SECOND AMENDMENT
TO
INDENTURE AND NOTES
THIS SECOND AMENDMENT TO INDENTURE AND NOTES (this "Second
Amendment") is dated as of June 20, 1995, between FORUM GROUP,
INC., an Indiana corporation (the "Company"), and FIRST TRUST
NATIONAL ASSOCIATION, as Trustee (the "Trustee").
RECITALS:
A. The Company and the Trustee entered into an Indenture,
dated as of June 11, 1993 (as amended, the "Indenture"),
providing for the issuance of the Company's 12-1/2% Senior
Subordinated Notes due 2003 (the "Notes").
B. The Company has requested amendments of certain
provisions of the Indenture and the Notes.
C. The registered holders of 100% in outstanding principal
amount of the Notes have consented to this Second Amendment.
NOW, THEREFORE, for valuable consideration hereby
acknowledged, each party hereto agrees as follows for the benefit
of the other and for the equal and ratable benefit of the Holders
of the Company's Notes:
Section 1. Definitions. For purposes of this Agreement,
the following terms have the following meanings when used herein
with initial capital letters:
"Company" means Forum Group, Inc. until a successor replaces
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it pursuant to the Indenture and thereafter means such successor.
"Exchange Offer" means the offer by the Company to exchange
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the Series B Notes for the Original Notes made pursuant to the
Registration Rights Agreement.
"Holder" means the Person in whose name a Security is
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registered on the Registrar's books.
"Original Notes" means the 12-1/2% Senior Subordinated Notes
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due 2003, as amended and supplemented from time to time in
accordance with the terms of the Indenture, +that are issued
pursuant to the Indenture.
"Person" means any corporation, individual, joint stock
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company, joint venture, partnership, unincorporated association,
governmental regulatory entity, county, state or political
subdivision thereof, trust, municipality or other entity.
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"Redemption Date", when used with respect to any Security to
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be redeemed, means the date fixed for such redemption pursuant to
the Indenture and Paragraph 5 in the form of Security.
"Redemption Price", when used with respect to any Security
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to be redeemed, means the redemption price for such redemption
pursuant to Paragraph 5 in the form of Security, which shall
include, without duplication, in each case, accrued and unpaid
interest to the Redemption Date.
"Registrar" means the office or agency maintained by the
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Company where Securities may be presented for registration of
transfer or for exchange.
"Registration Rights Agreement" means the Debt Registration
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Rights Agreement by and among the Company and the holders of
Securities named therein, dated as of June 11, 1993.
"Securities" means prior to the Exchange Offer, Original
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Notes and after the Exchange Offer, the Original Notes and the
Series B Notes, in each case issued under the Indenture.
"Series B Notes" means the Series B Senior Subordinated
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Notes due 2003, issued pursuant to the Indenture in exchange for
Original Notes, as amended and supplemented from time to time in
accordance with the terms of the Indenture.
Unless the context otherwise requires, words in the singular
include the plural, and words in the plural include the singular.
Section 2. Amendment of Section 3.01. Section 3.01 of the
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Indenture, dealing with the rights of redemption of the
Securities, is hereby amended by inserting the following sentence
at the end thereof:
Upon notice given in accordance with Section 3.02
of the Indenture, the Securities may be redeemed as a
whole or from time to time in part, at the election of
the Holder or Holders of not less than a majority in
principal amount of then-outstanding Securities, at the
Redemption Prices specified in the form of Security set
forth therein under the caption "Redemption," in each
case, including accrued and unpaid interest to the
Redemption Date.
Section 3. Amendment of Section 3.02. Section 3.02 of the
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Indenture, dealing with notices to the Trustee and the Company,
is hereby amended in its entirety to read as follows:
Section 3.02. Notices to Trustee and Company.
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If the Company elects to redeem Securities
pursuant to Paragraph 5 of the Securities, it shall
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notify the Trustee in writing of the Redemption Date
and the principal amount of Securities to be redeemed
and whether the Trustee is to give notice of redemption
to the Holders. The Company shall give each notice to
the Trustee provided for in this Section 3.02 at least
45 days before the Redemption Date (unless a shorter
notice shall be satisfactory to the Trustee). Any such
notice may expressly state that the Company reserves
the right to revoke the notice at any time prior to the
actual redemption of the Securities. If the Holders
elect to have the Securities redeemed by the Company
pursuant to Paragraph 5 of the Securities, the Holders
of not less than a majority in principal amount of then
outstanding Securities shall notify the Company and the
Trustee in writing of the Redemption Date and the
principal amount of Securities to be redeemed. The
Holders shall give each notice to the Company and the
Trustee provided for in this Section 3.02 at least six
months before the Redemption Date.
Section 4. Amendment of Section 3.05. Section 3.05 of the
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Indenture, dealing with the effect of the notice of redemption,
is hereby amended by deleting the first sentence thereof in its
entirety and inserting the following in lieu thereof:
Once notice of redemption is mailed in accordance
with Section 3.04, Securities called for redemption
become due and payable on the Redemption Date and at
the Redemption Price, including accrued and unpaid
interest, unless such notice states that the Company
reserves the right to revoke the notice at any time
prior to the actual redemption of the Securities and
the Company timely revokes such notice.
Section 5. Amendment of Notes. The first sentence of
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Paragraph 5 of each of the Notes outstanding under the Indenture
is hereby amended in its entirety to read as follows:
The Securities may be redeemed in whole or in part
at any time, at the option of the Company or at the
option of the Holder or Holders of not less than a
majority in principal amount of then outstanding
Securities, at the Redemption Price (expressed as a
percentage of principal amount) set forth below with
respect to the indicated Redemption Date, in each case,
together with any accrued but unpaid interest to the
Redemption Date.
Section 6. Representations and Warranties. The Company
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represents and warrants to the Trustee that this Second Amendment
constitutes its legal, valid and binding obligation, enforceable
in accordance with its terms (subject as to enforcement of
remedies to any applicable bankruptcy, reorganization,
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moratorium, or similar laws or principles of equity affecting the
enforcement of creditors' rights generally).
Section 7. Entire Agreement; Ratification. This Second
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Amendment represents the entire agreement between the parties and
supersedes any prior agreements or understandings with respect to
the subject matter hereof. Except as modified or supplemented in
connection herewith, the Indenture and the Notes shall continue
in full force and effect.
Section 8. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE
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GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE UNITED STATES OF AMERICA.
Section 9. Counterparts. This Second Amendment may be
executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument. In making
proof hereof, it shall not be necessary to produce or account for
any counterpart other than one signed by the party against which
enforcement is sought.
IN WITNESS HEREOF, this Second Amendment to Indenture and
Notes is executed as of the date first set forth above.
FORUM GROUP, INC.
(Seal)
Attest: /s/ Richard A. Huber By /s/ Mark L. Pacala
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_ Richard A. Huber Title: President and CEO
Secretary
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
(Seal)
Attest: /s/ David H. Bluhm By /s/ R. Prokosch
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_ David H. Bluhm Richard H. Prokosch
Vice President Title: Trust Officer
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