Second Supplemental Indenture dated as of March 23, 2012 between Central Hudson Gas & Electric Corporation and U.S. Bank Trust National Association

 

 

 

 

______________________________________________________________________________

 

 

CENTRAL HUDSON GAS & ELECTRIC CORPORATION

 

 

 

SECOND SUPPLEMENTAL INDENTURE

 

dated as of March 23, 2012

 

 

U.S. BANK TRUST NATIONAL ASSOCIATION,

 

as Trustee

 

 

______________________________________________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of March 23, 2012 to the Indenture dated as of April 1, 1992 between CENTRAL HUDSON GAS & ELECTRIC CORPORATION, a New York corporation (the “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION (the “Trustee”) (formerly known as First Trust of New York, National Association) as successor to Morgan Guaranty Trust Company of New York, as supplemented by the First Supplemental Indenture dated as of March, 16, 2010 (as so supplemented, the “Indenture”), under the following circumstances:

 

A.  The Indenture relates to debt obligation to be issued in one or more series from time to time by the Company.  Terms defined in the Indenture and used in this Supplemental Indenture without definition shall have the meaning given to such terms in the Indenture.

 

B.  Section 1201(b) of the Indenture permits the Company and the Trustee, without the consent of any Holders, to enter into one or more indentures supplemental to the Indenture to add to the covenants of the Company for the benefit of the Holders of all series of Securities.

 

C.  The Company desires to add certain covenants to the Indenture, as provided below.

 

D.  The Company has delivered to the Trustee a Company Order, an Opinion of Counsel and an Officers’ Certificate with respect to execution of this Supplemental Indenture by the Trustee.

 

NOW, THEREFORE, in consideration of the premises and of mutual agreements contained in this Supplemental Indenture and in the Indenture, the Company and the Trustee agree as follows:

 

Section 1.  Pursuant to Section 1201 of the Indenture, Section 101 of the Indenture hereby is amended by adding the following definition after the definition “Event of Default” and prior to the definition of “Government Obligations” in such section:

 

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America (including International Financial Reporting Standards if so in effect at the time of determination).

 

Section 2.  Pursuant to Section 1201 of the Indenture, Section 1004 of the Indenture hereby is amended as follows:

(A)  the word “and” at the end of paragraph (b) of Section 1004 shall be deleted;

 

(B)  the word “and” shall be inserted following the semi-colon at the end of paragraph (c) of Section 1004;

 

 

(C)  the following new paragraph (d) shall be inserted to Section 1004 following paragraph (c) and prior to the proviso at the end of Section 1004:

 

 

 

 

 

 

 

 

(D)  the phrase “paragraphs (a), (b) and (d)” shall replace the phrase “paragraphs (a) and (b)” in the proviso at the end of Section 1004.

 

Section 3.  This Supplemental Indenture shall become effective on the date first set forth above.

 

Section 4.  This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and as provided in the Indenture, this Supplemental Indenture forms a part thereof.  The Indenture, as modified by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.  Except as specifically amended by this Supplemental Indenture, all of the terms and conditions of the Indenture shall remain in full force and effect and unamended hereby.  No reference to this Supplemental Indenture need be made in any instrument or document at any time referring to the Indenture, a reference to the Indenture in any such instrument or document to be deemed to be reference to the Indenture as amended hereby.  This Supplemental Indenture may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective seals to be hereunder affixed and attested, all as of the day and year first written above.