EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
made and entered into as of October 29, 2002, by OUTSOURCING SERVICES GROUP,
INC., a Delaware corporation (the "Company"), AEROSOL SERVICES COMPANY, INC., a
California corporation ("Aerosol"), KOLMAR LABORATORIES, INC., a Delaware
corporation ("Kolmar"), PIEDMONT LABORATORIES, INC., a Georgia corporation
("Piedmont"), ACUPAC PACKAGING, INC., a New Jersey corporation ("Acupac"),
PRECISION PACKAGING AND SERVICES, INC., an Ohio corporation ("Precision"), and
U.S. BANK NATIONAL ASSOCIATION (f/k/a/ FIRST TRUST NATIONAL ASSOCIATION), as
trustee (the "Trustee"), pursuant to the Indenture (as hereinafter defined).
Capitalized terms used herein without definition have the meanings given in the
Indenture.
RECITALS
A. The Company, as issuer, and Aerosol, Kolmar, Piedmont, Acupac and
Precision, as guarantors (collectively, the "Guarantors"), and the Trustee, have
entered into that certain Indenture, dated as of March 3, 1998, as amended,
supplemented or otherwise modified from time to time (as so amended, the
"Indenture"), providing for the issuance of the Company's 10 7/8% Senior
Subordinated Notes due 2006 (the "Notes").
B. The Company and Guarantors have proposed to enter into a Loan and
Security Agreement with Foothill Capital Corporation and other lenders signatory
thereto, under which the lenders will provide a revolving credit facility of up
to $40 million and a $30 million term loan under a facility which falls within
the definition of "Credit Agreement" under the Indenture.
C. Section 4.12 of the Indenture limits the Company's and the
Guarantors' ability to incur Indebtedness if certain ratio tests are not
satisfied other than Indebtedness that constitutes Permitted Indebtedness, which
specifically includes Indebtedness under the Revolving Credit Facility.
D. The term Revolving Credit Facility means one or more revolving credit
facilities under the Credit Agreement or any credit agreement refinancing or
replacing the Credit Agreement.
E. The Company and the Guarantors desire to change the definition of
Permitted Indebtedness to permit the Company and Guarantors to incur
Indebtedness under the Credit Agreement, provided the aggregate indebtedness is
not more than the greater of (x) $70,000,000 and (y) the Borrowing Base, whether
in the form of a term loan or a revolving credit facility.
NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:
AGREEMENT
1. Supplement to Indenture.
(a) Clause (ii) of the definition of "Permitted Indebtedness" in
the Indenture is hereby amended and restated as follows:
"(ii) Indebtedness incurred pursuant to the Credit Agreement in
an aggregate principal amount at any time outstanding not to
exceed the greater of (a) $70,000,000 in the aggregate with
respect to Indebtedness under the Credit Agreement, less the
amount of all permanent prepayment of Indebtedness under the
Credit Agreement actually made with the proceeds of an Asset
Sale, or (b) the Borrowing Base;"
(b) The term "Revolving Credit Facility" in the Indenture is
hereby deleted in its entirety and replaced in each place that it appears in the
Indenture with the term "Credit Agreement".
2. Required Consents. This Supplemental Indenture is made pursuant
to Section 9.02 of the Indenture and has been authorized by the Trustee and, the
Company and with the consent of the holders of a majority in aggregate principal
amount of the outstanding Notes by written consent and without notice to any
other Holders (the "Consenting Holders"). This Supplemental is not intended to
(i) affect any Holder with respect to such Holder's rights to receive payment on
the Notes under Section 6.07 of the Indenture or (ii) amend any terms or
conditions of the Indenture in a way that would require any consent or notice to
any Holder other than the Consenting Holders.
3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.
4. Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which
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when so executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the same instrument.
5. Successors. All agreements of the Company, the Guarantors and the
Trustee under this Supplemental Indenture shall bind their respective
successors.
(Signature Page Follows)
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[SIGNATURE PAGE - SUPPLEMENTAL INDENTURE]
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, all as of the date first written
above.
OUTSOURCING SERVICES GROUP, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
ACUPAC PACKAGING, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
AEROSOL SERVICES COMPANY, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
KOLMAR LABORATORIES, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
PIEDMONT LABORATORIES, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
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[SIGNATURE PAGE CONTINUED ON NEXT PAGE]
PRECISION PACKAGING AND SERVICES, INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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