EXHIBIT 99.2
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of January 29, 1999 between
Omega Cabinets, Ltd., a Delaware corporation (the "Company"), Panther Transport,
Inc., an Iowa corporation and a subsidiary of the Company (the "Existing
Guarantor"), Omega Kitchen Craft U.S. Corp., a Delaware corporation ("KC U.S.
Corp."), Bulrad Illinois, Inc., an Illinois corporation ("Bulrad and together
with KC U.S. Corp., collectively, the "New Guarantors"), and The Chase Manhattan
Bank, as trustee under the Indenture hereinafter mentioned (the "Trustee").
WHEREAS, the Company, the Existing Guarantor and HomeCrest Corporation have
heretofore executed and delivered to the Trustee an indenture dated as of July
24, 1997 (the "Existing Indenture", and the Existing Indenture, as it may from
time to time be supplemented or amended by one or more additional indentures
supplemental thereto entered into pursuant to the applicable provisions thereof,
being hereinafter called the "Indenture"), providing for the creation of and
issuance of $100,000,000 in aggregate principal amount of the Company's 10-1/2%
Senior Subordinated Notes due 2007 (the "Notes");
WHEREAS, the Indenture provides that under certain circumstances the
Company may or must cause certain of its Subsidiaries to execute and deliver to
the Trustee a supplemental indenture pursuant to which such Subsidiaries shall
unconditionally guarantee all of the Company's obligations under the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Second Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Existing Guarantor, the New Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:
1. Capitalized Terms. Capitalized terms used herein without definition
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shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee Notes. The New Guarantors hereby agree, jointly
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and severally with all other Guarantors, to guarantee the Company's obligations
under the Notes and the Indenture on the terms and subject to the conditions set
forth in Article 11 of the Indenture and to be bound by all other applicable
provisions of the Indenture.
3. No Recourse Against Others. No past, present or future director,
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officer, employee, incorporator, shareholder or agent of any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Subsidiary Guarantees, the Indenture or this Second
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
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SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE.
5. Counterparts. The parties may sign any number of copies of this Second
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Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
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only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner
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whatsoever for or in respect of the validity or sufficiency of this Second
Supplemental Indenture or for or in respect of the correctness of the recitals
of fact contained herein, all of which recitals are made solely by the New
Guarantors.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first above written.
OMEGA CABINETS, LTD.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
PANTHER TRANSPORT, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
OMEGA KITCHEN CRAFT U.S. CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
BULRAD ILLINOIS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
AS TRUSTEE
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: Vice President
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