Exhibit 4.3
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of
May 6, 1997, between EXIDE CORPORATION, a Delaware corporation (the "Company"),
and THE BANK OF NEW YORK, a New York banking corporation (the "Trustee").
WITNESSETH:
WHEREAS, in accordance with Section 9.2 of the Indenture, relating to the
12 1/4 % Senior Subordinated Deferred Coupon Debentures due 2004 of the Company,
dated as of December 17, 1992, between the Company and the Trustee, as amended
on January 3, 1995 and January 16,1996 (the "Indenture"), the Trustee, the
Company and the Holders of a majority in principal amount at maturity of the
Securities outstanding as of the date hereof desire to amend certain terms of
the Indenture as described below; and
WHEREAS, the Company has solicited consents from the Holders to the
amendments contained in this Supplemental Indenture (the "Solicitation") and the
Company has received consents from Holders of a majority in principal amount at
maturity of the Securities outstanding as of the date hereof; and
WHEREAS, concurrent with the Solicitation, the Company has offered to
purchase for cash on certain terms and conditions any and all of the outstanding
Securities from the Holders thereof (the "Offer"); and
WHEREAS, it is intended that this Supplemental Indenture become effective
upon acceptance for purchase by the Company pursuant to the Offer of the
Securities tendered into the Offer (the "Acceptance Date"); and
WHEREAS, all things necessary to make this Supplemental Indenture a valid
supplement to Indenture according to its terms and the terms of the Indenture
have been done:
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Certain Terms Defined in the Indenture. All capitalized terms
used herein without definition herein shall have the meanings ascribed thereto
in the Indenture.
SECTION 2 Deletion of Certain Definitions. The following definitions in
Section 1.1 of the Indenture are hereby deleted in their entirety:
Acquired Indebtedness
Average Life
Operating Lease
Permitted Liens
Plan
Principal Property
Restricted Payments
Series B Stock
Series C Stock
Series D Stock
SECTION 3 Amendment of Certain Definitions. The following definitions in
Section 1.1 of the Indenture shall be amended as indicated:
(A) Adjusted Consolidated Net Income. The text of clause (ii) of the
definition of Adjusted Consolidated Net Income shall be deleted in its
entirely.
(B) Investment. The following words shall be deleted in the eleventh and
twelfth lines of the definition of Investment: "and Section 4.4 of this
Indenture".
(C) Redeemable Stock. The following words shall be inserted in the
eighteenth and last lines of the definition of Redeemable Stock after the
word Indenture in both such lines: "as originally adopted and prior to any
amendment thereto".
(D) Refinancing. The following words shall be inserted in the sixth line
of the definition of Refinancing after the word Indenture: "as originally
adopted and prior to any amendment thereto".
(F) Senior Indebtedness. In the fifteenth line of the definition of
Senior Indebtedness, the words "this Section 1.1" shall be deleted and
replaced by the following words: "Section 1.1 of this Indenture as
originally adopted and prior to any amendment thereto".
(G) Transaction Date. In the fourth and fifth lines of the definition of
Transaction Date, the words "and, with respect to any Restricted Payment,
the date such Restricted Payment is to be made" shall be deleted.
SECTION 4 Deletion of Certain Covenants. The text of Sections 4.3
(Limitation on Indebtedness), 4.4 (Limitation on Restricted Payments), 4.5
(Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries), 4.6 (Limitation on Issuance of Capital Stock of Restricted
Subsidiaries), 4.7 (Limitation on Transactions with Shareholders and
Affiliates), 4.8 (Limitation on Liens) and 4.9 (Limitation on Senior
Subordinated Indebtedness) of the Indenture is hereby deleted in its entirety.
SECTION 5 Effectiveness. This Supplemental Indenture shall become
effective upon the Acceptance Date.
SECTION 6 Governing Law. This Supplemental Indenture shall be governed by
the laws of the State of New York.
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SECTION 7 Counterparts. This Supplemental Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
EXIDE CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx
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Title:
By: /s/ Xxxxxxx X. Xxxxxx
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Title:
THE BANK OF NEW YORK
By: /s/ Xxxx Xxxx Xxxxxxxxx
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Title: XXXX XXXX XXXXXXXXX
VICE PRESIDENT
