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EXHIBIT 4.8
SECOND SUPPLEMENTAL INDENTURE TO THE
INDENTURE DATED AS OF NOVEMBER 15 1991
BETWEEN FIRST MISSISSIPPI CORPORATION AND
DEPOSIT GUARANTY NATIONAL BANK
This Second Supplemental Indenture to the Indenture (the "Indenture")
dated as of November 15, 1991 between FIRST MISSISSIPPI CORPORATION, a
corporation duly organized and existing under the laws of the State of
Mississippi (the "Company"), and DEPOSIT GUARANTY NATIONAL BANK, a national
banking association organized under the laws of the United States (the
"Trustee"), is entered into as of this 23rd day of December, 1996 by and among
the Company, the Trustee and ChemFirst Inc., a wholly-owned subsidiary of the
Company.
Statement of Facts
The Company and the Trustee are parties to the Indenture pursuant to
which the Company has been authorized to issue Debentures in the aggregate
principal amount of $102,437.50, of which Debentures in the aggregate principal
amount of $-0- have been issued and are currently outstanding, and Debentures
in the aggregate principal amount of $46,562.50 remain subject to issuance upon
exercise of outstanding Debenture options. The Company is in the process of
completing a transaction pursuant to which certain of the Company's assets,
including all Indentures and Debentures to which the Company is currently a
party, will be assigned to ChemFirst Inc. ("ChemFirst"), a wholly-owned
subsidiary of the Company, whose stock will thereafter be distributed to the
Company's shareholders on a pro rata basis. Section 13.01 of the Indenture
provides that any successor to the Company which assumes the Company's
obligations under this Indenture shall do so by supplemental indenture
satisfactory to the Trustee. The Company, the Trustee and ChemFirst wish to
amend the Indenture to provide for the express assumption by ChemFirst of the
due and punctual payment of the principal of and interest on all the
Debentures, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture.
Modification of Terms
For and in consideration of the foregoing premises, the parties hereto
covenant and agree for the benefit of the Debenture Holders as follows:
The provisions of the Indenture and the terms of the Debentures are
hereby modified to provide that ChemFirst shall succeed to and be substituted
for the Company for purposes of the Indenture and the Debentures, and in
accordance therewith ChemFirst, by executing this Second Supplemental
Indenture, hereby expressly assumes the due and punctual payment of the
principal of and interest on all the Debentures, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of the Indenture. In addition, the holder of each Debenture shall,
subject to the terms and conditions of such Debenture, have the right to
convert such Debenture into shares of Convertible Preferred Stock of ChemFirst
and
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such Debentures shall no longer be convertible into shares of Convertible
Preferred Stock of First Mississippi Corporation. All applicable sections of
the Indenture and all applicable terms of the Debentures, including without
limitation those described below, are hereby amended to implement the foregoing
modification:
(a) The definition for "Company" in Section 1.01 of the Indenture
shall be deleted and replaced with the following:
"The term "Company" shall mean ChemFirst Inc., a
Mississippi corporation, and, subject to the provisions of
Article Thirteen, shall include its successors and
assigns."
(b) All references to "First Mississippi Corporation" in the
Indenture and in each Debenture shall be stricken and replaced
with the words "ChemFirst Inc."
IN WITNESS WHEREOF, FIRST MISSISSIPPI CORPORATION, DEPOSIT GUARANTY
NATIONAL BANK AND CHEMFIRST INC. have each caused this Second Supplemental
Indenture to be signed and acknowledged by its President or one of its Vice
Presidents, and its corporate seal to be affixed hereunder, and the same to be
attested by its Secretary or one of its Assistant Secretaries, as of the day
and year first written above.
FIRST MISSISSIPPI CORPORATION
(Corporate Seal)
Attest: By:
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Secretary Title:
DEPOSIT GUARANTY NATIONAL BANK
(Corporate Seal)
Attest: By:
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Secretary Title:
CHEMFIRST INC.
(Corporate Seal)
Attest: By:
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Secretary Title:
