EX 4.3
CHESAPEAKE CORPORATION
to
THE BANK OF NEW YORK,
Trustee
____________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of October 4, 1999
Supplementing the Indenture,
dated as of July 15, 1985
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SECOND SUPPLEMENTAL INDENTURE, dated as of October 4, 1999,
between CHESAPEAKE CORPORATION, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (herein
called the "Company"), having its principal office at TWO XXXXX
CENTER, 0000 XXXX XXXX XXXXXX, XXXXXXXX, XXXXXXXX 00000, and THE
BANK OF NEW YORK, a banking corporation organized and existing
under the laws of the State of New York (as successor to Sovran
Bank, N.A.), as Trustee (herein called the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee are parties to an
Indenture, dated as of July l5, 1985, as amended by a First
Supplemental Indenture thereto dated as of September 1, 1989
(collectively 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;
WHEREAS, Section 902 of the Indenture provides, among other
things, that with the consent of the Holders of not less than 51%
in principal amount of the Outstanding Securities of each series
affected, by Act of such holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may enter into an indenture supplemental to the
Indenture for the purpose of changing or eliminating any
provision of the Indenture, subject to certain limitations
therein set forth;
WHEREAS, the Company proposes, through a Restricted
Subsidiary, to enter into a joint venture with respect to its
commercial tissue business (the "Joint Venture"), and for such
Restricted Subsidiary to indemnify its Joint Venture partner with
respect to such partner's guarantee of certain indebtedness of
the Joint Venture;
WHEREAS, for the avoidance of doubt, the Company proposes by
this Second Supplemental Indenture to amend the Indenture in
certain respects with respect to each series of Outstanding
Securities and to waive certain provisions of the Indenture
potentially relating to the Joint Venture; and
WHEREAS, all things necessary to make this Second
Supplemental Indenture a valid agreement of the Company, in
accordance with its terms, have been done.
AGREEMENT
NOW, THEREFORE, the Company and the Trustee agree as
follows:
1. The first clause (2) of Section 1005 of the Indenture is
amended to read as follows:
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(2) will not permit any Restricted Subsidiary to
incur, issue or assume any unsecured Debt;
2. Section 801 of the Indenture is specifically confirmed as
having no applicability to the proposed Joint Venture, the
Holders of each series agreeing that the transfer by the Company
to the Joint Venture shall not constitute a conveyance or
transfer of all or substantially all the properties and assets of
the Company.
3. Except as modified herein, the Indenture, as heretofore
supplemented and amended, is ratified and confirmed in all
respects.
4. Capitalized terms used herein but not defined herein shall
have the respective meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, and their
respective seals to be hereunto affixed and attested, all as of
the date first above written.
[CORPORATE SEAL] CHESAPEAKE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Title: Senior Vice
President - Finance
and Chief Financial Officer
Attest:
/s/ X.X. Xxxxxx Xx.
X.X. Xxxxxx Xx.
Title: Secretary
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[CORPORATE SEAL] THE BANK OF NEW YORK
By: /s/ Xxxx Xxxx Xxxxxxx
Xxxx Xxxx Xxxxxxx
Title: Vice President
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XXXXXXXXXXXX XX XXXXXXXX
XXXX XX XXXXXXXX
Xx this 7th day of October, 1999, before me personally came
Xxxxxxx X. Xxxxxx, to me known, who, being by me duly sworn, did
depose and say that he is Senior Vice President - Finance and
Chief Financial Officer of CHESAPEAKE 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.
[SEAL] /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Notary Public
My Commission expires:
February 28, 0000
XXXXX XX XXX XXXX
XXXXXX XX XXX XXXX
Xx the 12th day of October, 1999, before me personally came
Xxxx Xxxx Xxxxxxx, to me known, who, being by me duly sworn, did
depose and say that he/she is a Vice President of THE BANK OF NEW
YORK, one of the corporations described in and which executed the
foregoing instrument; that he/she 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/she signed his/her
name thereto by like authority.
[SEAL] /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Notary Public
My Commission expires:
July 15, 2001
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