Second Supplemental Indenture to 9.75% Senior Notes Due 2009 between Xerox Corporation, Guarantors, and Wells Fargo Bank Minnesota

Summary

This agreement is a supplemental indenture dated July 30, 2002, between Xerox Corporation, certain guarantors, and Wells Fargo Bank Minnesota as trustee. It amends the original indenture for Xerox's 9.75% Senior Notes due 2009 by correcting two definitional errors. The changes clarify cross-references and terminology in the original document. All other terms of the original indenture remain in effect, and the supplemental indenture is binding on all parties and their successors. The agreement is governed by New York law.

EX-4.(D)(6) 4 dex4d6.txt SECOND SUPPLEMENTAL INDENTURE EXHIBIT (4)(d)(6) XEROX CORPORATION, As Issuer, THE GUARANTORS NAMED HEREIN, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, As Trustee ------------------------------------------- SECOND SUPPLEMENTAL INDENTURE Dated as of July 30, 2002 ------------------------------------------ To The Indenture, Dated as of January 17, 2002, Between Xerox Corporation, as Issuer, and Wells Fargo Bank Minnesota, National Association, as Trustee, as supplemented by the First Supplemental Indenture, dated as of June 21, 2002, between the Issuer, the Guarantors named therein and the Trustee, relating to Xerox Corporation's 9 3/4% Senior Notes due 2009 (Denominated in Euro) SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture") is made as of the 30th day of July, 2002, between Xerox Corporation, a New York corporation (the "Issuer"), the persons named as Guarantors on the signature pages hereto (collectively, the "Guarantors"), and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"). WHEREAS, the Issuer and the Trustee heretofore executed and delivered an Indenture, dated as of January 17, 2002, that was supplemented by the First Supplemental Indenture, dated as of June 21, 2002, among the Issuer, the Guarantors and the Trustee (as supplemented, the "Indenture"); and WHEREAS, pursuant to the Indenture, the Issuer issued and the Trustee authenticated and delivered EUR 225 million aggregate principal amount of the Issuer's 9 3/4% Senior Notes due 2009 (the "Senior Notes"); and WHEREAS, the Indenture contains the following two defects (together, the "Defects"): (i) the definition of "Domestic Insignificant Subsidiary" in Section 101 of the Indenture contains an incorrect cross-reference to Section 1013(b) of the Indenture and the correct cross-reference is to Section 1013(a)(2) of the Indenture, and (ii) the proviso in the definition of "Specified Subsidiary" in Section 101 contains a defect in that it uses the term "corporation" instead of "Subsidiary"; and WHEREAS, the Issuer wishes to reform the Indenture to cure the Defects, without the consent of the Holders of the Senior Notes, pursuant to Section 901(5) of the Indenture; and WHEREAS, the Issuer is delivering contemporaneously herewith to the Trustee (i) a copy of the resolutions of the Board of Directors of the Issuer and the Board of Directors/Managers of each of the Guarantors authorizing the execution, delivery and performance of this Second Supplemental Indenture, and (ii) an Opinion of Counsel in compliance with and to the effect set forth in Sections 103 and 903 of the Indenture; and WHEREAS, the Second Supplemental Indenture complies with and is authorized by the applicable provisions of the Indenture, including the conditions precedent set forth in the Indenture to be performed or complied with by the Issuer relating to the execution and delivery of this Second Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. General. For all purposes of the Indenture and this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the words "herein", "hereof" and "hereunder" and other words of similar import refer to the Indenture and this Second Supplemental Indenture as a whole and not to any particular Article, Section or subdivision; and (b) capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture. ARTICLE II REFORMATIONS SECTION 2.01. The defective cross-reference to "Section 1013 (b)" in the definition of "Domestic Insignificant Subsidiary" in Section 101 of the Indenture is hereby cured and reformed to "Section 1013(a)(2)" so that such definition reads in its entirety as follows: "Domestic Insignificant Subsidiary" means any Domestic Wholly Owned Restricted Subsidiary that is not a Guarantor other than a Person that is described in Section 1013(a)(2) hereof." SECTION 2.02. The defective term "corporation" in the proviso of the definition of "Specified Subsidiary" in Section 101 of the Indenture is hereby cured and reformed to "Subsidiary" so that such definition reads in its entirety as follows: "Specified Subsidiary" means any Subsidiary of the Company from time to time having a Consolidated Net Worth Amount of at least $100.0 million; provided, however, that each of Xerox Financial Services, Inc., Xerox Credit Corporation and any other Subsidiary principally engaged in any business or businesses other than development, manufacture and/or marketing of (x) business equipment (including, without limitation, reprographic, computer (including software) and facsimile equipment), (y) merchandise or (z) services (other than financial services) shall be excluded as a "Specified Subsidiary" of the Company. ARTICLE III MISCELLANEOUS SECTION 3.01. Binding Effect. Upon the execution and delivery of this Second Supplemental Indenture by the Issuer, the Guarantors and the Trustee, the Indenture shall be reformed and supplemented in accordance herewith effective as of January 17, 2002 which is the date of the original Indentures, and this Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. SECTION 3.02. Indenture Remains in Full Force and Effect. Except as reformed and supplemented hereby, all provisions in the Indenture shall remain in full force and effect. SECTION 3.03. Indenture and Supplemental Indenture Construed Together. This Second Supplemental Indenture is an indenture supplementalto and in implementation of the Indenture, and the Indenture and this Second Supplemental Indenture shall henceforth be read and construed together. SECTION 3.04. Confirmation and Preservation of Indenture. The Indenture as reformed and supplemented by this Supplemental Indenture is in all respects confirmed and preserved. SECTION 3.05. Conflict with Trust Indenture Act. If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), that is required under the Trust Indenture Act to be part of and govern any provision of this Second Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Second Supplemental Indenture, as the case may be. SECTION 3.06. Severability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 3.07. Headings. The Article and Section headings of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 3.08. Successors. All agreements of the Issuer and Guarantors in this Second Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors. SECTION 3.09. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. SECTION 3.10. Counterpart Originals. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and attested, as of the date first above written. XEROX CORPORATION By: /s/ Gregory B. Tayler Name: Gregory B. Tayler Titles: Vice President & Treasurer THE GUARANTORS: VRN INC. By: /s/ Gregory B. Tayler Name: Gregory B. Tayler Titles: President & Treasurer XEROX FINANCE, INC. By: /s/ Gregory B. Tayler Name: Gregory B. Tayler Title: President XEROX FINANCIAL SERVICES, INC. By: /s/ Gregory B. Tayler Name: Gregory B. Tayler Titles: Chairman & President XEROX CAPITAL MANAGEMENT LLC By: Xerox Corporation, as sole member By: /s/ Gregory B. Tayler Name: Gregory B. Tayler Titles: Vice President & Treasurer XEROX INVESTMENT MANAGEMENT LLC By: Xerox Capital Management LLC, as sole member By: Xerox Corporation, as sole member By: /s/ Gregory B. Tayler Name: Gregory B. Tayler Titles: Vice