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EXHIBIT 4.6
SUPPLEMENTAL INDENTURE AGREEMENT
THIS SUPPLEMENTAL INDENTURE AGREEMENT is made and entered into this
14th day of February, 1997, by and between SPORTS & RECREATION, INC., a
Delaware corporation ("PREDECESSOR"), and Sports & Recreation Reincorporation,
Inc. (subsequently referred to as JumboSports Inc. upon consummation of the
name change and reincorporation (the "Reincorporation Transaction") as
specified in the Plan and Agreement of Merger, as defined below), a Florida
corporation ("SUCCESSOR"). Unless specifically defined herein, all capitalized
terms shall have the meanings ascribed to them in the Original Indenture (as
defined below).
W I T N E S S E T H:
WHEREAS, PREDECESSOR and SUCCESSOR have entered into that certain Plan
and Agreement of Merger dated April 23, 1996, as amended on December 13, 1996
(the "Plan and Agreement of Merger"), whereby PREDECESSOR has agreed to merge
with and into SUCCESSOR and SUCCESSOR has agreed to merge with PREDECESSOR and
emerge as the surviving entity, said Plan and Agreement of Merger, attached
hereto as Exhibit A, being incorporated by reference and made a part hereof as
if fully set forth herein;
WHEREAS, PREDECESSOR executed that certain Trust Indenture (the
"Original Indenture") related to the public offering of those certain 4-1/4%
Convertible Subordinated Notes Due 2000 (the "Securities").
WHEREAS, in accordance with Section 801 of the Original Indenture,
PREDECESSOR desires to expressly assume by this SUPPLEMENTAL INDENTURE
AGREEMENT, the due and punctual payment of the principal of (and premium, if
any) and interest on all the Securities and the performance of every covenant
of that certain Original Indenture on the part of PREDECESSOR to be performed
or observed and shall provide for conversion rights in accordance with Section
1211 of said Original Indenture.
NOW, THEREFORE, in consideration of the premises, which shall be
deemed an integral part of this Agreement and not as mere recitals hereto, and
in consideration of the mutual covenants, agreements and undertakings contained
herein and in the above-referenced Plan and Agreement of Merger and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound thereby, agree
as follows:
SUCCESSOR, on behalf of itself and its successors and assigns, does
hereby for itself, themselves, their respective successors and assigns
expressly assume, by this SUPPLEMENTAL INDENTURE AGREEMENT, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Securities and the performance of every covenant of that certain Original
Indenture on the part of PREDECESSOR to be performed or observed and shall
provide for conversion rights in accordance with Section 1211 of said Original
Indenture. Specifically, that the Holder of each Security then outstanding and
such Person shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 1201 of the Original Indenture, to
convert such Security only into the kind and amount of securities, cash and
other property receivable, if any, upon completion of the Reincorporation
Transaction by a holder of the number of shares of Common Stock of PREDECESSOR
into which such Security might have been converted immediately prior to the
Reincorporation Transaction, subject to the limitations of Section 1211 of said
Original Indenture.
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This SUPPLEMENTAL INDENTURE AGREEMENT binds SUCCESSOR, its successors
and assigns, and the benefits and advantages of this SUPPLEMENTAL INDENTURE
AGREEMENT shall inure to the benefit of PREDECESSOR, its successors and assigns
and the Indenture Trustee, its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
SPORTS & RECREATION, INC.
WITNESSES:
/s/ Xxxxxxxx Xxxxx
---------------------- By: /s/ Xxxxxxx Xxxxx
/s/ Xxxxx X. Jump --------------------------------
---------------------- Xxxxxxx Xxxxx, President
"PREDECESSOR"
Sports & Recreation Reincorporation, Inc.
(JumboSports Inc. upon consummation of
the (the Reincorporation Transaction)
"SUCCESSOR"
/s/ Xxxxxxxx Xxxxx
---------------------- By: /s/ Xxxxxxx Xxxxx
/s/ Xxxxx X. Jump --------------------------------
---------------------- Xxxxxxx Xxxxx, President
THE BANK OF NEW YORK, Successor to
Xxxxxxx Xxxxx Trust Company, National
Association
/s/ Xxxx X. Xxxxx
---------------------- By: /s/ Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxx --------------------------------
---------------------- Xxxxxx X. Xxxxxxxx, its authorized
agent
"TRUSTEE"
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