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EXHIBIT 4.2
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FIRST WAVE MARINE, INC.
as Issuer
SUBSIDIARY GUARANTORS
named herein
and
BANK ONE, N.A.
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of February 3, 1998
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Supplementing and Amending the Indenture
dated as of February 2, 1998
$90,000,000 11% Senior Notes due 2008
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This FIRST SUPPLEMENTAL INDENTURE, dated as of February 3, 1998, is by
and among FIRST WAVE MARINE, INC., a Delaware corporation (the "Company"),
NEWPARK SHIPBUILDING AND REPAIR, INC., a Texas corporation ("Newpark
Shipbuilding"), EAE SERVICES, INC., a Texas corporation ("EAE Services"), EAE
INDUSTRIES, INC., a Texas corporation ("EAE Industries"), NEWPARK MARINE
FABRICATORS, INC., a Texas corporation ("Newpark Marine"), LOUISIANA SHIP,
INC., a Texas corporation ("Louisiana Ship" and, together with Newpark
Shipbuilding, EAE Services, EAE Industries and Newpark Marine, the "Initial
Subsidiary Guarantors"), XXXX XXXXXXXXX MARINE, INC., a Texas corporation
("Xxxxxxxxx Marine"), XXXXXXXXX SHIPYARD AND FABRICATION, INC., a Texas
corporation ("Xxxxxxxxx Shipyard"), and BANK ONE, N.A., as trustee (the
"Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company, the Initial Subsidiary Guarantors and the
Trustee are parties to that certain Indenture, dated as of February 2, 1998
(the "Original Indenture," this Original Indenture as supplemented and amended
by this First Supplemental Indenture is referred to herein as the "Indenture"),
pursuant to which the 11% Senior Notes due 2008 (the "Notes") were issued; and
WHEREAS, the Company, EAE Services, Xxxx X. Xxxxxxxxx, III, Xxxxxxxxx
Marine and Xxxxxxxxx Shipyard have entered into a Stock Purchase Agreement,
dated as of October 15, 1997, pursuant to which EAE Services purchased all of
the issued and outstanding capital stock of Xxxxxxxxx Marine; and
WHEREAS, Xxxxxxxxx Shipyard is a wholly-owned subsidiary of Xxxxxxxxx
Marine; and
WHEREAS, Xxxxxxxxx Marine and Xxxxxxxxx Shipyard are now Restricted
Subsidiaries of the Company; and
WHEREAS, Section 10.8 of the Original Indenture provides that the
Company shall cause any Person that becomes a Restricted Subsidiary after the
Closing Date to promptly execute and deliver to the Trustee a supplemental
indenture pursuant to which such Restricted Subsidiary shall become a
Subsidiary Guarantor under Article 10 of the Indenture and shall guarantee the
Notes pursuant to the terms thereof; and
WHEREAS, capitalized terms used herein and not otherwise defined are
used as defined in the Original Indenture.
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NOW, THEREFORE, in consideration of these premises and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Company, the Initial Subsidiary Guarantors, Xxxxxxxxx Marine
and Xxxxxxxxx Shipyard agree as follows for the benefit of each other, the
Trustee and the equal and ratable benefit of the Holders of the Notes, and
hereby amend and supplement the Indenture as follows:
SECTION 1. ADDITION OF SUBSIDIARY GUARANTORS. In accordance with
Section 10.8 of the Indenture, each of Xxxxxxxxx Marine and Xxxxxxxxx Shipyard
hereby agree to become Subsidiary Guarantors under Article 10 of the Indenture
and hereby guarantee the Notes pursuant to the terms thereof.
SECTION 2. MODIFICATION OF INDENTURE. Upon the execution and delivery
of this First Supplemental Indenture, the Indenture shall be modified to
reflect the addition of Xxxxxxxxx Marine and Xxxxxxxxx Shipyard as Subsidiary
Guarantors under the Indenture, and this First Supplemental Indenture shall
form a part of the Indenture for all purposes.
SECTION 3. RATIFICATION. Except to the extent amended by or
inconsistent with this First Supplemental Indenture, the Company, the Initial
Subsidiary Guarantors, Xxxxxxxxx Marine, Xxxxxxxxx Shipyard and the Trustee
hereby ratify and reconfirm the Indenture in its entirety.
SECTION 4. MISCELLANEOUS.
A. Counterparts. This First Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall be
an original, but all such counterparts shall together constitute but one and
the same instrument.
B. Meaning of Terms. Any capitalized terms used in this
First Supplemental Indenture and not defined herein that are defined in the
Original Indenture shall have the meanings specified in the Original Indenture,
unless the contest shall otherwise require.
C. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first above written.
FIRST WAVE MARINE, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
NEWPARK SHIPBUILDING AND
REPAIR, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
EAE SERVICES, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
EAE INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
NEWPARK MARINE FABRICATORS,
INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
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LOUISIANA SHIP, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
XXXX XXXXXXXXX MARINE, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
XXXXXXXXX SHIPYARD AND
FABRICATION, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President
BANK ONE, N.A.,
as Trustee
By: /s/ XXX XXXXXXX
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Name: Xxx Xxxxxxx
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Title: Authorized Signer
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