President & Treasurer XEROX EXPORT, LLC By: Xerox Corporation, as sole member By: /s/ Gregory B. Tayler Name: Gregory B. Tayler Titles: Vice President & Treasurer AMTX, INC. By: /s/ Ursula M. Burns Name: Ursula M. Burns Titles: Chairman & President XDI, INC. By: /s/ Ursula M. Burns Name: Ursula M. Burns Title: Chairman BRADLEY COMPANY By: /s/ Steven Barrett Name: Steven Barrett Title: Treasurer CARMEL VALLEY, INC. By: /s/ Thomas C. Little Name: Thomas C. Little Titles: Chairman, President & Treasurer INCONCERT, INC. By: /s/ Thomas C. Little Name: Thomas C. Little Titles: President & Treasurer LIVEWORKS, INC. By: /s/ Thomas C. Little Name: Thomas C. Little Titles: President & Treasurer UPPERCASE, INC. By: /s/ Thomas C. Little Name: Thomas C. Little Titles: President & Treasurer TERABANK SYSTEMS, INC. By: /s/ Thomas C. Little Name: Thomas C. Little Title: President PIXELCRAFT, INC. By: /s/ Herve Gallaire Name: Herve Gallaire Titles: Chairman, President & Treasurer INTELLIGENT ELECTRONICS, INC. By: /s/ James Joyce Name: James Joyce Title: Chairman & President INTELLINET, LTD. By: /s/ James Joyce Name: James Joyce Title: Chairman & President RNTS, INC. By: /s/ James Joyce Name: James Joyce Title: Chairman & President XEROX CONNECT, INC. By: /s/ James Joyce Name: James Joyce Title: Chairman & President JEREMIAD CO. By: /s/ Timothy J. MacCarrick Name: Timothy J. MacCarrick Title: President SECURITIES INFORMATION CENTER, INC. By: /s/ Martin S. Wagner Name: Martin S. Wagner Title: President XTENDED MEMORY SYSTEMS By: /s/ Martin S. Wagner Name: Martin S. Wagner Title: President XEROX INTERNATIONAL REALTY CORPORATION By: /s/ David R. McLellan Name: David R. McLellan Title: President XEROX REALTY CORP. (CALIFORNIA) By: /s/ David R. McLellan Name: David R. McLellan Title: President LANSDOWNE RESIDENTIAL LLC By: Xerox Realty Corporation, as sole member By: /s/ David R. McLellan Name: David R. McLellan Titles: Chairman & President XRC REALTY CORP. WEST By: /s/ David R. McLellan Name: David R. McLellan Title: President XEROX REALTY CORPORATION By: /s/ David R. McLellan Name: David R. McLellan Titles: Chairman & President LOW-COMPLEXITY MANUFACTURING GROUP, INC. By: /s/ James J. Costello Name: James J. Costello Title: Vice President PALO ALTO RESEARCH CENTER INCORPORATED By: /s/ James J. Costello Name: James J. Costello Title: Vice President PAGECAM, INC. By: /s/ Herve Gallaire Name: Herve Gallaire Titles: Vice President & Treasurer XEROX COLORGRAFX SYSTEMS, INC. By: /s/ James J. Costello Name: James J. Costello Titles: Chairman, President & Treasurer XEROX IMAGING SYSTEMS, INC. By: /s/ James J. Costello Name: James J. Costello Titles: Chairman, President & Treasurer PACIFIC SERVICES AND DEVELOPMENT CORPORATION By: /s/ J. Terrance Daly Name: J. Terrance Daly Titles: President & Treasurer TALEGEN HOLDINGS, INC. By: /s/ George J. Rachmiel Name: George J. Rachmiel Titles: Chairman, President & Treasurer TALEGEN PROPERTIES, INC. By: /s/ George J. Rachmiel Name: George J. Rachmiel Titles: Chairman, President & Treasurer VIA XEROX RELOCATION COMPANY, INC. By: /s/ D. E. Owens Name: David E. Owens Title: President XE HOLDINGS, INC. By: /s/ John Duerden Name: John Duerden Titles: Chairman, President & Treasurer XEROX COLOR PRINTING, INC. By: /s/ John W. Vester Name: John W. Vester Title: Vice President XEROX CREDIT CORPORATION By: /s/ John F. Rivera Name: John F. Rivera Titles: Vice President & Treasurer XEROX INTERNATIONAL JOINT MARKETING, INC. By: /s/ James A. Firestone Name: James A. Firestone Title: President XEROX LATINAMERICAN HOLDINGS, INC. By: /s/ Enrique Cervetti Name: Enrique Cervetti Titles: President & Treasurer XEROX REAL ESTATE SERVICES, INC. By: /s/ David L. Pierson Name: David L. Pierson Title: President IGHI, INC. By: /s/ Mark Sheivachman Name: Mark Sheivachman Title: Treasurer THE TRUSTEE: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Jane Y. Schweiger Name: Jane Y. Schweiger Title: Assistant Vice President