EXHIBIT 4(b)(5)
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture dated as of March 12, 1996 is made
with reference to the following:
FACTS
A. On March 7, 1991, the parties hereto or their predecessors in
interest entered into the Indenture dated as of March 7, 1991 (the "Original
Indenture") relating to The Price Company's 63/4% Convertible Subordinated
Debentures Due 2001 (the "Debentures").
B. On June 30, 1993, First Interstate Bank of California succeeded
First Interstate Bank, Ltd. as Trustee under the Original Indenture.
C. The Original Indenture was amended and supplemented by Supplemental
Indenture dated as of October 21, 1993 and by Supplemental Indenture dated as
of October 22, 1993. The Original Indenture as so amended and supplemented,
is hereinafter referred to as the "Indenture" and the Obligor under the
Indenture is hereinafter referred to as the "Company."
D. Section 3.03 of the Indenture provides that the Company shall mail a
notice of redemption to each Debenture holder at least 30 days before a
redemption date.
E. Section 3.03 is inconsistent with Section 6 of the Debenture which
provides for a 15 day minimum notice, instead of a 30 day minimum notice and
is also inconsistent with the description of the Debentures in the February
28, 1991 Prospectus, by means of which the Debentures were offered for sale.
Page 13 of the Prospectus states that notice of redemption will be mailed to
each holder of Debentures to be redeemed at least 15 days before a redemption
date.
F. The Company has informed the Trustee that it intended a minimum 15
day notice period and has requested the Trustee to enter into this Third
Supplemental Indenture to give effect to the Company's intention and to
eliminate the aforesaid inconsistency.
G. Section 9.01 of the Indenture allows the Company and the Trustee to
enter into supplemental indentures without the consent of Debenture holders,
inter alia to cure any ambiguity, defect or inconsistency.
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AGREEMENT
To eliminate the foregoing inconsistency, the parties hereto hereby agree
as follows:
1. The first grammatical paragraph of Section 3.03 of the Indenture is
hereby amended to read in its entirety as follows:
"Section 3.03. NOTICE OF REDEMPTION. At least 15 days but
not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose
Securities are to be redeemed."
2. Except as expressly supplemented hereby, the Indenture is in all
respects ratified and confirmed and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.
3. This Third Supplemental Indenture shall be governed by the laws of
the State of California.
4. This Third Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Third Supplemental
Indenture as of the date first above written.
THE PRICE COMPANY
By: /s/ Joel Benoliel
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PRICE/COSTCO, INC., as Additional Obligor Under
the Indenture
By: /s/ Richard A. Galanti
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FIRST INTERSTATE BANK OF CALIFORNIA, as Successor
Trustee to First Interstate Bank, Ltd.
By: /s/ Teresa Fructuoso
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