Exhibit 10.2
HOME INTERIORS & GIFTS, INC.
and
THE GUARANTOR NAMED HEREIN
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SERIES A AND SERIES B
10 1/8% SENIOR SUBORDINATED NOTES DUE 2008
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THIRD SUPPLEMENTAL INDENTURE
DATED AS OF March 14, 2003
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THE BANK OF NEW YORK,
as Successor Trustee
This THIRD SUPPLEMENTAL INDENTURE, dated as of March 14, 2003, among
Home Interiors & Gifts, Inc., a Texas corporation (the "Company"), the party
identified under the caption "Guarantor" on the signature page hereto (the
"Guarantor") and The Bank of New York, as successor in interest to the corporate
trust business of United States Trust Company of New York, as Successor Trustee
(the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee entered into an Indenture, dated as
of June 4, 1998 (the "Indenture"), pursuant to which the Company issued
$200,000,000 in principal amount of 10 1/8% Senior Subordinated Notes due 2008
(the "Notes"); and
WHEREAS, Section 10.01(h) of the Indenture provides that the Company and
the Trustee may amend or supplement the Indenture in order to execute a
guarantee (a "Subsidiary Guarantee") to comply with Section 4.13 thereof without
the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the Articles of Incorporation and the Bylaws of the Company, of the Guarantor
and of the Trustee necessary to make this Third Supplemental Indenture a valid
instrument legally binding on the Company, the Guarantor and the Trustee, in
accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantor and the Trustee
covenant and agree for the equal and proportionate benefit of the respective
Holders of the Notes as follows:
ARTICLE 1
Section 1.01. This Third Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.
Section 1.02. This Third Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantor and the Trustee.
ARTICLE 2
From this date, in accordance with Section 4.13 and by executing this
Third Supplemental Indenture and the accompanying Subsidiary Guarantee (a copy
of which is attached hereto), the Guarantor whose signature appears below is
subject to the provisions of the Indenture to the extent provided for in Article
11 thereunder.
ARTICLE 3
Section 3.01. Except as specifically modified herein, the Indenture and
the Notes are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.
Section 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Third Supplemental Indenture. This
Third Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
Section 3.03. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE, THE NOTES AND THE
SUBSIDIARY GUARANTEE.
2
Section 3.04. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]
3
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the date first written
above.
HOME INTERIORS & GIFTS, INC.
By: /s/ Michael D. Lohner
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Michael D. Lohner
President and Chief Operating
Officer
GUARANTOR:
EM BOEHM, INC.
By: /s/ Michael D. Lohner
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Michael D. Lohner
President
TRUSTEE
THE BANK OF NEW YORK, as Successor
Trustee
By: /s/ Sirojni Dindial
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Name: Sirojni Dindial
Title: Assistant Vice President