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EXHIBIT 4.2
SUPPLEMENTAL INDENTURE, dated as of October 20, 1995, between SYNTHETIC
INDUSTRIES, INC., a Delaware corporation, as Issuer (the "Company"), and UNITED
STATES TRUST COMPANY OF NEW YORK, a New York banking corporation, as trustee
(the "Trustee").
RECITALS OF THE COMPANY
The Company and the Trustee entered into an Indenture, dated as of
December 14, 1992 (the "Indenture"), pursuant to which $140,000,000 aggregate
principal amount of the Company's 12-3/4% Senior Subordinated Debentures due
2002 (the "Securities") were issued. Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Indenture.
The Trustee has been acting as Trustee under the Indenture.
Section 901 of the Indenture provides that, without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental thereto in form satisfactory to the Trustee, inter alia, to cure
any ambiguity, to correct or supplement any provision therein which may be
defective or inconsistent with any other provision therein, or to make any
other provisions with respect to matters or questions arising under this
Indenture; provided that, in each case, such provisions shall not adversely
affect the interests of the Holders.
The undersigned officers of the Company have been authorized, empowered
and directed by a Board Resolution to execute this supplemental indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the covenants contained
herein, the Company and the Trustee agree as follows:
1. Clause (i) of the definition of "Permitted Indebtedness"
contained in Section 101 of the Indenture is hereby amended and restated as
follows:
(i) Subject to clause (x) of this definition, Indebtedness of
the Company under the Bank Credit Agreement or refinancing thereof
permitted under clause (vii) of this definition, in an aggregate
principal amount at any one time outstanding not to exceed $75,000,000,
less, on the date of any determination hereunder, the amount of
Indebtedness then outstanding under clause (i) of the definition of
Permitted Subsidiary Indebtedness or refinancing thereof permitted by
clause (vi) of such definition;
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2. Clause (vii) of the definition of "Permitted Indebtedness"
contained in Section 101 of the Indenture is hereby amended and restated as
follows:
(vii) any renewals, extensions, substitutions, refinancings or
replacements (each, for purposes of this clause, a "refinancing") by the
Company of any Indebtedness of the Company, including any successive
refinancings by the Company, so long as (A) any such new Indebtedness
shall be in a principal amount that does not exceed the principal amount
(or, if such Indebtedness being refinanced provides for an amount less
than the principal amount thereof to be due and payable upon a
declaration of acceleration thereof, such lesser amount as of the date
of determination) so refinanced, plus the amount of any premium required
to be paid under the terms of the instrument governing such Indebtedness
being so refinanced or the amount of any premium reasonably determined
by the Company as necessary to accomplish such refinancing through means
of a tender offer or privately negotiated transaction (it being
understood that, with respect to the refinancing of the Indebtedness
permitted to be incurred under clause (i) above, the amount of such
Indebtedness outstanding pursuant to such clause (i), together with any
refinancing thereof, shall not at any one time exceed $75,000,000 plus
the amount of Indebtedness permitted to be incurred under clause (x) of
this definition, less the amount of Permitted Subsidiary Indebtedness
then outstanding under clause (i) of the definition of Permitted
Subsidiary Indebtedness and refinancings thereof permitted by clause
(vi) of such definition), and (B) in the case of any refinancing of Pari
Passu Indebtedness or Subordinated Indebtedness, (1) such new
Indebtedness is made pari passu with or subordinate to the Securities at
least to the same extent as the Indebtedness being refinanced and (2) if
such Indebtedness being refinanced is Specified Pari Passu Indebtedness
or Specified Subordinated Indebtedness, such new Indebtedness has an
Average Life and final Stated Maturity of principal that exceeds the
Average Life and final Stated Maturity of the Securities;
3. Clause (x) of the definition of "Permitted Indebtedness"
contained in Section 101 of the Indenture is hereby amended and restated as
follows:
(x) Indebtedness (which may consist in whole or in part of
additional Indebtedness under the Bank Credit Agreement pursuant to
clause (i) of this definition, as well as one or more of the other types
of Indebtedness permitted to be incurred pursuant to the other clauses
of this definition) in addition to that permitted to be incurred
pursuant to clauses (i) through (ix) above and clause (xi) below, which,
together with any other outstanding Indebtedness incurred pursuant to
this clause (x), has an aggregate principal amount not in excess of
$10,000,000 outstanding at any one time; and
4. All other provisions of the Indenture shall remain in full force
and effect.
