EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture, dated as of the 15th day of September,
1997, by and between Palomar Medical Technologies, Inc., a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company, a New York
corporation, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are the parties to the Indenture
dated as of June 24, 1996 (the "Indenture"), relating to the Company's
4.5% Convertible Subordinated Debentures due 2003 (the "Debentures");
and
WHEREAS, the Company wishes to amend the Indentures as set forth in
paragraph 1 hereof (the "Amendment"); and
WHEREAS, the Board of Directors of the Company has duly authorized the
execution and delivery by the Company of this First Supplemental
Indenture; and
WHEREAS, pursuant to the provisions of Sections 11.2 and 9.1 of the
Indenture, the holders of not less than 66-2/3% of the outstanding
aggregate principal amount of the debentures have duly consented to the
Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Amendment of Indenture. The definition of "Stock Price Factor" set forth
in Section 4.1 of the Indenture is hereby amended by the deletion of the
third paragraph of Section 4.1 of the Indenture in its entirety, and the
substitution of the following in lieu thereof: "Stock Price Factor"
means a factor, to be calculated by the Company with respect to each
December 15, February 15, April 15, June 15, August 15, and October 15
(each a "Reset Date"), and to be applicable in the two full calendar
months following the Reset Date, and equal to the average daily Nasdaq
closing price per Share (or, if the Company is listed or quoted on an
exchange in the United States other than Nasdaq, the closing price on
such exchange), for the thirty trading days immediately preceding the
applicable Reset Date; provided that in no event shall the Stock Price
Factor be less than U.S. $7.00 (as adjusted, if required, as provided in
Section 4.5), regardless of the actual Stock Price Factor otherwise
determined.
2. Form of Debenture. The definition of "Stock Price Factor" which is set
forth in each Debenture is hereby amended so as to coincide with the
definition of "Stock Price Factor" set forth in paragraph 1 above.
3. Effective Date. The Amendment shall be effective as of the date of this
First Supplemental Indenture. 4. Notation of Amendment. Debentures which
are authenticated and delivered after the date hereof shall incorporate,
or shall contain a notation of, the Amendment; provided, however, that
neither the failure to so incorporate the Amendment nor the absence of
any of such notation on any Debenture shall impair the validity of the
Amendment. 5. No Other Changes. Except as expressly amended hereby, the
Indenture shall remain in full force and effect in accordance with its
terms, and is hereby ratified, confirmed and approved.
IN WITNESS WHEREOF, Palomar Medical Technologies, Inc. has caused this
First Supplemental Indenture to be signed in its corporate name by Xxxxx X.
Xxxxxxx, its Chief Executive Officer and President, and its corporate seal to be
affixed hereunto; and American Stock Transfer & Trust Company has caused this
First Supplemental Indenture to be signed by Xxxxxxx X. Xxxxxx, its Vice
President, and its corporate seal to be affixed hereunto, all as of the day and
year first above written.
PALOMAR MEDICAL TECHNOLOGIES, INC.
(CORPORATE SEAL)
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
and President
AMERICAN STOCK TRANSFER & TRUST COMPANY,
AS TRUSTEE
(CORPORATE SEAL)
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
