EXHIBIT 4.1
TOWN & COUNTRY CORPORATION,
as Issuer
AND
TOWN & COUNTRY FINE JEWELRY GROUP, INC.,
▇.▇. ▇▇▇▇▇▇▇ COMPANY, INC. and GOLD ▇▇▇▇▇, INC.,
as Guarantors
AND
FLEET NATIONAL BANK (as successor to Shawmut Bank, N.A.),
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of November 13, 1996
to
INDENTURE
Dated as of May 4, 1993
$30,000,000
11-1/2% Senior Secured Notes Due September 5, 1997
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE dated as of November 13, 1996, by and among
TOWN & COUNTRY CORPORATION, a Massachusetts corporation (the "Issuer"), FLEET
NATIONAL BANK (as successor to Shawmut Bank, N.A.), a national banking
association, as Trustee (the "Trustee"), and TOWN & COUNTRY FINE JEWELRY GROUP,
INC., ▇.▇. ▇▇▇▇▇▇▇ COMPANY, INC. and GOLD ▇▇▇▇▇, INC. (the "Guarantors").
WHEREAS, all capitalized terms used in this Second Supplemental Indenture
have the respective meanings set forth in the Indenture; and
WHEREAS, the Issuer, the Guarantors and the Trustee entered into that
certain Indenture dated as of May 14, 1993 (as amended by the First Supplemental
Indenture dated August 31, 1993, the "Indenture"), which authorized the issuance
of $30,000,000 11p% Senior Secured Notes due September 15, 1997 (the
"Securities"); and
WHEREAS, all acts and proceedings required by law, the Indenture, the
articles of organization and the by-laws of the Issuer and the Guarantors to
authorize, approve and constitute this Second Supplemental Indenture as a valid
and binding agreement for the uses and purposes set forth herein, in accordance
with its terms, have been done and taken, and the execution and delivery of this
Second Supplemental Indenture have in all respects been duly authorized by the
Issuer and the Guarantors.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Issuer,
the Guarantors and the Trustee hereby agree as follows:
(1) Section 4.05 of the Indenture is hereby amended by deleting subsection
(a) in its entirety.
(2) The definition of "Minimum Net Worth" as set forth in the Indenture
shall be deleted in its entirety and replaced as follows: "Minimum Net Worth"
means, as of any date, an amount equal to negative $7,500,000.
(3) Section 4.11(a) of the Indenture is hereby amended by eliminating in
its entirety clause (ii) thereof and replacing it with the following: "(ii) the
proceeds therefrom consist of at least 85% cash or Cash Equivalents,".
(4) The Trustee accepts the amendment of the Indenture effected by this
Second Supplemental Indenture. Without limiting the generality of the foregoing,
the Trustee has no responsibility for the correctness of the recitals of fact
herein contained which shall be taken as the statements of the Issuer and the
Guarantors.
(5) This Second Supplemental Indenture shall become valid, binding and
effective upon its execution by the Issuer, the Guarantors and the Trustee.
(6) Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect.
(7) This Second Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered shall be bound hereby.
(8) This Second Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all of such counterparts shall together constitute one and the same
instrument.
(9) The laws of The Commonwealth of Massachusetts shall govern this Second
Supplemental Indenture without regard to principles of conflicts of law.
(10) Nothing contained in this Second Supplemental Indenture shall operate
as a waiver or release of any right, remedy, claim or privilege against the
Company, the Guarantors or any other person as to matters not specifically
addressed by this Second Supplemental Indenture, and all such rights, remedies,
claims and privileges are hereby expressly preserved.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
TOWN & COUNTRY
CORPORATION
By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chairman
TOWN & COUNTRY FINE
JEWELRY GROUP, INC.
By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chairman
▇.▇. ▇▇▇▇▇▇▇
COMPANY, INC.
By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chairman
GOLD ▇▇▇▇▇, INC.
By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chairman
FLEET NATIONAL BANK
(as successor to Shawmut Bank, N.A.),
as Trustee
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
