Exhibit (4)(G)
SUPPLEMENTAL INDENTURE NO. 2
OLD REPUBLIC INTERNATIONAL CORPORATION
to
WILMINGTON TRUST COMPANY
SUPPLEMENTAL INDENTURE NO. 2, dated as of December 31, 1997 between Old
Republic International Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company"), having
its principal executive office at 307 North Michigan Avenue, Chicago, Illinois,
and Wilmington Trust Company, a banking corporation duly organized and existing
under the laws of the State of Delaware, as Trustee
(herein called the "Trustee").
Recitals of the Company
WHEREAS, the Company and the Trustee entered into an Indenture dated as
of August 15, 1992 and Supplemental Indenture No. 1 thereto dated as of June 16,
1997 (as supplemented, the "Indenture") in connection with the issuance by the
Company from time to time of its Debt Securities (herein called the "Debt
Securities"); and
WHEREAS, the Company issued a certain series of Debt Securities on August
26, 1992, and fully redeemed all such Debt Securities according to their terms
and conditions on March 18, 1996; and
WHEREAS, the Company issued a certain series of Debt Securities
designated as the 7% Debentures due June 15, 2007 on June 23, 1997 in the
aggregate principal amount of $115,000,000, and such 7% Debentures due June 15,
2007 remain outstanding; and
WHEREAS, the Company may issue certain other Debt Securities and, prior
to so doing, desires to enter into a supplemental indenture to modify certain
provisions of the Indenture, as authorized by duly adopted resolutions of the
Company's Board of Directors; and
WHEREAS, Article Nine of the Indenture permits the Company to modify the
Indenture from time to time by entering into one or more supplemental
indentures, and all actions required to be taken under the Indenture with
respect to this Supplemental Indenture have been taken.
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NOW THEREFORE, in consideration of the premises, the parties hereby agree
as follows:
1. Covenants.
(a) Section 1006, Limitations on Issue or Disposition of Stock of
Principal Insurance Subsidiaries, of Article Ten (as previously amended pursuant
to Supplemental Indenture No. 1) is hereby amended by adding to the beginning
thereof the following clause:
"(a) With respect to the 7% Debentures due June 15, 2007"
(b) Section 1006, Limitations on Issue or Disposition of Stock of
Principal Insurance Subsidiaries, of Article Ten (as previously amended pursuant
to Supplemental Indenture No. 1) is hereby further amended by adding to the end
thereof the following paragraph:
"(b) With respect to any series of Debt Securities issued
hereunder other than the 7% Debentures due June 15, 2007, this Indenture
shall not prohibit the Company or any Principal Insurance Subsidiary from
issuing, selling, assigning, transferring or otherwise disposing of,
directly or indirectly, any of the capital stock of any Principal
Insurance Subsidiary.
2. Ratification of Indenture.
This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture, and as supplemented and modified
hereby, the Indenture is in all respects ratified and confirmed, and the
Indenture and this Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
3. Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Supplemental Indenture by the Trust Indenture Act, the required provision shall
control.
4. Indenture Definitions
Capitalized terms used in this Supplemental Indenture and not otherwise
defined shall have the meanings ascribed to them in the Indenture.
5. Governing Law.
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, provided, however, that the
rights, duties and liabilities of the Trustee shall be governed by and construed
in accordance with the laws of the State of Delaware so long as the Wilmington
Trust Company is Trustee.
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6. Duplicate Originals.
This instrument 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 Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
(Seal) OLD REPUBLIC INTERNATIONAL
CORPORATION
Attest:
/s/ John S. Adams By: /s/ A. C.Zucaro
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A. C. Zucaro, Chairman, President
and Chief Executive Officer
(Seal) WILMINGTON TRUST COMPANY
as Trustee
Attest:
By:
- -------------------------- ---------------------------------
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State of Illinois )
) ss:
County of Cook )
On the 7th day of January, 1998, before me personally came A. C. Zucaro,
to me known, who, being by me duly sworn, did depose and say that he is
Chairman, President and Chief Executive Officer of Old Republic International
Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
/s/ Catherine M. Giblin
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State of Delaware )
) ss:
County of New Castle )
On the before me personally came ___________________, to me known, who,
being by me duly sworn, did depose and say that he is Vice President of
Wilmington Trust Company, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
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