▇▇▇ ▇▇▇▇ CORPORATION
FIRST SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF FEBRUARY 18, 1999
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This First Supplemental Indenture (this "First Supplemental
Indenture"), dated as of February 18, 1999, is entered into by ▇▇▇ ▇▇▇▇
Corporation, a Delaware corporation ("the Company"), and Bank of Montreal Trust
Company, a New York banking corporation, as trustee (the "Trustee").
The Company and the Trustee are parties to an Indenture (the
"Indenture"), dated as of February 18, 1999, with respect to the Company's
$150,000,000 of 10 1/4% Senior Subordinated Debentures due 2010 (the
"Securities"). Capitalized terms used below and not otherwise defined in this
First Supplemental Indenture have the meanings given to them in the Indenture.
AMENDMENT OF THE INDENTURE AND REPLACEMENT OF THE SECURITY
The parties agree that (i) the cover page of the Indenture is amended
to change the number "$200,000,000" to "$150,000,000", (ii) the first sentence
of the second paragraph of the Indenture is amended to change the number
"$200,000,000" to "$150,000,000", (iii) the parenthetical in the first sentence
of the fourth paragraph in Section 2.02 of the Indenture is amended to change
the number "$200,000,000" to "$150,000,000", (iv) subsentence (iv) of the second
sentence of the definition of "Senior Debt" in Section 11.02 of the Indenture is
amended to change "The Villages at Desert Hills, Inc." to "The Villages at
Desert Hills, Inc. (now known as 'Anthem Arizona L.L.C.')", (v) the fourth
sentence of paragraph 4 of Exhibit A to the Indenture is amended to change the
number "$200,000,000" to "$150,000,000", (vi) subsentence (iv) of the second
sentence of paragraph 9 of Exhibit A to the Indenture is amended to change "The
Villages at Desert Hills, Inc." to "The Villages at Desert Hills, Inc. (now
known as 'Anthem Arizona L.L.C.')", (vii) the fourth sentence of paragraph 4 on
the back of the Security is amended to change the number "$200,000,000" to
"$150,000,000" and (viii) subsentence (iv) of the second sentence of paragraph 9
on the back of the Security is amended to change "The Villages at Desert Hills,
Inc." to "The Villages at Desert Hills, Inc. (now known as 'Anthem Arizona
L.L.C.')" (each, an "Amendment"). A replacement Security, amended as set forth
above, will be issued and delivered to the Trustee for authentication pursuant
to Section 2.02 of the Indenture, as amended by this First Supplemental
Indenture, and, upon such delivery and authentication, the original Security
held by the Trustee will be marked "canceled" and returned to the Company.
RELEVANT PROVISIONS OF THE INDENTURE
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Section 9.01 of the Indenture provides that:
"The Company and the Trustee may amend this Indenture
or the Securities without notice to or the consent of any
Securityholder:
(1) to cure any ambiguity, defect or
inconsistency. . .
* * *
(4) to make any change that does not
adversely affect the legal rights hereunder of any
Securityholder. . . ."
The Company represents and warrants to the Trustee that each Amendment
provided for above cures an ambiguity, defect or inconsistency in the Indenture
and does not, and the Amendments in the aggregate do not, affect the legal
rights of any Securityholder and may be adopted without notice to or the consent
of any Securityholder.
GENERAL PROVISIONS
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THE INDENTURE IS, AND THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE,
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS THEREOF.
This First Supplemental Indenture is a supplemental indenture pursuant
to Article 9 of the Indenture. Upon execution and delivery of this First
Supplemental Indenture, the Indenture shall be modified and amended in
accordance with this First Supplemental Indenture, and all the terms and
conditions of both shall be read together as though they constitute one
instrument, except that, in case of conflict, the provisions of this First
Supplemental Indenture will control.
The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
The parties have executed this Supplemental Indenture as of February
18, 1999.
▇▇▇ ▇▇▇▇ CORPORATION
By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Attest:
▇▇▇▇ ▇▇▇▇▇▇▇▇
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BANK OF MONTREAL TRUST COMPANY, as Trustee
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Attest:
/s/ Signature Illegible
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2
▇▇▇ ▇▇▇▇ CORPORATION
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
as of February 18, 1999
Bank of Montreal Trust Company
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Authentication Order
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Ladies and Gentlemen:
▇▇▇ ▇▇▇▇ Corporation (the "Company") hereby delivers to you for
issuance under the Indenture, dated as of February 18, 1999 (the "Indenture"),
between the Company and you, as Trustee ("Trustee"), as amended by the First
Supplemental Indenture, between the Company and you, as Trustee, its 10 1/4%
Senior Subordinated Debentures due 2010 (the "New Debentures"), in an aggregate
principal amount of $150,000,000, issued as a replacement for the 10 1/4% Senior
Subordinated Debentures due 2010 issued and sold pursuant to an Underwriting
Agreement, dated February 12, 1999, between the Company, on the one hand, and,
as underwriters, Warburg Dillon Read LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇
Barney Inc. and NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC (the "Old Debentures").
Pursuant to Section 2.02 of the Indenture, you, as Trustee, are hereby ordered
to cause to be authenticated $150,000,000 aggregate principal amount of the New
Debentures, each registered in such names and for the respective amounts as are
registered the Old Debentures, and to hold as custodian for The Depository Trust
Company or its designee, or deliver to such other registered holders of the Old
Debentures, the New Debentures when so authenticated and registered. At the same
time, you are further ordered to ▇▇▇▇ as canceled the Old Debentures and return
them to the Company.
Very truly yours,
▇▇▇ ▇▇▇▇ CORPORATION
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and General Counsel
The undersigned, as Trustee under the Indenture referred to above,
acknowledges receipt of the Debentures of the Company referred to in the
foregoing letter.
Dated: as of February 18, 1999 BANK OF MONTREAL TRUST
COMPANY, as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
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