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5. This supplemental indenture shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof.
6. This supplemental indenture is executed by the Company and the
Trustee pursuant to the provisions of Article 9 of the Indenture, and the terms
and conditions hereof shall be, and shall from and after the date hereof be
deemed to be, part of the terms and conditions of the Indenture for any and all
purposes. Any reference to the Indenture shall be deemed to be a reference to
the Indenture as supplemental hereby.
7. All covenants and agreements in this supplemental indenture by
the Company shall bind its successors and assigns, whether so expressed or not.
This supplemental indenture may be signed in any number of counterparts
with the same effect as if the signatures to each counterpart were upon a
single instrument, and all such counterparts together shall be deemed an
original of this supplemental indenture.
IN WITNESS WHEREOF, the parties hereto have caused this supplemental
indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
SYNTHETIC INDUSTRIES, INC.
By:
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Xxxxxxx Chill
President
Attest:
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Xxx X. Xxxxxxx
Vice President-Finance
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
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Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
Attest:
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Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
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STATE OF GEORGIA )
) ss.:
COUNTY OF XXXXXX )
On the 20th day of October, 1995, before me personally came Xxxxxxx
Chill, to me known, who, being by me duly sworn, did depose and say that he
resides in Chattanooga, Tennessee; that he is President of Synthetic
Industries, Inc., one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of such corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed pursuant to authority of the Board of Directors of such corporation;
and that he signed his name thereto pursuant to like authority
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(Notarial Seal)
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 18th day of October, 1995, before me personally came Xxxxxxxx
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that s/he
resides at [illegible], that s/he is Assistant Vice President of United States
Trust Company of New York, one of the corporations described in and which
executed the above instrument; that s/he knows the corporate seal of such
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to authority of the Board of Directors of such
corporation; and that s/he signed her/his name thereto pursuant to like
authority
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(Notarial Seal)
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October 20, 1995
Xx. Xxx X. Xxxxxxx
Synthetic Industries, Inc.
000 XxXxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Re: Supplemental Indenture dated October 20, 1995
Ladies and Gentlemen:
Reference is made to the Fourth Amended and Restated Revolving Credit
and Security Agreement dated October 20, 1995 among Synthetic Industries, Inc.
("Synthetic"), The First National Bank of Boston, as Agent and as a Lender, and
the Lenders (as amended, the "Credit Agreement"). Each capitalized term used
and not defined herein shall have the meaning given to said term in the Credit
Agreement.
Section 10.17 of the Credit Agreement prohibits the amendment in any
material respect of any term or provision contained in a certain Indenture
dated as of December 14, 0000 xxxxxxx Xxxxxxxxx xxx xxx Xxxxxx Xxxxxx Trust
Company, as trustee (the "Indenture"), without the consent of the Majority
Lenders. Synthetic has requested that the Lenders waive the application of
Section 10.17, to the extent applicable, in connection with Synthetic's
execution and delivery of the Supplemental Indenture dated October 20, 1995, a
copy is attached to this letter (the "Supplemental Indenture").
By their signature below the Lenders hereby waive the application of
Section 10.17, as it may apply to Synthetic, to permit Synthetic to execute and
deliver the Supplemental Indenture. The waiver set forth in this letter shall
be limited precisely as written and except as expressly set forth herein, shall
not be deemed to be a consent to any waiver or modification of any other term
or condition of the Credit Agreement or any Loan Document.
This letter may be executed in any number of counterparts and by the
different parties on separate counterparts and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same letter agreement.
THE FIRST NATIONAL BANK OF BOSTON,
as Agent and as a Lender
By:
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Xxxxxxx X. Xxxxxxxx
Vice President
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Xx. Xxx X. Xxxxxxx
October 20, 1995
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SANWA BUSINESS CREDIT CORPORATION,
as a Lender
By:
---------------------------------
Name:
Title:
SOUTHTRUST BANK OF GEORGIA, N.A.,
as a Lender
By:
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Name:
Title:
