ABC RAIL PRODUCTS CORPORATION
the Company
AND
FIRST TRUST NATIONAL ASSOCIATION
the Trustee
____
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 1, 1997
Supplementing that certain
Indenture
Dated as of January 15, 1997
as heretofore supplemented and amended
through and including the First Supplemental
Indenture dated January 15, 1997
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE dated as of December 1, 1997 (this
"Amendment") is made and entered into by and between ABC RAIL PRODUCTS
CORPORATION, a Delaware corporation (the "Company"), and FIRST TRUST NATIONAL
ASSOCIATION, Chicago, Illinois, a national banking association, as trustee (the
"Trustee") under the Indenture dated as of January 15, 1997 (as heretofore
supplemented and amended through and including the First Supplemental Indenture
dated January 15, 1997, the "Indenture"), between the Company and the Trustee.
Except as otherwise provided herein, capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Indenture.
RECITALS
WHEREAS, pursuant to Sections 301 and 303 of the Indenture, the Company has
heretofore executed the Officer's Certificate dated as of January 28, 1997 (the
"Officer's Certificate") establishing the provisions of a series of Securities
under the Indenture entitled "9 1/8% Senior Subordinated Notes Due 2004" (the
"2004 Notes");
WHEREAS, it is currently necessary for the Company to restate its
consolidated financial statements for the fiscal year ended July 31, 1996;
WHEREAS, as a result of the restatement of the Company's consolidated
financial statements for the fiscal year ended July 31, 1996, the Company's
Consolidated Net Worth (as defined in the Officer's Certificate) as of October
31, 1996 increased from approximately $55.1 million to approximately $56.6
million;
WHEREAS, pursuant to Section 901(2) of the Indenture, without the consent
of any Holders, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental to the Indenture, in form satisfactory to the Trustee and the
Company, to, among other things, add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities;
WHEREAS, the Company and the Trustee desire to amend one of the covenants
of the Company contained in the Officer's Certificate for the benefit of the
holders of the 2004 Notes in order to reflect the restatement by the Company of
its consolidated financial statements for the fiscal year ended July 31, 1996;
WHEREAS, this Amendment has been authorized by a Board Resolution;
WHEREAS, the amendment to the Officer's Certificate that is contemplated by
this Amendment adds to the covenants of the Company for the benefit of the
Holders of the 2004 Notes and is not otherwise prohibited by Section 902 of the
Indenture;
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I AMENDMENTS
---------------------
Section 1.1 Definitions. Capitalized terms used in this Article I shall
have the meanings assigned such terms in the Officer's Certificate.
Section 1.2 Consolidated Net Worth. Subparagraph (b) of Paragraph 10 of
the Officer's Certificate is hereby amended to read as follows:
"The Company will maintain Consolidated Net Worth at the end of each
of its fiscal quarters at an amount not less than the sum of (i) $56.6
million, plus (ii) 35% of Consolidated Net Income for each of its
fiscal quarters occurring after October 31, 1996 plus (iii) 85% of the
amount of the net proceeds from the sale of any of the Company's or
its Subsidiaries' capital stock, options or warrants computed on a
cumulative basis;"
ARTICLE II MISCELLANEOUS
-------------------------
Section 2.1 Severability. If any provision of this Amendment is held to
be in conflict with any applicable statute or rule of law, or is otherwise held
to be unenforceable for any reason whatsoever, such circumstances shall not have
the effect of rendering the provision in question inoperative or unenforceable
in any other part or circumstance, or of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable to any extent
whatsoever.
The invalidity of any one or more phrases, sentences, clauses or Sections
of this Amendment shall not affect the remaining portions of this Amendment, or
any part hereof.
Section 2.2 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Illinois.
Section 2.3 Execution in Counterparts. This Amendment may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and attested in their names by their respective duly authorized
officers, all as of the day and year first above written.
ABC RAIL PRODUCTS CORPORATION
/s/ D. Chisholm MacDonald
---------------------------------------------
D. Chisholm MacDonald
Executive Vice President - Administration and
Development and Chief Financial Officer
(SEAL)
Attest:
/s/ Charles E. Self
- --------------------------
Charles E. Self
Corporate Treasurer
FIRST TRUST NATIONAL ASSOCIATION, as Trustee
By:/s/ Larry Kusch
------------------------------
Title: Assistant Vice President
(SEAL)
Attest:
/s/ H.H. Hall, Jr.
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Title: Assistant Secretary
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