SUPPLEMENTAL INDENTURE dated as of September 26, 1997 by and between General
DataComm Industries, Inc. (the "Company"), a Delaware corporation, and
Continental Stock Transfer & Trust Company (the "Trustee"), a New York
corporation, as Trustee under the Indenture hereinafter mentioned.
WHEREAS, by an Indenture dated as of May 1, 1997 (the "Indenture") between the
Company and the Trustee, the Company has provided for the potential issuance of
its 9% Convertible Subordinated Debentures due 2006 (the "Debentures"), in the
aggregate principal amount of $20,000,000 in exchange for the Company's 9%
Cumulative Convertible Exchangeable Preferred Stock, $1.00 par value ("9%
Preferred Stock") on or after September 30, 1998 in accordance with the
provisions of the 9% Preferred Stock and upon the terms and conditions stated in
the Indenture; and
WHEREAS, the Debentures have not been exchanged, executed, authenticated and
delivered, and none are now outstanding; and
WHEREAS, the Company and the Trustee desire to execute this Supplemental
Indenture pursuant to the provisions of Article Eleven of the Indenture; and
WHEREAS, all action required to make this Supplemental Indenture a valid and
binding instrument has been duly taken and performed;
NOW, THEREFORE, the Indenture is hereby amended and supplemented as hereinafter
provided.
SECTION 1. Section 2.01 of the Indenture is amended to read in its entirety as
follows:
"Amount, Authentication and Delivery of Debentures. If and only if the Company
is not obligated on any other outstanding debt securities, with respect to which
the Trustee is an indenture trustee, unless such securities rank pari passu with
the Debentures, the Company may from time to time after the execution of this
Indenture execute and deliver to the Trustee for authentication Debentures in an
aggregate principal amount not to exceed twenty million dollars ($20,000,000).
If and only if (i) the Trustee is not then acting as an indenture trustee with
respect to any other debt securities of the Company, unless they rank pari passu
with the Debentures, and (ii) the issuance of such Debentures comply with the
other requirements of this Indenture, shall the Trustee be obligated to
authenticate the Debentures thus executed and delivered to it by the Company.
Any request from the Company to the Trustee to authenticate Debentures
hereunder shall be accompanied by an Officers' Certificate certifying to, among
things, compliance with this Section 2.01. Notwithstanding anything contained in
Article Eleven, in the event the Trustee is acting as an indenture trustee for
debt securities which are senior to the Debentures, the Trustee agrees it will
resign as Trustee at the Company's request provided the Company has
simultaneously appointed a successor trustee and such successor trustee has
accepted such appointment."
SECTION 2. Section 12.01 of the Indenture is amended to read in its entirety as
follows:
"Company May Consolidate, etc. Nothing contained in this Indenture or in any of
the Debentures shall prevent any consolidation or merger of the Company with or
into any other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale
or conveyance (or successive sales or conveyances) of the property and assets of
the Company (or of its successor or successors) as an entirety or substantially
as an entirety, to any other corporation (whether or not affiliated with the
Company) authorized to acquire the same; provider, however, (a)(i) the Company
is the surviving corporation following such merger or (ii) the corporation (if
other than the Company) formed by such consolidation or into which the Company
is merged or the person which acquires by conveyance or transfer the properties
and assets of the Company is organized under the laws of the United States or
any state thereof or the District of Columbia assumes that, upon such
consolidation, merger, sale or conveyance, the due and punctual payment of the
principal of an interest on all of the Debentures, according to their tenor, and
the due and punctual performance and observance of all the terms, covenants and
conditions of this Indenture to be kept or performed by the Company, by
indenture supplemental hereto, satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation formed by such consolidation, or
into which the Company shall have been merged, or by the corporation which shall
have acquired such property and assets; (b) immediately after giving effect to
such transaction, no Event of Default and no event which, after notice or lapse
of time, or both, would become an Event of Default, shall have happened and be
continuing. In the event of any such sale or conveyance the predecessor Company
may be dissolved, wound up and liquidated at any time thereafter.
SECTION 3. Except as expressly otherwise provided herein, the terms and
provisions of the Indenture are confirmed and shall remain in effect.
SECTION 4. This Supplemental Indenture shall be simultaneously executed in
several counterparts, each of which shall be original and all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, General DataComm Industries, Inc. and Continental Stock
Transfer & Trust Company have caused this Supplemental Indenture to be signed
and acknowledged by their respective officers thereunto duly authorized, and
their respective corporate seals to be affixed, and attested by their respective
Secretaries as of the day and year first written above.
(Corporate Seal) GENERAL DATACOMM INDUSTRIES, INC.
Attest:________________ BY: /S/ X. X. Xxxxxxxx
Secretary Senior Vice President
(Corporate Seal) CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
Attest:_________________
Secretary BY: /S/____________________
Vice President
