EXHIBIT 4.1
SECOND AMENDMENT TO INDENTURE
This Second Amendment to Indenture (the "SECOND AMENDMENT") is entered
into effective as of December 1, 2003 (the "EFFECTIVE DATE"), by and among
the undersigned and constitutes the Second Amendment to the Indenture dated as
of July 16, 1999 (the "INDENTURE"), between Chandler (U.S.A.), Inc. (the
"COMPANY"), and the Bank of New York Trust Company of Florida, N.A., as
successor Trustee to U.S. Trust Company of Texas, N.A., regarding the 8.75%
Senior Debentures due 2014 issued by the Company (the "DEBENTURES") as
previously amended by the First Amendment to Indenture entered into effective
May 13, 2003, between the Company, the Trustee and certain holders of
Debentures (the "FIRST AMENDMENT").
WHEREAS, the Indenture was made and entered into as of July 16, 1999,
between the Company and U.S. Trust Company of Texas N.A., as trustee; and
WHEREAS, as a result of various transactions the Bank of New York Trust
Company of Florida, N.A., became the successor trustee to the Indenture and is
referred to hereinafter as "TRUSTEE";
WHEREAS, pursuant to Section 8.2 of the Indenture, the First Amendment
was entered into effective as of May 13, 2003 (the "FIRST AMENDMENT") (the
Indenture, as amended by the First Amendment, is herein referred to as the
"AMENDED INDENTURE");
WHEREAS, the Company, Trustee, and the holders of at least a majority of
the principal amount ("HOLDERS") of the Debentures outstanding as of the
Effective Date under the Indenture have deemed it desirable to further amend
the Indenture so as to repeal certain amendments effected by the First
Amendment and to further amend the Indenture as set forth in this Second
Amendment; and
WHEREAS, the Company and Southwest Securities, Inc. have entered into that
certain letter agreement dated as of the Effective Date for the purchase of
certain Debentures issued pursuant to the Indenture (the "PURCHASE AGREEMENT");
NOW, THEREFORE, the Company, Trustee, and the undersigned Holders agree
as follows:
1. The amendments to the Indenture effected by Sections 2, 3, 4, 6, 7,
8, 9 and 10 of the First Amendment are hereby repealed in their
entirety and, except as hereinafter amended by this Second Amendment,
the sections of the Indenture amended by such sections of the First
Amendment shall from and after the Effective Date be read and
construed as originally stated in the Indenture and as existing prior
to the First Amendment.
2. Section 4.3 of the Amended Indenture is hereby amended to read in its
entirety as follows:
"SECTION 4.3 LIMITATION ON SUBSIDIARY DEBT AND PREFERRED STOCK. The
Company shall not permit any Subsidiary of the Company to Incur or
suffer to exist any Debt or issue any Preferred Stock except for
Permitted Debt and Preferred Stock; provided, however, a Subsidiary
may Incur or suffer to exist Debt or issue Preferred Stock, including
capital securities, if such Subsidiary was organized, created or
formed after July 16, 1999."
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3. This Second Amendment shall cease to be effective and shall be void
AB INITIO if the Company shall not have complied with its obligations
under the Purchase Agreement and purchased (or irrevocably tendered
payment for the purchase of) all the Requisite Debentures (as defined
in the Purchase Agreement) within the time periods and on the terms
set forth in the Purchase Agreement.
This Second Amendment is hereby agreed to by the Trustee and the Company
and consented to by the undersigned effective as of the Effective Date.
BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
By: /s/ Patrick Giordano
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Patrick Giordano, Vice President
CHANDLER (U.S.A.), INC.
By: /s/ W. Brent LaGere
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W. Brent LaGere, Chairman of the Board and
Chief Executive Officer
The undersigned, Southwest Securities, Inc. states that as of the
Effective Date it is the Holder of $6,746,000 in principal amount of the
Debentures currently outstanding and hereby consents to the Second Amendment.
SOUTHWEST SECURITIES, INC.
By: /s/ William D. Felder
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William D. Felder, Executive Vice President
The undersigned, Guy Carpenter & Company states that as of the Effective
Date it is the Holder of $2,500,000 in principal amount of the
Debentures currently outstanding and hereby consents to the Second Amendment.
GUY CARPENTER AND COMPANY
By: /s/ Michael J. Borik
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Michael J. Borik, Senior Vice President