EXHIBIT 4(i)
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of February 18, 2004, is
between JORDAN INDUSTRIES, INC., an Illinois corporation (the "Company"), and
U.S. BANK NATIONAL ASSOCIATION, as trustee (herein called the "Trustee").
PRELIMINARY STATEMENT
The Company and the Trustee have entered into an Indenture, dated as of
April 2, 1997, as supplemented by a First Supplemental Indenture dated as of
July 25, 1997 and a Second Supplemental Indenture dated as of March 9, 1999 (the
Indenture, as supplemented being collectively referred to as the "Indenture")
with respect to the Company's 11 3/4% Senior Subordinated Discount Debentures
due 2009 (the "Securities"). Capitalized terms used herein but not otherwise
defined herein shall have the meanings given them in the Indenture.
Section 9.02 of the Indenture provides that, under certain
circumstances, a supplemental indenture may be entered into by the Company and
the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Securities. In accordance with the
terms of Sections 9.02 and 9.06 of the Indenture, the Company has, by resolution
of the Board of Directors, authorized this Third Supplemental Indenture. The
Trustee has determined that this Third Supplemental Indenture is in a form
satisfactory to it.
The Company has solicited consents to proposed amendments to the
Indenture pursuant to the Consent Solicitation Statement dated January 15, 2004
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Consent Solicitation Statement"). This Third Supplemental Indenture
evidences the proposed amendments described in the Consent Solicitation
Statement.
All things necessary to make this Third Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
issued under the Indenture from and after the date of this Third Supplemental
Indenture, as follows:
Section 1. Amendments to the Indenture.
(a) Sections 4.02 through 4.09 of the Indenture, inclusive, and
Sections 4.11 through 4.17 of the Indenture, inclusive, are hereby deleted in
their entirety and each Section is replaced with the following: "Reserved."
(b) Article 5 of the Indenture is hereby deleted in its entirety
and replaced with the following: "Reserved."
(c) Clauses (4) through (7) of Section 6.01 of the Indenture,
inclusive, are hereby deleted in their entirety and each clause is hereby
replaced with the following: "Reserved."
(d) Section 13 of the Securities is hereby deleted in its entirety
and replaced with the following:
"13. Defaults and Remedies. Events of Default include: (i) default for
30 days in payment of interest on the Securities; (ii) default in
payment of principal of or premium, if any, on the Securities; and
(iii) failure by the Company for 30 days after notice to it to comply
with any of its other agreements or covenants in, or provisions of, the
Indenture or the Securities. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal
amount of the Securities may declare all of the Securities to be
immediately due and payable in an amount equal to the Accreted Value of
such Securities, plus any accrued and unpaid interest; provided,
however, that if any Indebtedness is outstanding under the Credit
Agreement or the New Credit Agreement, upon a declaration of
acceleration of the Securities, the Accreted Value of, and any accrued
and unpaid interest on, the Securities shall not be payable until the
earlier of (1) the day which is five Business Days after notice of
acceleration is given to the Company and the Credit Agent, or (2) the
date of acceleration of the Indebtedness under the Credit Agreement or
the New Credit Agreement, as the case may be. Subject to certain
exceptions, Holders of a majority in principal amount of the then
outstanding Securities may direct the Trustee in its exercise of any
trust or power, provided that the Trustee will be under no obligation
to exercise any of its rights or powers under the Indenture at the
request of Holders unless such Holders have offered to the Trustee
security and indemnity satisfactory to it. Holders may not enforce the
Indenture or the Securities except as provided in the Indenture. The
Company must furnish an annual compliance certificate to the Trustee."
(e) All terms defined in Section 1.01 of the Indenture and
contained in the Article, Sections and Clauses of the Indenture and the
Securities deleted pursuant to paragraphs (a) through (d), inclusive, of Section
1 of this Third Supplemental Indenture, but not otherwise used elsewhere in the
Indenture or the Securities, are hereby deleted in their entirety.
(f) All references in the Indenture and the Securities to the
Article, Sections and Clauses of the Indenture and the Securities deleted
pursuant to Section 1 of this Third Supplemental Indenture are hereby deleted.
Section 2. Effectiveness.
This Third Supplemental Indenture is entered into pursuant to and
consistent with Section 9.02 of the Indenture, and nothing herein shall
constitute an amendment, supplement or waiver requiring the approval of each
Holder pursuant to clauses (1) through (7) of the last paragraph of Section
9.02. This Third Supplemental Indenture shall become effective and binding on
the Company, the Trustee and the Holders of the Securities upon the execution
and delivery by the parties to this Third Supplemental Indenture; provided,
however, that the provisions of the Indenture and Securities referred to in
Section 1 above (such provisions being referred to as the "Amended Provisions")
will remain in effect in the form they existed prior to the execution of this
Third Supplemental Indenture, and the deletions and the amendments to the
Amended
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Provisions will not become operative, and the terms of the Indenture will not be
amended, modified or deleted, in each case, until the closing of the Exchange
Offer (as defined in the Consent Solicitation Statement) (the "Operative Date").
Section 3. Reference to and Effect on the Indenture.
(a) On and after the Operative Date, each reference in the
Indenture to "the Indenture," "this Indenture," "hereunder," "hereof" or
"herein" shall mean and be a reference to the Indenture as supplemented by this
Third Supplemental Indenture unless the context otherwise requires.
(b) Except as specifically amended above, the Indenture shall
remain in full force and effect and is hereby ratified and confirmed.
Section 4. Governing Law.
This Third Supplemental Indenture shall be construed and enforced in
accordance with, and interpreted under, the internal laws of the State of New
York, without reference to the conflict of laws provisions thereof.
Section 5. Counterparts and Methods of Execution.
This Third Supplemental Indenture may be executed in several
counterparts, all of which together shall constitute one agreement binding on
all parties, notwithstanding that all parties have not signed the same
counterpart.
Section 6. Titles.
Section titles are for descriptive purposes only and shall not control
or alter the meaning of this Third Supplemental Indenture as set forth in the
text.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Third
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized all as of the day and year first above written.
JORDAN INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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