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Exhibit 4.8
EXECUTION COPY
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FIRST SUPPLEMENTAL INDENTURE
Dated as of March 22, 2001
to
INDENTURE
Dated as of March 29, 2000
Among
SOVEREIGN SPECIALTY CHEMICALS, INC., as Issuer
THE GUARANTORS PARTY THERETO, as Guarantors
and
THE BANK OF NEW YORK, as Trustee
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up to $200,000,000
11-7/8% Senior Subordinated Notes Due 2010, Series A
11-7/8% Senior Subordinated Notes Due 2010, Series B
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FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of March 22, 2001, by and among SOVEREIGN SPECIALTY CHEMICALS, INC., a Delaware
corporation (the "Company"), the guarantors party hereto and THE BANK OF NEW
YORK, a New York banking corporation, as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of the Indenture, dated as of March 29,
2000 (the "Indenture"), among the Company, the guarantors party thereto and the
Trustee, the Company has issued $150,000,000 aggregate principal amount of its
11-7/8% Senior Subordinated Notes due 2010, Series A and 11-7/8% Senior
Subordinated Notes due 2010, Series B and may issue up to an aggregate
principal amount of $200,000,000 of notes under the Indenture (all such notes
under the Indenture are "Securities");
WHEREAS, pursuant to Articles Eleven and Twelve of the Indenture, each
Guarantor unconditionally guaranteed the Company's obligations under the
Securities and the Indenture in accordance with the terms set forth therein;
WHEREAS, subsequent to the issuance of the Securities, the Company has
acquired or formed SOVEREIGN ADHESIVES, INC., a Delaware corporation, IMPERIAL
ADHESIVES, INC., a Delaware corporation, SOVEREIGN HOLDINGS, LLC, a Delaware
limited liability company and SOVEREIGN LATIN AMERICA, LLC, a Delaware limited
liability company (the "New Subsidiaries") which are required to become
Guarantors;
WHEREAS, pursuant to Section 4.19 of the Indenture, the New
Subsidiaries, the Company and the Trustee are required to execute and deliver
this Supplemental Indenture pursuant to which the New Subsidiaries shall
unconditionally guarantee all the Company's obligations under the Indenture and
the Securities pursuant to a Subsidiary Guarantee on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
SECTION 1. Definitions. All capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto in the Indenture.
SECTION 2. Guarantee.
(a) Each New Subsidiary hereby unconditionally, jointly and
severally, guarantees to each Holder of a Security authenticated and delivered
by the Trustee, and to the Trustee and its successors and assigns, all of the
Company's obligations under the Securities and the Indenture on the terms set
forth in Articles Eleven and Twelve thereof.
(b) Each New Subsidiary agrees that it shall be deemed a
"Guarantor" for all purposes under the Indenture.
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SECTION 3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. Upon the execution and delivery of this
Supplemental Indenture by the Company, the Guarantors and the Trustee, this
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby. Any and all references, whether within the Indenture or
in any notice, certificate or other instrument or document, shall be deemed to
include a reference to this Supplemental Indenture (whether or not made), unless
the context shall otherwise require.
SECTION 4. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN
THIS SUPPLEMENTAL INDENTURE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW
(OTHER THAN NEW YORK GENERAL OBLIGATION LAW SECTIONS 5-1401 AND 5-1402).
SECTION 5. Trust Indenture Act Controls. This Supplemental Indenture is
subject to the provisions of the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) ("TIA") that are required to be a part of this
Supplemental Indenture, and shall, to the extent applicable, be governed by
such provisions. If any provision of this Supplemental Indenture modifies any
TIA provision that may be so modified, such TIA provision shall be deemed to
apply to this Supplemental Indenture as so modified. If any provision of this
Supplemental Indenture excludes any TIA provision that may be so excluded, such
TIA provision shall be excluded from this Supplemental Indenture. The
provisions of TIA Sections 310 through 317 that impose duties on any Person
(including the provisions automatically deemed included unless expressly
excluded by this Supplemental Indenture) are a part of and govern this
Supplemental Indenture, whether or not physically contained herein.
SECTION 6. Recitals. The recitals herein shall be taken as the statements
of the Company and the New Subsidiaries, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Supplemental Indenture.
SECTION 7. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed as of the day and year first above written.
SOVEREIGN SPECIALTY
CHEMICALS, INC.,
as Issuer
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
XXXXXX & XXXXXX CORP.,
SIA ADHESIVES, INC.,
OSI SEALANTS, INC.,
XXXXXX CHEMICALS, INC.,
as Guarantors
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
New Subsidiaries:
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SOVEREIGN ADHESIVES, INC.,
as Guarantor
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
IMPERIAL ADHESIVES, INC.,
as Guarantor
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
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SOVEREIGN HOLDINGS, LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Manager
SOVEREIGN LATIN AMERICA, LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Manager
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxx XxXxxxxx
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Name: Xxxx XxXxxxxx
Title: Vice President
