Exhibit 4.2
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THE HOCKEY COMPANY AND SPORT MASKA INC., AS ISSUERS
AND
THE SUBSIDIARY GUARANTORS NAMED THEREIN, AS GUARANTORS
AND
THE BANK OF NEW YORK,
AS TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF MAY 22, 2003
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UNITS CONSISTING OF
11 1/4% SENIOR SECURED NOTES OF THE HOCKEY COMPANY DUE 2009
11 1/4% SENIOR SECURED NOTES OF SPORT MASKA INC. DUE 2009
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SECOND SUPPLEMENTAL INDENTURE dated as of May 22, 2003 (the "SUPPLEMENTAL
INDENTURE") among The Hockey Company, a Delaware corporation (the "COMPANY"),
Sport Maska Inc., a New Brunswick corporation ("SUBSIDIARY ISSUER" and,
together with the Company, the "ISSUERS"), the Guarantors (as defined therein)
and The Bank of New York, as trustee (the "TRUSTEE").
WHEREAS, the Issuers and Guarantors have duly authorized, executed and
delivered to the Trustee that certain Indenture, dated as of April 3, 2002 and
as supplemented from time to time (the "INDENTURE"), pursuant to which the
Issuers' 11 1/4% Senior Secured Note Units due 2009 (the "INITIAL UNITS"), each
Unit consisting of $500 principal amount of 11 1/4% Senior Secured Notes of the
Company (the "PARENT NOTES") and $500 principal amount of 11 1/4% Senior Secured
Notes of Subsidiary Issuer (the "SUBSIDIARY ISSUER NOTES" and, together with the
Parent Notes, the "NOTES"), were issued;
WHEREAS, pursuant to Section 9.01(1) of the Indenture, the Issuers and the
Guarantors, when authorized by a Board resolution, and the Trustee, together,
may amend or supplement the Indenture, the Notes, the Parent Guarantee or the
Guarantees without notice to or consent of any Holder to cure any ambiguity,
defect or inconsistency; PROVIDED that such amendment or supplement does not
adversely affect the rights of any Holder in any material respect;
WHEREAS, the respective Boards of Directors authorized the Issuers and the
Guarantors, as the case may be, to enter into a supplemental indenture in order,
among other things, to clarify the definition of "change of control";
AND WHEREAS, the parties wish to execute this Supplemental Indenture for
the purposes stated above;
NOW, THEREFORE, the Issuers and the Guarantors covenant and agree with the
Trustee, for the benefit of those who shall hold the Initial Units and related
Notes from time to time, as hereinafter set forth.
ARTICLE I
DEFINED TERMS
In this Supplemental Indenture and in the recitals hereto, except as
otherwise expressly provided herein or unless the context otherwise requires,
words and expressions which are defined in the Indenture shall have the
meanings, when used herein and in the recitals hereto, as are ascribed to them
in the Indenture.
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ARTICLE II
AMENDMENTS TO THE INDENTURE
Upon execution and delivery of this Supplemental Indenture to the Trustee,
the Indenture shall be amended as set forth below.
2.1 The definition of "CHANGE OF CONTROL" contained in Section 1.01 of the
Indenture is hereby amended so as to read as follows:
"CHANGE OF CONTROL" means the occurrence of one or more of the
following events: (i) any Person or "Group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act)(other than the Permitted
Holders) is or becomes the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act) directly or indirectly, of 50%
or more of the total outstanding Voting Stock of the Company; or (ii)
during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election to such Board
of Directors, or whose nomination for election by the shareholders of
the Company has been approved by a vote of a majority of the directors
then still in office who either were directors at the beginning of
such period or shoes election or nomination for election was
previously so approved) cease for any reason to constitute a majority
of the Board of Directors then in office; or (iii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company
and its Subsidiaries on a consolidated basis to any Person or Group,
together with any Affiliates thereof (whether or not otherwise in
compliance with the provisions of the Indenture) that are not
controlled, directly or indirectly, by the Permitted Holders; or (iv)
the approval by the holders of Capital Stock of the Company of any
plan or proposal for the liquidation or dissolution of the Company
(whether or not otherwise in compliance with this Indenture);
PROVIDED, HOWEVER, that no Change of Control shall be deemed to have
occurred as a result of any corporate reorganization in which a
holding company is formed and as a result of which such holding
company is or becomes the "beneficial owner" of 50% or more of the
total outstanding Voting Stock of the Company; PROVIDED FURTHER,
HOWEVER, that a Change of Control shall be deemed to have occurred at
such time as any Person or Group is or becomes the "beneficial owner"
directly or indirectly of 50% or more of the total outstanding Voting
Stock of such holding company."
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ARTICLE III
MISCELLANEOUS PROVISIONS
3.1 INTERPRETATION
This Supplemental Indenture is a supplemental indenture executed
pursuant to Section 9.01(1) of the Indenture. Upon execution, delivery and
effectiveness pursuant to this Supplemental Indenture, the Indenture shall
be modified and amended in accordance with this Second Supplemental
Indenture.
3.2 SUCCESSORS AND ASSIGNS
All covenants and agreements in this First Supplemental Indenture by
the Issuers and the Guarantors or the Trustee shall bind and inure to the
benefit of their respective successors and assigns.
3.3 GOVERNING LAW
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts
made and performed within the State of New York, without regard to
principles of conflict of laws. Each of the parties hereto agrees to submit
to the jurisdiction of any state or federal court located in the State of
New York in any action or proceeding arising out of or relating to this
Supplemental Indenture.
3.4 DUPLICATE ORIGINALS
The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be deemed an original, but all of them
together shall represent the same agreement.
3.5 RATIFICATION BY TRUSTEE
Except as expressly supplemented or amended as set forth in this
Second Supplemental Indenture, the Indenture is hereby ratified and
confirmed, and all the terms, provisions and conditions thereof shall be
and continue in full force and effect. The Trustee accepts the trusts
created by Indenture, as amended and supplemented by this Second
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions in the Indenture as amended and supplemented by this Second
Supplemental Indenture.
3.6 TRUSTEE DISCLAIMER
The Trustee shall not be responsible in any matter whatsoever for or
in respect of the validity or sufficiency of this Second Supplemental
Indenture, except with respect to the execution hereof by the Trustee, nor
shall the Trustee be responsible for or in respect of the recitals
contained herein, all of which are made solely by the Issuers and the
Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed as of the date first written above.
THE HOCKEY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer and Vice President,
Finance and Administration
SPORT MASKA INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President,
Finance and Administration
SPORTS HOLDINGS CORP., as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President,
Finance and Administration
MASKA U.S., INC., as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President,
Finance and Administration
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SLM TRADEMARK ACQUISITION CORP., as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President,
Finance and Administration
WAP HOLDINGS INC., as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President,
Finance and Administration
SLM TRADEMARK ACQUISITION CANADA CORP.,
as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President,
Finance and Administration
JOFA AB, as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
JOFA HOLDING AB, as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
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NORDIC HOCKEY COMPANY AB, as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
