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EXHIBIT 4.2
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ENSTAR INC.
Subordinated Debentures
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FIRST SUPPLEMENTAL INDENTURE
Dated as of March ___, 1997
to
INDENTURE
Dated as of November 7, 1996
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National City Bank of Minneapolis
Trustee
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FIRST SUPPLEMENTAL INDENTURE, dated as of March __, 1997, to Indenture,
dated as of November 7, 1996, by and between ENStar Inc., a corporation duly
organized and existing under the laws of the state of Minnesota having its
principal office at 0000 Xxxx Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000
(herein called the "Company") and National City Bank of Minneapolis, a
corporation organized and existing under the laws of the state of Minnesota
having its principal office at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx
(herein called the "Trustee").
RECITAL.
The Company and the Trustee have heretofore executed and delivered that
certain Indenture, dated as of November 7, 1996 (herein referred the
"Indenture"), pursuant to which one or more series of subordinated debentures
(herein referred to as the "Debentures") have been and may be issued from time
to time. All terms used, but not otherwise defined, in this First Supplemental
Indenture shall have the meanings assigned to such terms in the Indenture.
The Company desires to amend the Indenture in order to increase the
aggregate principal amount of Debentures that may be issued pursuant to the
Indenture from $10,000,000 to $35,000,000.
Section 9.01 of the Indenture provides that Indenture may be amended
by the Company and the Trustee, without the consent of the Holders of
Debentures, to increase the aggregate principal amount of the Debentures that
may be authenticated and delivered under the Indenture.
All things necessary to make this First Supplemental Indenture a valid
and binding agreement of the Company and the Trustee and a valid amendment of
and supplement to the Indenture have been done.
NOW, THEREFORE, WITNESSETH:
For and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Debentures, as follows:
ARTICLE ONE
Section 2.02 of the Indenture is hereby amended to increase the
aggregate principal amount of the Debentures that may be authenticated and
delivered under the Indenture from $10,000,000 to $35,000,000.
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ARTICLE TWO
Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect.
This First Supplemental Indenture shall form a part of the Indenture for
all purposes, and every Holder of Debentures heretofore or hereafter
authenticated and delivered shall be bound hereby.
ARTICLE THREE
The Trustee makes no representation as to the validity or sufficiency
of this First Supplemental Indenture.
ARTICLE FOUR
The internal laws of the State of Minnesota shall govern this First
Supplemental Indenture.
ARTICLE FIVE
The 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 shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
ENSTAR INC.
By
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Name:
Title:
ATTEST NATIONAL CITY BANK OF
MINNEAPOLIS
By By
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Trust Officer Name:
Title:
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