleted and
replaced by the following:
The Trustee for the Securities shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of
time required thereby. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act. In determining whether the Trustee
has a conflicting interest as defined in Section 310(b) of the Trust Indenture
Act with respect to the Securities of any series, there shall be excluded
Securities of any particular series of Securities other than that series.
14. Section 609 of the Indenture is hereby deleted and
replaced by the following:
There shall at all times be a Trustee hereunder which shall be
(i) a corporation organized and doing business under
the laws of the United States of America, any
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state thereof, or the District of Columbia, authorized under
such laws to exercise corporate trust powers, and subject to
supervision or examination by Federal or State authority, or
(ii) a corporation or other Person organized and doing
business under the laws of a foreign government that is
permitted to act a Trustee pursuant to a rule, regulation, or
other order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision
or examination by authority of such foreign government or a
political subdivision thereof substantially equivalent to
supervision or examination applicable to United States
institutional trustee,
having a combined capital and surplus of at least $50,000,000 and having its
Corporate Trust Office in the Borough of Manhattan, the City of New York, or
such other city as contemplated by Section 301 with respect to any series of
Securities. If such corporation publishes reports of condition at least
annually, pursuant to law or to requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under the common control with the Company shall
serve as Trustee for the Securities. If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereunder specified in this
Article.
15. Section 610(d)(1) of the Indenture is amended to:
() Delete the phrase "608(a)" after the word "Section" in
the first line thereof and to add the phrase in substitution for such deleted
phrase "310(b) of the Trust Indenture Act pursuant to Section 608 hereof."
() Add immediately after the word "months" in the fourth
line thereof the phrase ", unless the Trustee's duty to resign is stayed in
accordance with the provisions of Section 310(b) of the Trust Indenture Act."
16. Section 613(a) of the Indenture is hereby amended to
substitute the word "three" for the word "four" each time it appears therein.
17. Section 703(a) of the Indenture is amended to:
(a) Add the phrase "any of the following events which may
have occurred within the prior 12 months (but if no such event has occurred
within such period no report need be transmitted)" immediately after the word
"to" on the fourth line of subsection (a) of Section 703;
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(b) Add the phrase "any change to" immediately after (1)
and renumbered (4) and (5) of Section 703(a)(1),(4) and (5) and delete from
Section 703(a)(1) the phrase ", or in lieu thereof, if to the best of its
knowledge it has continued to be eligible and qualified under said Sections, a
written statement to that effect;"
(c) Add a new subsection (2) thereto, which will read in
its entirety as follows:
(2) The creation of any material change
to a relationship specified in Section 310(b)(1)
through Section 310(b)(10) of the Trust Indenture Act;
and renumber the following subsections accordingly.
18. Section 1006 of the Indenture is hereby amended to:
(a) Delete the reference to the following signatories
referred to beginning in the fifth line thereof: "Chairman or Vice Chairman of
the Board or the President or any Vice President of the Company and by the
Treasurer or the Secretary or any Assistant Secretary" and substitute in lieu
thereof a reference to the following signatories: "principal executive officer,
principal financial officer or principal accounting officer of the Company."
(b) Add the following sentence after the last sentence
thereof: "For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture."
19. The Indenture is hereby amended by adding Article 14 as
follows:
ARTICLE FOURTEEN
DEFEASANCE
Section 1401. Applicability of Article.
If, pursuant to Section 301, provision is made for the
defeasance of Securities of a series, then the provisions of this Article shall
be applicable except as otherwise specified pursuant to Section 301 for
Securities of such series.
Section 1402. Defeasance Upon Deposit of Moneys or U.S.
Government Obligations.
At the Company's option, either (a) the Company shall be
deemed to have been Discharged (as defined below) from its obligations with
respect to Securities of any series ("LEGAL DEFEASANCE OPTION") or (b) the
Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Sections 801, 1004, 1005, 1008 and 1009
with respect
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to Securities of any series (and, if so specified pursuant to Section 301, any
other obligation of the Company or restrictive covenant added for the benefit
of such series pursuant to Section 301) ("COVENANT DEFEASANCE OPTION") at any
time after the applicable conditions set forth below have been satisfied:
(1) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in
trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities of
such series (i) money in an amount, or (ii) U.S. Government
Obligations (as defined below) which through the payment of
interest and principal in respect thereof in accordance with
their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with
respect to (i) and (ii)) of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and
discharge each installment of principal (including any
mandatory sinking fund payments) of and premium, if any, and
interest on, the Outstanding Securities of such series on the
dates such installments of interest or principal and premium
are due;
(2) such deposit shall not cause the Trustee with
respect to the Securities of that series to have a
conflicting interest as defined in Section 608 and for
purposes of the Trust Indenture Act with respect to the
Securities of any series;
(3) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture
or any other agreement or instrument to which the Company is
a party or by which it is bound;
(4) if the Securities of such series are then listed
on any national securities exchange, the Company shall have
delivered to the Trustee an Opinion of Counsel or a letter or
other document from such exchange to the effect that the
Company's exercise of its option under this Section would not
cause such Securities to be delisted;
(5) no Event of Default or event (including such
deposit) which, with notice or lapse of time or both, would
become an Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date
of such deposit and, with respect to the legal defeasance
option only, no Event of Default under Section 501(e) or
Section 501(f) or event which with the giving of notice or
lapse of time, or both, would become an Event of Default
under Section 501(e) or Section 501(f) shall have occurred
and be continuing on the 91st day after such date; and
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(6) the Company shall have delivered to the Trustee an
Opinion of Counsel or a ruling from the Internal Revenue
Service to the effect that the Holders of the Securities of
such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit,
defeasance or Discharge.
Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 501(e) or Section 501(f) or event
which with the giving of notice or lapse of time, or both, would become an
Event of Default under Section 501(e) or Section 501(f) shall have occurred and
be continuing on the 91st day after the date of such deposit, the obligations
of the Company referred to under the definition of covenant defeasance option
with respect to such Securities shall be reinstated.
"DISCHARGED" means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by, and obligations
under, the Securities of such series and to have satisfied all the obligations
under this Indenture relating to the Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of (and premium, if any) and interest on such Securities when such
payments are due, (B) the Company's obligations with respect to the Securities
of such series under Sections 305, 306, 307, 1002 and 1403 and to the Trustee
under Section 607 and (C) the rights, powers, trusts, duties and immunities of
the Trustee hereunder.
"U.S. GOVERNMENT OBLIGATIONS" means securities that are
(i) direct obligations of the United States for the payment of which its full
faith and credit is pledged, or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government obligation held
by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of the
U.S. Government Obligation evidenced by such depository receipt.
Section 1403. Deposited Moneys and U.S. Government,
Obligations to Be Held in Trust.
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All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 1402 in respect of Securities of a series shall be
held in trust and applied by it, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon for principal (and premium, if any) and interest, if any,
but such money need not be segregated from other funds except to the extent
required by law.
Section 1404. Repayment to Company.
The Trustee and any Paying Agent shall promptly pay or return
to the Company upon Company Request any moneys or U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of (and premium, if any) and interest on the Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
1402.
The provisions of the last paragraph of Section 1003 shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Maturity of any series of
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 1402.
20. The Table of Contents of the Indenture is amended to
reflect the additions and deletions described in this First Supplemental
Indenture.
B. GENERAL PROVISIONS
1. The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of same, except for the recital indicating the Trustee's approval
of the form of this First Supplemental Indenture. The Trustee makes no
representation as to the validity of this First Supplemental Indenture.
2. This First Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts together shall constitute but one and the
same instrument.
3. All provisions of this First Supplemental Indenture shall
be deemed to be incorporated in, and made part of, the Indenture; and the
Indenture, as supplemented by this First Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.
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4. The Trustee accepts the trust created by the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
First Supplemental Indenture.
5. In case any provision in this First Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
6. Nothing in this First Supplemental Indenture, express or
implied, shall give to any Person, (other than the parties hereto, any Security
Registrar, any Paying Agent, and Authenticating Agent and their successors
under the Indenture, and the Holders of the Securities), any benefit or any
legal or equitable right, remedy or claim under the Indenture.
7. This First Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
XXXX-XXXXX CORPORATION
[CORPORATE SEAL] By:
Attest: Title: Executive Vice President
and Chief Financial Officer
Title: Assistant Secretary
CITIBANK, N.A.
as Trustee
[CORPORATE SEAL] By:
Attest: Title: Vice President
Title:
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STATE OF _______________)
: ss.:
COUNTY OF ______________)
On the _____ day of
_____________, 1997, before me personally came ___________________, to me
known, who, being by me duly sworn, did depose and say that he resides at
________________________________; that he is _____________________________ of
XXXX-XxXXX CORPORATION, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to 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.
-------------------------
Notary Public
NOTARIAL SEAL
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STATE OF _______________)
: ss.:
COUNTY OF ______________)
On the ___ day of
__________, 1997, before me personally came ______________, to me known, who,
being by me duly sworn, did depose and say that he resides at
_______________________; that he is ______________ of CITIBANK, N.A., one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to 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.
-------------------------
Notary Public
NOTARIAL SEAL
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XXXX-XXXXX CORPORATION
TO
CITIBANK, N.A.,
AS TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
DATED OCTOBER 21, 1997
SUPPLEMENTING AND AMENDING THE INDENTURE
DATED AS OF AUGUST 1, 1982
