EX-4.B.3 SECOND SUPPLEMENTAL INDENTURE



 



Exhibit 4-b-3



SECOND SUPPLEMENTAL INDENTURE



                  SECOND SUPPLEMENTAL INDENTURE, dated as of May 7, 2002, between Reliance
Electric Company (formerly named Reliance Electric Industrial Company), a
corporation duly organized and existing under the laws of the State of Delaware
(“New Reliance”), and Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company), a banking corporation duly organized and existing under
the laws of the State of New York, as Trustee (herein called the “Trustee”).



RECITALS



                  WHEREAS, Reliance Electric Company (the “Company”) has executed and
delivered to the Trustee an Indenture, dated as of April 1, 1993, as
supplemented by the First Supplemented Indenture dated as of April 14, 1993, by
and between the Company and the Trustee (as so supplemented, the “Indenture”),
providing for the issuance from time to time of the Company’s unsecured
debentures, notes or other evidences of indebtedness (herein and therein called
the “Securities”), to be issued in one or more series as in the Indenture
provided;



                  WHEREAS, pursuant to a Certificate of Ownership and Merger dated as of May
7, 2002, the Company has merged with and into New Reliance;



                  WHEREAS, Section 801 of the Indenture permits the Company to merge into
any other Person, provided that (i) the Person into which the Company is merged
is an entity organized and validly existing under the laws of the United States
of America,



 







 




any State thereof or the District of Columbia and (ii) such Person
shall expressly assume by supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and any premium and interest on all the Securities and the
performance and observance of every covenant of the Indenture on the part of
the Company to be performed or observed;


                  WHEREAS, Section 802 of the Indenture provides that, upon the merger of
the Company into any other Person in accordance with Section 801 of the
Indenture, the successor Person into which the Company is merged shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under the Indenture with the same effect as if such successor Person
had been named as the Company in the Indenture, and thereafter, except in the
case of a lease, the Company shall be relieved of all obligations and covenants
under the Indenture and the Securities; and



                  WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of New Reliance and a valid supplement to the Indenture, in
accordance with its terms, have been done;



                  NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:



                  For and in consideration of the premises and of the mutual covenants
contained herein, it is mutually agreed, as follows:



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ARTICLE ONE



Provisions of General Application



Section 101. Provisions of General Application.


                  For all purposes of this Second Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires:




		
	 	                  (1) capitalized terms used herein without definition shall have the
meanings specified in the Indenture; and
	 
	 	                  (2) the words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Second Supplemental Indenture as a whole and
not to any particular Article, Section or other subdivision.



ARTICLE TWO



Succession and Assumption



Section 201. Succession and Assumption.


                  New Reliance hereby succeeds to, and is substituted for, and may exercise
every right and power of, the Company under the Indenture with the same effect
as if New Reliance had been named as the Company in the Indenture, and New
Reliance hereby expressly assumes the due and punctual payment of the principal
of and any
premium and interest on all the Securities and the performance and
observance of every covenant of the Indenture on the part of the Company to be
performed or observed.



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ARTICLE THREE



Miscellaneous



Section 301. Miscellaneous.


                  (a) The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions of the Indenture, as supplemented hereby.



                  (b) The recitals contained herein shall be taken as statements of New
Reliance, and the Trustee assumes no responsibility for their correctness.



                  (c) Each of New Reliance and the Trustee makes and reaffirms as of the
date of execution of this Second Supplemental Indenture all of its respective
representations, covenants and agreements set forth in the Indenture.



                  (d) All covenants and agreements in this Second Supplemental Indenture by
New Reliance or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.



                  (e) Except as otherwise provided herein, the Indenture shall remain in
full force and effect in accordance with its terms.



                  (f) This Second Supplemental Indenture shall be deemed to be incorporated
in, and made a part of, the Indenture; and the Indenture, as supplemented
hereby, shall be read, taken and construed as one and the same instrument.



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                  This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.



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




	 	 	 	 	 	 	 
	 	 	 	 	Reliance Electric Company
	
	
	
	

	 	 	 	 	(New Reliance)
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	 	 	By:	 	 
	
	
	
	

	 	 	 	 	 	 	

	
	
	
	

	 	 	 	 	 	 	William J. Calise, Jr.
	
	
	
	

	 	 	 	 	 	 	Vice President
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	Attest:	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	By:	 	 	 	 	 	 
	
	
	
	

	 	 	

	 	 	 	 
	
	
	
	

	 	 	
Name: Karen A. Balistreri	 	 	 	 
	
	
	
	

	 	 	
Title: Secretary	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	 	 	Deutsche Bank Trust Company Americas
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	 	 	 	 	By:	 	 
	
	
	
	

	 	 	 	 	 	 	

	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	Attest:	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	By:	 	 	 	 	 	 
	
	
	
	

	 	 	

	 	 	 	 
	
	
	
	

	 	 	
Name:	 	 	 	 
	
	
	
	

	 	 	
Title:	 	 	 	 



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Certificate of Acknowledgement




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF	 	 	 	 	 	 	)
	 	 	 
	
	
	
	

	 	

	 	 	 	 
	
	
	
	

	 	 	 	 	 	 	 	) ss.:	 	 	 
	
	
	
	

	COUNTY OF	 	 	 	 	)	 	 	 
	
	
	
	

	 	 	
	 	 	 



On the      day of May in the year 2002 before me, the undersigned, personally
appeared William J. Calise, Jr., personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
capacity, that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument, and
that such individual made such appearance before the undersigned in the County
of      , State of      .



	 	 	 
	 	 	


	
	
	
	

	 	 	
Notary Public



Certificate of Acknowledgement




	 	 	 	 	 	 	 
	STATE OF NEW JERSEY	 	 	
)
	 	 	 
	
	
	
	

	 	 	 	
) ss.:	 	 	 
	
	
	
	

	COUNTY OF HUDSON	 	 	)	 
	 	 



On the      day of May in the year 2002 before me, the undersigned, personally
appeared      , personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, that by his/her signature on the instrument, the individual,
or the person upon behalf of which the individual acted, executed the
instrument, and that such individual made such appearance before the
undersigned in the County of Hudson, State of New Jersey.



	 	 	 
	 	 	


	
	
	
	

	 	 	
Notary Public