Supplemental Indenture to 1981 Indenture between Transamerica Finance Corporation and U.S. Bank National Association (as Trustee)

Summary

This agreement is a supplemental indenture dated January 12, 2004, between Transamerica Finance Corporation and U.S. Bank National Association, acting as trustee. It amends certain provisions of a prior indenture from 1981 related to the company's 6.5% Debentures due 2011. The amendments modify or remove specific sections regarding mergers, consolidations, liens, and dividend limitations. The agreement remains in effect until all outstanding notes are paid and is governed by California law. It clarifies the rights and obligations of the parties and the holders of the notes.

EX-4.1 3 transamerica040292_ex4-1.txt EXHIBIT 4.1 CONFORMED COPY TRANSAMERICA FINANCE CORPORATION as Issuer and U.S. BANK NATIONAL ASSOCIATION (successor in interest to Continental Illinois National Bank and Trust Company of Chicago) as Trustee __________________________________________________________ SUPPLEMENTAL INDENTURE Dated as of January 12, 2004 to INDENTURE Dated as of March 15, 1981 __________________________________________________________ TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS SECTION 1.1 DEFINITION OF TERMS...........................................3 ARTICLE II AMENDMENTS SECTION 2.1 AMENDMENTS TO INDENTURE.......................................3 ARTICLE III MISCELLANEOUS SECTION 3.1 RATIFICATION OF THE INDENTURE.................................4 SECTION 3.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS..........................4 SECTION 3.3 TERMINATION...................................................5 SECTION 3.4 SUCCESSORS AND ASSIGNS........................................5 SECTION 3.5 AMENDMENTS....................................................5 SECTION 3.6 NOTICES.......................................................5 SECTION 3.7 BENEFIT.......................................................5 SECTION 3.8 GOVERNING LAW; JURISDICTION...................................5 SECTION 3.9 SEPARABILITY..................................................6 SECTION 3.10 COUNTERPARTS..................................................6 SECTION 3.11 EFFECTIVENESS.................................................6 -2- SUPPLEMENTAL INDENTURE, dated as of January 12, 2004 (this "Supplemental Indenture") between Transamerica Finance Corporation, a Delaware corporation (the "Company"), and U.S. Bank National Association (successor in interest to Continental Illinois National Bank and Trust Company of Chicago), a banking association duly incorporated and registered under the laws of the United States of America, as trustee (the "Trustee"). WHEREAS, the Company has executed and delivered to the Trustee an indenture dated as of March 15, 1981 (the "Indenture") providing for the issuance by the Company from time to time of its unsecured senior debt securities issuable in one or more series; WHEREAS, the Company has issued, and the Trustee has authenticated and delivered, the series of debt securities designated 6 1/2% Debentures due March 15, 2011 (the "Notes"); WHEREAS, the Company is the obligor with respect to the Notes; WHEREAS, the Company proposes to amend and supplement the Indenture in certain respects; NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 DEFINITION OF TERMS. Unless the context otherwise requires: (a) a term defined in the Indenture has the same meaning when used in this Supplemental Indenture; (b) a term defined anywhere in this Supplemental Indenture has the same meaning throughout this Supplemental Indenture; (c) the singular includes the plural and vice versa; and (d) the Article and Section headings herein and the Table of Contents are for convenience of reference only and do not affect the construction of this Supplemental Indenture. ARTICLE II AMENDMENTS SECTION 2.1 AMENDMENTS TO INDENTURE. (a) Section 8-1 (Company May Consolidate, etc., Only on Certain Terms) of the Indenture is hereby deleted and replaced in its entirety with the following: ss. 8-1. Limitation on Consolidation, etc. by the Company. -3- The Company shall not consolidate with or merge into any other corporation that is not organized and existing under the laws of the United States of America or any State or the District of Columbia and shall not convey or transfer its properties and assets substantially as an entirety to any Person that is not organized and existing under the laws of the United States of America or any State or the District of Columbia if such Person would assume the Company's obligations under this Indenture in connection therewith. (b) Section 8-2 (Successor Corporation Substituted) of the Indenture is hereby deleted and replaced in its entirety with the following: ss. 8-2. [Intentionally omitted.] (c) Section 8-3 (Debentures to be Secured in Certain Events) of the Indenture is hereby deleted and replaced in its entirety with the following: ss. 8-3. [Intentionally omitted.] (d) Section 8-4 (Condition to Merger, Consolidation, etc.) of the Indenture is hereby deleted and replaced in its entirety with the following: ss. 8-4. [Intentionally omitted.] (e) Section 10-6 (Limitations on Dividends and Other Stock Payments) of the Indenture is hereby deleted and replaced in its entirety with the following: ss. 10-6. [Intentionally omitted.] (f) Section 10-7 (Limitations on Liens) of the Indenture is hereby deleted and replaced in its entirety with the following: ss. 10-7. [Intentionally omitted.] ARTICLE III MISCELLANEOUS SECTION 3.1 RATIFICATION OF THE INDENTURE. Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all terms, provisions and conditions thereof shall be and remain in full force and effect. SECTION 3.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. -4- SECTION 3.3 TERMINATION. This Supplemental Indenture shall terminate once the principal (premium, if any) and interest of all outstanding Notes have been paid. SECTION 3.4 SUCCESSORS AND ASSIGNS. Agreements contained in this Supplemental Indenture shall inure to the benefit of the Holders of the Notes then outstanding. SECTION 3.5 AMENDMENTS. This Supplemental Indenture may only be amended in accordance with Section 9-2 of the Indenture. SECTION 3.6 NOTICES. All notices provided for in this Supplemental Indenture shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows: (a) If given to the Trustee, at the mailing address of the Trustee set forth below: U.S. Bank National Association Corporate Trust Services 60 Livingstone Avenue St. Paul, MN 55107 (b) If given to any Holder, at the address set forth in the Debenture Register. All such notices shall be deemed to have been given when received in person, transmitted by facsimile with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document was refused delivery or could not be delivered because of a change of address, of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. SECTION 3.7 BENEFIT. Nothing in this Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture. SECTION 3.8 GOVERNING LAW; JURISDICTION. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law provisions. -5- SECTION 3.9 SEPARABILITY. In case any one or more of the provisions contained in this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, and this Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provisions had never been contained herein. SECTION 3.10 COUNTERPARTS. This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute one and the same instrument. SECTION 3.11 EFFECTIVENESS. This Supplemental Indenture shall become a legally effective and binding instrument upon the execution and delivery hereof by all parties hereto. * * * * * -6- IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written. TRANSAMERICA FINANCE CORPORATION By: /s/ Rosario A. Perrelli ------------------------------------ Name: Rosario A. Perrelli Title: Executive Vice President and Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION as Trustee By: /s/ Richard H. Prokosch ------------------------------------ Name: Richard H. Prokosch Title: Vice President -7-