1
EXHIBIT 4.11
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of October 13, 1995 (this
"Supplemental Indenture") between ENVIRODYNE INDUSTRIES, INC., a Delaware
corporation (the "Company"), and SHAWMUT BANK CONNECTICUT, NATIONAL
ASSOCIATION, as trustee (the "Trustee"), under the Indenture dated as of June
20, 1995 between the Company and the Trustee (the "Original Indenture").
WHEREAS, the Company has issued, the Trustee has authenticated
and there have been delivered pursuant to the Original Indenture $160,000,000
aggregate principal amount of the Company's First Priority Senior Secured Notes
due 2000, all of which are currently outstanding;
WHEREAS, the Company desires, by this Supplemental Indenture,
to amend the definition of "Consolidated Intangible Assets" in Section 1.01 of
the Original Indenture (the "Amendment");
WHEREAS, Section 8.02 of the Indenture provides that the
Company and the Trustee may enter into a supplemental indenture, with the
consent of the holders of not less than a majority in aggregate principal
amount of the then outstanding Securities (as defined therein), for the
purpose of changing any provisions of the Original Indenture except as
otherwise set forth therein;
WHEREAS, the holders of not less than a majority in principal
amount of the Securities outstanding as of 5:00 p.m., New York City time,
on September 5, 1995, the record date for such purpose, have consented to the
Amendment; and
WHEREAS, the Company is legally empowered and has been duly
authorized by the necessary corporate action to make, execute and deliver this
Supplemental Indenture, and all acts and things whatsoever necessary to make
this Supplemental Indenture, when executed and delivered by the Company
and the Trustee, a valid, binding and legal instrument have been taken;
NOW, THEREFORE, each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the holders of the
Securities:
ARTICLE 1
DEFINITIONS
All terms used in this Supplemental Indenture which are defined
in the Original Indenture shall have the meanings assigned to them in the
Original Indenture.
2
ARTICLE 2
AMENDMENT OF ORIGINAL INDENTURE
Section 1.01 of the Original Indenture is hereby amended by
deleting the definition of "Consolidated Intangible Assets" in its entirety and
substituting in lieu thereof the following:
"Consolidated Intangible Assets" means, as at any date, (i)
the amount of all write-ups in the book value of any asset resulting
from the revaluation thereof and all write-ups in excess of the cost of
assets acquired, plus (ii) the amount of all unamortized original issue
discount, unamortized debt expense (exclusive of amounts attributable
to unamortized debt expense in existence as of June 29, 1995),
goodwill, patents (exclusive of amounts attributable to patents owned
by the Company and its Subsidiaries as of June 29, 1995), trademarks,
service marks, trade names, copyrights, organization and development
expense and other intangible assets, in each case as would be taken
into account in preparing a consolidated balance sheet of the Company
and its subsidiaries on a consolidated basis as at such date in
accordance with GAAP.
ARTICLE 3
MISCELLANEOUS
3.1 This 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.
3.2 The internal laws of the State of New York shall govern
this Supplemental Indenture without regard to principles of conflicts of law.
3.3 All provisions of this Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Original Indenture; and
the Original Indenture, as amended and supplemented by this Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
3.4 The provisions of Section 4.01(a), as amended by Article 2
of this Supplemental Indenture, shall be deemed effective for all purposes as
of June 20, 1995; provided, however, that this Supplemental Indenture shall not
become effective as of such date until the Company has entered into amendments
that are substantially identical to the Amendment contained herein with respect
to (i) the Revolving Credit
-2-
3
Agreement, dated as of June 20, 1995, between the Company and The Prudential
Insurance Company of America and (ii) the Credit Agreement, dated as of June
20, 1995, among the Company, the lenders identified therein and BT Commercial
Corporation, as Agent. The Company shall provide to the Trustee written notice
that it has entered into such amendments and that this Supplemental Indenture
has become effective.
3.5 The recitals to this Supplemental Indenture shall not be
construed as representations of the Trustee and the Trustee makes no
representation as to the accuracy of such recitals.
3.6 The Trustee enters into this Supplemental Indenture in its
capacity as Trustee under the Indenture and in reliance on an Opinion of
Counsel and Officers' Certificate.
* * * * * *
-3-
4
IN WITNESS WHEREOF, the parties have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.
ENVIRODYNE INDUSTRIES, INC.
By: ____________________________
Name:
Title:
Attest:
___________________________
Name:
Title:
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION, as Trustee
By: ____________________________
Name:
Title:
-4-
