Exhibit 10.2
EXECUTION COPY
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE, dated as of October 14, 2009 (this "Supplemental
Indenture"), is entered into by and between GKK CAPITAL LP, a Delaware limited
partnership (the "Company") and THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION (the "Trustee").
Reference is made to the Junior Subordinated Indenture dated as of January 30,
2009, by and between the Company and the Trustee (the "Indenture").
WHEREAS, the Company desires to amend Section 10.6(a) of the Indenture; and
WHEREAS, execution and delivery by the Company of this Supplemental Indenture
has been duly authorized by all requisite corporate action and all other action
required to make this Supplemental Indenture a valid and binding instrument.
NOW, THEREFORE, in consideration of the foregoing, the Trustee and the Company
are entering into this Supplemental Indenture pursuant to Section 9.2 of the
Indenture as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
SECTION 1.01
RELATION TO INDENTURE.
THIS SUPPLEMENTAL INDENTURE
AMENDS AND SUPPLEMENTS THE INDENTURE AND SHALL BE PART AND SUBJECT TO ALL TERMS
THEREOF.
EXCEPT AS AMENDED AND SUPPLEMENTED HEREBY, THE INDENTURE AND THE
SECURITIES ISSUED THEREUNDER SHALL CONTINUE IN FULL FORCE AND EFFECT.
SECTION 1.02
DEFINITIONS.
EACH TERM USED HEREIN THAT IS DEFINED IN
THE INDENTURE SHALL HAVE THE MEANING ASSIGNED TO SUCH TERM IN THE INDENTURE
UNLESS OTHERWISE SPECIFICALLY DEFINED HEREIN, IN WHICH CASE THE DEFINITION SET
FORTH HEREIN SHALL GOVERN.
SECTION 1.03
SECTION 10.6(A) OF THE INDENTURE IS HEREBY DELETED IN ITS
ENTIRETY AND REPLACED WITH THE FOLLOWING:
"THE COMPANY COVENANTS AND AGREES WITH EACH HOLDER OF SECURITIES THAT DURING ANY
PERIOD IN WHICH AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, IT
SHALL NOT (I) DECLARE OR PAY ANY DIVIDENDS OR DISTRIBUTIONS ON, OR REDEEM,
PURCHASE, ACQUIRE OR MAKE A LIQUIDATION PAYMENT WITH RESPECT TO, ANY UNITS OF
THE COMPANY'S LIMITED PARTNERSHIP INTERESTS, (II) VOTE IN FAVOR OF OR PERMIT OR
OTHERWISE ALLOW ANY OF ITS SUBSIDIARIES TO DECLARE OR PAY ANY DIVIDENDS OR
DISTRIBUTIONS ON, OR REDEEM, PURCHASE, ACQUIRE OR MAKE A LIQUIDATION PAYMENT
WITH RESPECT TO, OR OTHERWISE RETIRE, ANY SHARES OF ANY SUBSIDIARY'S PREFERRED
STOCK (FOR THE AVOIDANCE OF DOUBT, WHETHER SUCH PREFERRED STOCK IS PERPETUAL OR
OTHERWISE); OR (III) MAKE ANY PAYMENT OF PRINCIPAL OF OR ANY INTEREST OR
PREMIUM, IF ANY, ON OR REPAY, REPURCHASE OR REDEEM ANY DEBT SECURITIES OF THE
COMPANY THAT RANK PARI PASSU IN ALL RESPECTS WITH OR JUNIOR IN INTEREST TO THE
SECURITIES (OTHER THAN (A) REPURCHASES, REDEMPTIONS OR OTHER ACQUISITIONS OF
UNITS OF LIMITED PARTNERSHIP INTERESTS OF THE COMPANY IN CONNECTION WITH ANY
EMPLOYMENT CONTRACT, BENEFIT PLAN OR OTHER SIMILAR
ARRANGEMENT WITH OR FOR THE BENEFIT OF ANY ONE OR MORE EMPLOYEES, OFFICERS,
DIRECTORS OR CONSULTANTS, IN CONNECTION WITH A DIVIDEND, REINVESTMENT OR LIMITED
PARTNERSHIP INTERESTS PURCHASE PLAN OR IN CONNECTION WITH THE ISSUANCE OF
LIMITED PARTNERSHIP INTERESTS OF THE COMPANY (OR SECURITIES CONVERTIBLE INTO OR
EXERCISABLE FOR SUCH UNITS OF LIMITED PARTNERSHIP INTERESTS) AS CONSIDERATION IN
AN ACQUISITION TRANSACTION ENTERED INTO PRIOR TO