Exhibit 4.1(c)
PREMIUM STANDARD FARMS, INC.,
Issuer
PSF GROUP HOLDINGS, INC.,
PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC.,
XXXXX INTERNATIONAL, INC.,
and
LPC TRANSPORT, INC.,
Guarantors
and
WILMINGTON TRUST COMPANY,
Trustee
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First Supplemental Indenture
Dated as of March 31, 2002
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9 1/4% Senior Notes due 2011
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2002 between PREMIUM
STANDARD FARMS, INC., a Delaware corporation (the "Company"), PSF GROUP
HOLDINGS, INC., a Delaware corporation, PREMIUM STANDARD FARMS OF NORTH
CAROLINA, INC., a Delaware corporation, XXXXX INTERNATIONAL, INC., a North
Carolina corporation (each, an "Existing Guarantor"), and LPC TRANSPORT,
INC., a Delaware corporation (the "New Guarantor," and, collectively with
the Existing Guarantors, the "Guarantors"), and WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as trustee (the "Trustee").
RECITALS
A. Pursuant to the Indenture dated as of June 7, 2001 between the
Company, as issuer, the Existing Guarantors and The Xxxxx Packing Company, as
guarantors, and the Trustee, the Company issued its $175,000,000 9 1/4% Senior
Notes due 2011 (the "Notes").
B. The Company has proposed that effective as of March 31, 2002 (a) by
this supplemental indenture, LPC Transport, Inc., a Delaware corporation and a
wholly owned subsidiary of The Xxxxx Packing Company, execute and deliver to the
Trustee a Note Guarantee; (b) The Xxxxx Packing Company, a North Carolina
corporation and a Wholly Owned Restricted Subsidiary of the Company, merge with
and into the Company, with the Company as the continuing Person; and (c) by this
supplemental indenture, each Guarantor (except The Xxxxx Packing Company)
confirm that its Note Guarantee shall continue to apply to the obligations of
the Company in accordance with the Notes and the Indenture (the "Transaction").
C. In respect of the Transaction, the Company, the Existing Guarantors
and the New Guarantor desire to execute and deliver this First Supplemental
Indenture (a) to provide for a Note Guarantee by the New Guarantor pursuant to
Article Ten of the Indenture (as required under Section 4.20 of the Indenture)
and to acknowledge the New Guarantor, and (b) to confirm that after the
Transaction, the Note Guarantee of each Guarantor shall continue to apply to the
obligations of the Company in accordance with the Notes and the Indenture, as
supplemented (as required under Article Five of the Indenture).
D. Under Section 9.01(2) of the Indenture, the Company, when authorized
by a resolution of its Board of Directors (as evidenced by a Board Resolution
delivered to the Trustee), and the Trustee may amend or supplement the Indenture
or the Notes without notice to or the consent of any Holder in order, among
other things, to comply with Article Five or Section 4.20 of the Indenture.
E. All things necessary to make this First Supplemental Indenture the
valid and binding obligation of the Company and the Guarantors have been done
and performed and have happened.
AND THIS FIRST SUPPLEMETAL INDENTURE FURTHER WITNESSETH
For and in consideration of the premises and the ownership of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:
Section 1.01 Definitions. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Indenture.
Section 1.02 Note Guarantee by the New Guarantor. In accordance
with Section 4.20 of the Indenture, the New Guarantor hereby provides its Note
Guarantee and joins in the Indenture as a Guarantor with the same effect as if
it had originally joined as a Guarantor therein.
Section 1.03 Confirmation of Note Guarantee by Each Guarantor.
In accordance with Section 4.20 and Article Five of the Indenture, each
Guarantor hereby acknowledges the New Guarantor and confirms that its Note
Guarantee shall continue to apply to the obligations of the Company in
accordance with the Notes and the Indenture, as supplemented by this First
Supplemental Indenture.
Section 1.04 Amendment and Ratification. This First
Supplemental Indenture shall be construed as an amendment and supplement to the
Indenture and shall form a part thereof, and the Indenture, as modified hereby
is ratified, approved and confirmed.
Section 1.05 Trustee Not Responsible. All recitations or
recitals contained in this First Supplemental Indenture are made by and on
behalf of the Company and the Guarantors only, and the Trustee is in no way
responsible for the correctness of any statement herein contained or for the
validity or sufficiency of this First Supplemental Indenture. The execution by
the Trustee of this First Supplemental Indenture shall not be construed to be an
approval or disapproval by the Trustee of the advisability of the action being
taken herein by the Company and the Guarantors. All the provisions of the
Indenture with respect to the rights, privileges, immunities, powers and duties
of the Trustee shall be applicable in respect hereof as fully and with like
effect as if set forth herein in full with such omissions, variations or
insertions, if any, as may be appropriate to make the same conform to this First
Supplemental Indenture.
Section 1.06 Governing Law. This First Supplemental Indenture
shall be governed by the laws of the State of New York.
Section 1.07 Duplicate Originals. The parties may sign any
number of copies of this First Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement.
[The next page is the Signature Page.]
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
PREMIUM STANDARD FARMS, INC.
By:
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Xxxxxxx X. Xxxxxxxxxx, Executive Vice
President, Chief Financial Officer and
Treasurer
PREMIUM STANDARD FARMS OF
NORTH CAROLINA, INC.
By:
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Xxxxxxx X. Xxxxxxxxxx, Executive Vice
President, Chief Financial Officer and
Treasurer
XXXXX INTERNATIONAL, INC.
By:
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Xxxxxxx X. Xxxxxxxxxx, Executive Vice
President, Chief Financial Officer and
Treasurer
LPC TRANSPORT, INC.
By:
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Xxxxxxx X. Xxxxxxxxxx, Executive Vice
President, Chief Financial Officer and
Treasurer
PSF GROUP HOLDINGS, INC.
By:
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Xxxxxxx X. Xxxxxxxxxx, Executive Vice
President, Chief Financial Officer and
Treasurer
WILMINGTON TRUST COMPANY,
as Trustee
By:
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Name:
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Title:
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