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EXHIBIT (c)(2)
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HEALTHSOURCE, INC.
Issuer
AND
THE BANK OF NEW YORK
Trustee
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 3, 1996
TO
INDENTURE
DATED AS OF MARCH 6, 1996
5% CONVERTIBLE SUBORDINATED NOTES DUE 2003
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FIRST SUPPLEMENTAL INDENTURE dated as of June 3, 1996, between
HEALTHSOURCE, INC., a New Hampshire corporation (the "Company"), and THE BANK OF
NEW YORK, a New York banking corporation (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and delivered
a certain indenture dated as of March 6, 1996 (the "Indenture"), pursuant to
which 5% Convertible Subordinated Notes Due 2003 (the "Notes") in an aggregate
principal amount of $247,250,000 have been issued;
WHEREAS, Section 10.1(f) of the Indenture provides, among other things,
that, without the consent of the holders of the Notes, the Company, when
authorized by Board Resolutions, and the Trustee, may enter into an indenture
supplemental to the Indenture to cure any ambiguity or to correct or supplement
any provision contained therein or in any supplemental indenture that may be
defective or inconsistent with any other provision contained therein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under the Indenture that shall not adversely affect the
interests of the holders of the Notes;
WHEREAS, the Company and the Trustee join in the execution of this First
Supplemental Indenture for the purpose of amending certain provisions of the
Indenture as hereinafter set forth;
WHEREAS, the execution and delivery of this First Supplemental Indenture
has been authorized by Board Resolutions and the Trustee; and
WHEREAS, all conditions precedent and requirements necessary to make this
First Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been complied with, performed and fulfilled and
the execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and intending to be legally bound
hereby, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all holders of the Notes, as follows:
ARTICLE I.
AMENDMENTS
SECTION 1.1 The first sentence of the fifth paragraph of Section 14.2 of
the Indenture is hereby amended to read as follows:
"Any Note or portion thereof surrendered for conversion during the period
from the close of business on the record date for any interest payment date
through the opening of business on the next succeeding interest payment date
shall (unless such Note or portion thereof being converted shall have been
called for redemption on a date during the period from the close of business on
or after any record date to the opening of business on the business day
following the corresponding payment date) be accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest otherwise payable
on such interest payment date on the principal amount being converted; provided,
however, that no such payment need be made if there shall exist at the time of
conversion a default in the payment of interest on the Notes.
SECTION 1.2 The second sentence of the thirteenth paragraph within the
"FORM OF REVERSE OF NOTE" portion of Exhibit A of the Indenture (which paragraph
begins "Subject to the provisions of the Indenture") is hereby amended to read
as follows:
"No adjustment in respect of interest or dividends will be made upon any
conversion; provided that if this Note shall be surrendered for conversion
during the period from the close of business on any record date for the payment
of interest through the opening of business on the next succeeding interest
payment date, this Note (unless it or the portion being converted shall have
been called for redemption on a date during the period from the close of
business on or after any record date to the opening of business on the business
day
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following the corresponding payment date) must be accompanied by an amount, in
funds acceptable to the Company, equal to the interest payable on such interest
payment date on the principal amount being converted."
SECTION 1.3 The second sentence of the thirteenth paragraph within the
"FORM OF REVERSE OF RESTRICTED GLOBAL NOTE" portion of Exhibit B of the
Indenture (which paragraph begins "Subject to the provisions of the Indenture")
is hereby amended to read as follows:
"No adjustment in respect of interest or dividends will be made upon any
conversion; provided that if this Restricted Global Note shall be surrendered
for conversion
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.
HEALTHSOURCE, INC.
By /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
Attest:
/S/ XXXX X. XXXXXXXXXX
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Name: Xxxx X. Xxxxxxxxxx
Title: Secretary
THE BANK OF NEW YORK
as Trustee
By XXXXXXX FIRRINCIELE
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Name: Xxxxxxx Firrinciele
Title: Assistant Vice President
Attest:
/s/ XXXXX XXXX
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Name: Xxxxx Xxxx
Title: Assistant Treasurer
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