EXHIBIT 4.6
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of
October 24, 2003, is entered into by and between MAVERICK TUBE CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), having its principal office at 00000 Xxxxxxxx Xxxxx Xxxx, Xxxxx
000, Xxxxxxxxxxxx, Xxxxxxxx 00000, and THE BANK OF NEW YORK, a corporation duly
organized and existing under the laws of the State of New York, as Trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee heretofore executed and delivered an
Indenture, dated as of June 9, 2003 (the "Indenture"), providing for the
issuance of the 4.00% Convertible Senior Subordinated Notes due 2033 of the
Company (the "Notes");
WHEREAS, Section 13.01 of the Indenture permits the Company, when authorized by
its Board of Directors, and the Trustee, at any time and from time to time, to
enter into one or more supplemental indentures, in form satisfactory to the
Trustee to cure any ambiguity, to correct or supplement any provision of the
Indenture which may be defective or inconsistent with any other provision
therein, or to make any other provisions with respect to matters or questions
arising under the Indenture, provided that such action shall not adversely
affect the interests of the Holders of the Notes;
WHEREAS, the Company and the Trustee desire to enter into this Supplemental
Indenture to correct an error in the OID column of the Projected Payment
Schedule set forth on Exhibit E to the Indenture, which correction shall not
adversely affect the interests of the Holders of the Notes;
WHEREAS, this Supplemental Indenture has been duly authorized by all necessary
corporate action on the part of the Company;
WHEREAS, the Company has provided to the Trustee an Officer's Certificate and an
Opinion of Counsel stating that the execution of this Supplemental Indenture is
authorized or permitted by the Indenture;
NOW, THEREFORE, in consideration of the promises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders as follows:
Section 1.1. Exhibit E. Exhibit E to the Indenture is hereby replaced with the
Exhibit E attached hereto.
Section 1.2. Effect of Supplemental Indenture. Upon the execution and delivery
of this Supplemental Indenture by the Company and the Trustee, the Indenture
shall be supplemented in accordance herewith, and this Supplemental Indenture
shall form a part of the Indenture for all purposes. Every Holder of Notes
heretofore or hereafter authenticated and delivered under the Indenture shall be
bound thereby.
Section 1.3. Indenture Remains in Full Force and Effect. Except as supplemented
hereby, all provisions in the Indenture shall remain in full force and effect.
Capitalized terms used herein but not otherwise defined herein have the meanings
ascribed thereto in the Indenture.
Section 1.4. Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with a provision of the
Trust Indenture Act which is required under the Trust Indenture Act to be a part
of and govern the Indenture, the latter provision shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of
the Trust Indenture Act which may be so modified or excluded, the latter
provision shall be deemed to apply to the Indenture as so modified or to be
excluded, as the case may be.
Section 1.5. Separability Clause. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 1.6. Benefits of Supplemental Indenture; No Recourse Against Others.
Nothing in this Supplemental Indenture, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, the
holders of Senior Indebtedness and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Supplemental Indenture. A director,
officer, employee, stockholder, partner or other owner of the Company or the
Trustee, as such, shall not have any liability for any obligations of the
Company or the Trustee under this Supplemental Indenture or for any claim based
on, in respect of or by reason of those obligations or their creation. Each
Holder by accepting a Note waives and releases all that liability. This waiver
and release shall be part of the consideration for the issue of the Notes.
Section 1.7. Successors. All covenants and agreements in this Supplemental
Indenture by the Company and the Trustee shall bind their successors and
assigns, whether so expressed or not.
Section 1.8. Governing Law. This Indenture and the Notes shall be governed by
and construed in accordance with the law of the State of New York, without
giving effect to any principles of conflicts of laws thereunder to the extent
the application of the laws of another jurisdiction would be required thereby.
Section 1.9. Multiple Originals. The parties may sign any number of copies of
this Supplemental Indenture, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Section 1.10. Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this 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.
MAVERICK TUBE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx,
Vice President - Finance and Administration,
Treasurer, Secretary and Chief Financial
Officer
THE BANK OF NEW YORK
By: /s/ Xxxx XxXxxxxx
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Xxxx XxXxxxxx,
Vice President
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
On the 21st day of October, 2003, before me personally came Xxxxxx X.
Xxxxx, to me known, who, being by me duly sworn, did depose and say that she is
the Vice President - Finance and Administration, Treasurer, Secretary and Chief
Financial Officer of Maverick Tube Corporation, one of the corporations
described in and which executed the foregoing instrument; that she knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that she signed her name thereto by like authority.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.
COUNTY OF Rockland )
On the 24th day of October, 2003, before me personally came Xxxx
XxXxxxxx, to me known, who, being by me duly sworn, did depose and say that she
is a Vice President of The Bank of New York, one of the corporations described
in and which executed the foregoing instrument; that he or she knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that she signed her name thereto by like authority.
/s/ Xxxxxx Xxxxxx
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Notary Public
[NOTARIAL SEAL]
