JPMORGAN CHASE BANK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 16, 2003
EXHIBIT 10.5.2
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CASE NEW HOLLAND INC.
as Issuer,
The GUARANTORS named herein
and
JPMORGAN CHASE BANK,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of September 16, 2003
to
INDENTURE
Dated as of August 1, 2003
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9-1/4% Senior Notes due 2011, Series A
9-1/4% Senior Notes due 2011, Series B
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FIRST SUPPLEMENTAL INDENTURE, dated as of September 16, 2003 (the
"Supplemental Indenture"), to the Indenture, dated as of August 1, 2003 (the
"Indenture") between CASE NEW HOLLAND INC., a Delaware corporation ("Case New
Holland"), the guarantors named therein and JPMORGAN CHASE BANK, a New York
banking corporation, as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, Case New Holland has duly authorized the execution and
delivery of the Indenture to provide for the issuance of both Series A and
Series B 9-1/4% Senior Notes due 2011 (the "Notes"); and
WHEREAS, Case New Holland originally issued on August 1, 2003,
$750,000,000 in aggregate principal amount of Notes under the Indenture (the
"Initial Notes");
WHEREAS, Case New Holland proposes to issue an additional $300,000,000
in aggregate principal amount of the Notes under the Indenture (the "New
Notes");
WHEREAS, Case New Holland desires and has requested the Trustee to join
it in the execution and delivery of this Supplemental Indenture as permitted by
Section 8.01 of the Indenture to amend certain definitions relating to the New
Notes;
WHEREAS, the Initial Notes and New Notes will be deemed to be part of
the same series of notes;
WHEREAS, the conditions set forth in the Indenture for the execution
and delivery of this Supplemental Indenture have been complied with;
WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement of Case New Holland and the Trustee, in accordance with its
terms, and a valid amendment of, and supplement to, the Indenture, have been
done;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein, Case New Holland agrees with the Trustee that the Indenture is
supplemented and amended, solely to the extent and for the purposes expressed
herein, as follows:
Section 1. Amendments to the Indenture.
Section 1.01 of the Indenture (Definitions) is hereby amended
by replacing the definition of "Registration Rights Agreement" with the
following:
"`Registration Rights Agreement' means (i) with respect to the
notes issued on August 1, 2003, the registration rights
agreement dated as of August 1, 2003 by and among Case New
Holland, the Guarantors and Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc., UBS Securities LLC, ABN AMRO
Incorporated, Banc of America Securities LLC, BNP Paribas
Securities Corp., ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇▇▇▇▇ Lynch,
Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇ ▇▇▇▇▇ Securities
Corporation and (ii) with respect to any issuance of
Additional Notes, the registration rights agreement relating
to such Additional Notes."
Section 2. Definitions.
Any capitalized term used herein and not otherwise defined
shall have the meaning assigned to such term in the Indenture.
Section 3. Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same instrument. Signature pages may be detached from
counterpart documents and reassembled to form duplicate executed originals.
Section 4. Governing Law.
This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, as applied to
contracts made and performed within the state of New York (including without
limitation, section 5-1401 of the New York General Obligations Law or any
successor statute). Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the state of New York in any action or proceeding
arising out of or relating to this First Supplemental Indenture.
Section 5. Execution as Supplemental Indenture
This First Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Indenture and, as provided in the Indenture,
this First Supplemental Indenture forms a part thereof. Except as herein
expressly otherwise defined, the use of the terms and expressions herein is in
accordance with the definitions, uses and constructions contained in the
Indenture.
Section 6. Responsibility for Recitals, Etc.
The recitals herein and in the New Notes (except in the Trustee's
certificate of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness thereof. The
Trustee makes no representations as to the validity or sufficiency of this First
Supplemental Indenture or of the New Notes. The Trustee shall not be accountable
for the use or application by the Company of the New Notes or of the proceeds
thereof.
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Section 7. Provisions Binding on Company's Successors.
All the covenants, stipulations, promises and agreements in this First
Supplemental Indenture contained by the Company shall bind its successors and
assigns whether so expressed or not.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and delivered as of the date first written above.
CASE NEW HOLLAND INC.
By: /s/
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Name:
Title:
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GUARANTORS:
CNH GLOBAL N.V.
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
CNH U.K. LIMITED
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
NEW HOLLAND HOLDING LIMITED
By: /s/
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Name:
Title:
Attest:
S-2
By: /s/
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Name:
Title:
CNH CANADA, LTD.
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
CNH AUSTRALIA PTY LTD
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
CNH BELGIUM N.V.
By: /s/
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Name:
Title:
Attest:
S-3
By: /s/
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Name:
Title:
NEW HOLLAND TRACTOR LIMITED N.V.
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
CNH DEUTSCHLAND GMBH
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
CNH TRADE N.V.
By: /s/
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Name:
Title:
Attest:
S-4
By: /s/
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Name:
Title:
FIATALLIS NORTH AMERICA, INC.
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
CASE, LLC
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
HFI HOLDINGS, INC.
By: /s/
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Name:
Title:
Attest:
S-5
By: /s/
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Name:
Title:
CNH INFORMATION TECHNOLOGY COMPANY LLC
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
NEW HOLLAND NORTH AMERICA, INC.
By: /s/
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Name:
Title:
Attest:
By: /s/
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Name:
Title:
BLI GROUP, INC.
By: /s/
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Name:
Title:
Attest:
S-6
By: /s/
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Name:
Title:
BLUE LEAF I.P., INC.
By: /s/
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Name:
Title:
Attest:
By: /s/
--------------------------------------
Name:
Title:
S-7
JPMORGAN CHASE BANK,
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
S-8