Exhibit 4(b)(i)
THE ANDERSONS
AND
THE FIFTH THIRD BANK OF NORTHWESTERN OHIO, N.A.,
Trustee.
__________________
THIRTEENTH SUPPLEMENTAL INDENTURE
dated as of January 1, 1994
Supplementing Indenture Dated as of October 1, 1985
__________________
Debentures
Due Five Years or Ten Years
from Original Issue Date
THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of January 1,
1994, between The Andersons, an Ohio limited partnership having its principal
office at 480 W. Dussel Drive, City of Maumee, Lucas County, Ohio (hereinafter
called the "Partnership"), and The Fifth Third Bank of Northwestern Ohio,
N.A., a national banking association organized and existing under the laws of
the United States of America (hereinafter called the "Trustee");
W I T N E S E T H
WHEREAS, the Partnership has heretofore executed and delivered to
the Trustee a certain indenture dated as of October 1, 1985 (hereinafter
called the "Indenture"), providing for the issuance of debentures (hereinafter
called the "Debentures") as therein provided; and
WHEREAS, the Partnership has heretofore executed and delivered to
the Trustee an Eleventh and Twelfth Supplemental Indenture dated as of January
1, 1993 and May 5, 1993 respectively; and
WHEREAS, at the time of the execution of the Eleventh and Twelfth
Supplemental Indentures, the Partnership had been formed and existed under a
Partnership Agreement dated as of January 1, 1993; and
WHEREAS, the Partnership dated as of January 1, 1993, is still in
existence; and
WHEREAS, a new Partnership Agreement of the Partnership dated as of
January 1, 1994, has been duly executed as successor to the Partnership
effective as of January 1, 1993, which execution resulted in the formation of
a new, successor Partnership and a transfer thereto of the Partnership's
property and assets substantially as an entirety for purposes of Sections 801
and 802 of the Indenture; and
WHEREAS, the Partnership and the Trustee may enter into
supplemental indentures to the Indenture without the consent of the holders
of Debentures, pursuant to Section 901(3) of the Indenture, to evidence the
succession of another partnership to the Partnership and the assumption by any
such successor of the covenants of the Partnership contained in the Indenture
and the Debentures; and
WHEREAS, giving effect to the execution of the above-referenced
Partnership Agreement as of January 1, 1993, no Event of Default, as defined
in Section 501 of the Indenture, and no event which after notice or lapse of
time, or both, would become an Event of Default, has happened or is
continuing; and
WHEREAS, the Partnership has delivered to the Trustee a General
Partner's Certificate and an Opinion of Counsel, each stating that the
transfer of the Partnership's properties and assets substantially as an
entirety from the Partnership, as formed under the Partnership Agreement dated
as of January 1, 1993, to the Partnership, as formed under the Partnership
Agreement dated as of January 1, 1994, and this Thirteenth Supplemental
Indenture comply with Article Eight of the Indenture and that all conditions
precedent therein provided for relating to such transfer and change in
interest rates have been complied with; and
WHEREAS, the Partnership has been authorized by its Partnership
Agreement to enter into this Thirteenth Supplemental Indenture in accordance
with Section 901 of the Indenture;
NOW, THEREFORE,
The Partnership, as formed under the Partnership Agreement dated
as of January 1, 1994, hereby expressly assumes the due and punctual payment
of the principal of, including each installment thereof (and premium, if any),
and interest on all the Debentures and the performance of every covenant of
the Indenture on the part of the Partnership to be performed or observed; and
Pursuant to Section 802 of the Indenture, the Partnership, as
formed under the Partnership Agreement dated as of January 1, 1994, hereby
succeeds to, and is substituted for, and may exercise every right and power
of the Partnership, and all successors, under the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth
Supplemental Indenture to be duly executed as of the day and year first above
written.
THE FIFTH THIRD BANK OF THE ANDERSONS, an Ohio limited
NORTHWESTERN OHIO, N.A. partnership
By: By: THE ANDERSONS MANAGEMENT CORP.,
James P. Silk an Ohio corporation, sole general
Executive Vice President partner of The Andersons
[Corporate Seal] By:
Richard P. Anderson
President and Chief
Attest: Executive Officer
By:
James A. Foote Gary Smith
Trust Operations Officer Treasurer
STATE OF OHIO )
COUNTY OF LUCAS) SS:
Before me, a Notary Public, in and for said county and state,
personally appeared Richard P. Anderson and Gary Smith, President and Chief
Executive Officer and Treasurer, respectively, of The Andersons Management
Corp., an Ohio corporation, who acknowledged that said corporation is the sole
general partner of The Andersons, an Ohio limited partnership, and they being
thereunto duly authorized, did sign the foregoing instrument in behalf of said
corporation and by authority of its board of directors in behalf of the
partnership and that the same is the free act and deed of said officers and
of said corporation and partnership.
In Testimony Whereof, I have hereunto set my hand and official
seal at Maumee, Ohio this day of , 1994.
Notary Public
My Commission Expires:
[Notarial Seal]
STATE OF OHIO )
COUNTY OF LUCAS) SS:
On the _____ day of , 1994, before me personally
came James P. Silk, Executive Vice President, and James A. Foote, Trust
Operations Officer, to me known, who, being by me duly sworn, did depose and
say that they are Trust Officers of THE FIFTH THIRD BANK OF NORTHWESTERN OHIO,
N.A., a bank organized under the laws of the United States of America,
described in and which executed the foregoing instrument; that they know the
seal of said corporation; that the seal affixed to said instrument is such
corporation seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that they signed their names hereto by like
authority.
Notary Public
My Commission Expires:
[Notarial Seal]