EXHIBIT 4
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), is
made and entered into as of June 1, 2001, by and between Sizeler Property
Investors, Inc., a Delaware corporation (the "Company"), Sizeler Property
Investors, Inc., a Maryland corporation ("Sizeler Maryland"), and Chase
Manhattan Trust Company, National Association a national banking association, as
successor trustee under the Indenture referred to below (the "Trustee").
RECITALS:
1. Pursuant to the Indenture (the "Indenture"), dated as of May 13,
1993, between the Company and Ameritrust Texas National Association, the
original trustee, the Company has duly issued its Convertible Subordinated
Debentures due 2003 (collectively, the "Securities"), which Securities
originally consisted of an aggregate principal amount of $65,000,000 plus
interest at a rate of 8.0% per annum;
2. The Company and Sizeler Maryland have entered into an Agreement and
Plan of Merger dated as of May 1, 2001 (the "Merger Agreement") pursuant to
which, at the Effective Time (as defined in the Merger Agreement), the Company
will be merged with and into Sizeler Maryland, with Sizeler Maryland being the
surviving corporation (the "Merger");
3. Upon consummation of the Merger, all of the debts, liabilities,
duties and obligations of the Company will become the debts, liabilities, duties
and obligations of Sizeler Maryland, including, without limitation, the debts,
liabilities, duties and obligations of the Company under the Indenture;
4. Section 5.01 of the Indenture provides in pertinent part that the
Company may consummate the Merger subsequent to the issuance of the Securities,
and in the event of such Merger, Sizeler Maryland shall expressly assume, by
supplemental indenture, executed and delivered to the Trustee, all of the
obligations of the Company under the Securities and the Indenture;
5. Section 5.01 of the Indenture provides in pertinent part that in
connection with the Merger, the Company is required to deliver to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that the Merger
and the supplemental indenture in respect thereto comply with the provisions
described in the Indenture;
6. Section 5.02 of the Indenture provides in pertinent part that upon
the Merger, the successor corporation or trust into which the Company is merged
shall succeed to, and be substituted for, and may exercise every right and power
of the Company under the Indenture with the same effect as if such successor
corporation or trust had been named as the Company therein;
7. Section 9.01 of the Indenture provides in pertinent part that the
Company and the Trustee may amend or supplement the Indenture or the Securities
without the consent of any Holder of a Security in order to comply with Section
5.01 of the Indenture;
8. All things necessary to make this Supplemental Indenture a valid and
binding agreement of Sizeler Maryland in accordance with its terms have been
done;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto do hereby agree as follows:
SECTION 1. Sizeler Maryland hereby expressly assumes all of the
obligations of the Company under the Securities and the Indenture, including the
performance of every covenant, agreement and obligation on the part of the
Company under the Indenture.
SECTION 2. Pursuant to Section 5.02 of the Indenture, Sizeler Maryland
hereby succeeds to, and is substituted for, and may exercise every right and
power of the Company under the Indenture with the same effect as if Sizeler
Maryland had been named as the Company therein.
SECTION 3. After the execution and delivery of this Supplemental
Indenture, any Securities authenticated and delivered in substitution for, or in
lieu of, Securities then outstanding and all Securities presented or delivered
to the Trustee on and after such date for such purpose shall be stamped, typed
or otherwise affixed with a notation as follows:
SIZELER PROPERTY INVESTORS, INC., A MARYLAND CORPORATION ("SIZELER
MARYLAND"), HAS EXPRESSLY ASSUMED ALL OF THE OBLIGATIONS OF SIZELER
PROPERTY INVESTORS, INC., A DELAWARE CORPORATION ("SIZELER
DELAWARE") UNDER THE INDENTURE, INCLUDING THE PERFORMANCE OF EVERY
COVENANT, AGREEMENT AND OBLIGATION ON THE PART OF SIZELER DELAWARE
UNDER THE INDENTURE. REFERENCE IS HEREBY MADE TO THE FIRST
SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 1, 2001, COPIES OF WHICH
ARE ON FILE WITH THE TRUSTEE.
SECTION 4. The Trustee accepts this Supplemental Indenture and agrees
to execute the trust created by the Indenture as hereby supplemented upon the
terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture as hereby supplemented.
SECTION 5. The Indenture, supplemented as hereinabove set forth, is
in all respects ratified and confirmed, and the terms and conditions thereof,
supplemented as hereinabove set forth, shall be and remain in full force and
effect.
SECTION 6. The recitals contained in this Supplemental Indenture
shall be taken
as the statements of Sizeler Maryland and the Company, and the Trustee shall
have no responsibility for their correctness.
SECTION 7. This Supplemental Indenture shall become effective upon,
and simultaneously with, the Effective Date of the Merger.
SECTION 8. The laws of the State of New York shall govern this
Supplemental Indenture without regard to principles of conflicts of laws.
SECTION 9. This Supplemental Indenture may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 10. Capitalized terms not otherwise defined herein are
defined as set forth in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
SIZELER PROPERTY INVESTORS, INC.
a Delaware Corporation
By: /s/ Thomas A. Masilla, Jr.
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Thomas A. Masilla, Jr., President
SIZELER PROPERTY INVESTORS, INC.
a Maryland Corporation
By: /s/ Thomas A. Masilla, Jr.
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Thomas A. Masilla, Jr., President
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION
By: /s/ Robert Schmidt
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Name: Robert Schmidt
Title: Vice President