SECOND SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
This
Second Supplemental Indenture (this “Supplemental Indenture”),
dated as of May 25, 2006, is among Xxxxx Pet Care Company, a Delaware corporation
(the “Company”), the Subsidiary Guarantors listed on the signature pages hereof,
and Wilmington Trust Company, as trustee under the indenture referred to below (the
“Trustee”).
4. Amendments to articles IV, V, and VI. The Indenture is hereby amended
to delete the following sections of the Indenture and all references thereto and in
the Senior Notes in their entirety and to insert in lieu thereof, in each case, the
phrase “Intentionally Omitted”:
Section 4.2 (SEC Reports)
Section 4.3 (Limitation on Indebtedness)
Section 4.4 (Limitation on Restricted Payments)
Section 4.5 (Limitation on Restrictions on Distributions from Subsidiaries)
Section 4.6 (Limitation on Sales of Assets)
Section 4.7 (Limitation on Affiliate Transactions)
Section 4.8 (Change of Control)
Section 4.9 (Limitation on Sale of Restricted Subsidiary Capital Stock)
Section 4.10 (Future Subsidiary Guarantors)
Section 4.11 (Limitation on Liens)
Section 4.12 (Limitation on Sale/Leaseback Transactions)
Section 4.13 (Designation of Restricted and Unrestricted Subsidiaries)
Section 4.14 (Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities)
Section 4.17 (Maintenance of Corporate Existence)
Section 4.18 (Compliance Certificate)
Section 4.19 (Taxes)
Section 4.20 (Stay, Extension and Usury Laws)
Section 4.22 (Effectiveness of Covenants)
Section 5.1 (Merger, Consolidation, or Sale of Assets)
Section 5.2 (Successor Corporation Substituted)
Section 6.1(3), (4), (5), (6), (8), (9), and (10) (Events of Default).
Section 4.3 (Limitation on Indebtedness)
Section 4.4 (Limitation on Restricted Payments)
Section 4.5 (Limitation on Restrictions on Distributions from Subsidiaries)
Section 4.6 (Limitation on Sales of Assets)
Section 4.7 (Limitation on Affiliate Transactions)
Section 4.8 (Change of Control)
Section 4.9 (Limitation on Sale of Restricted Subsidiary Capital Stock)
Section 4.10 (Future Subsidiary Guarantors)
Section 4.11 (Limitation on Liens)
Section 4.12 (Limitation on Sale/Leaseback Transactions)
Section 4.13 (Designation of Restricted and Unrestricted Subsidiaries)
Section 4.14 (Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities)
Section 4.17 (Maintenance of Corporate Existence)
Section 4.18 (Compliance Certificate)
Section 4.19 (Taxes)
Section 4.20 (Stay, Extension and Usury Laws)
Section 4.22 (Effectiveness of Covenants)
Section 5.1 (Merger, Consolidation, or Sale of Assets)
Section 5.2 (Successor Corporation Substituted)
Section 6.1(3), (4), (5), (6), (8), (9), and (10) (Events of Default).
5. Except as expressly amended hereby, the Indenture (i) shall continue in
full force and effect in accordance with the provisions thereof and (ii) is in all
respects hereby ratified and confirmed.
6. This Supplemental Indenture and all of its provisions shall be deemed a
part of the Indenture in the manner and to the extent herein and therein provided.
7. This Supplemental Indenture shall become effective upon execution by
the Company, the Subsidiary Guarantors and the Trustee; provided that the
amendments set forth in Sections 2, 3 and 4 of this Supplemental Indenture shall
become operative only upon the acceptance for purchase by the Company of the
Securities tendered pursuant to the Company’s Offer to Purchase and Consent
Solicitation Statement, dated May 12, 2006.
8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE SECURITIES
AND THE SUBSIDIARY GUARANTEES
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WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
[signature pages follow]
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Company: Xxxxx Pet Care Company |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Xxxxxx X. Xxxxxxxx | ||||
Vice President, Finance and Chief
Financial Officer |
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Subsidiary Guarantors: Xxxxx Management Corp. |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Xxxxxx X. Xxxxxxxx | ||||
Vice President, Finance and Chief
Financial Officer |
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DPC Investment Corp. |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Xxxxxx X. Xxxxxxxx | ||||
Vice President, Finance and Chief
Financial Officer |
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Xxxxx/Xxxxx Xxxx Joint Venture, L.L.C. |
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By: | Xxxxx Pet Care Company, | |||
its Sole Member | ||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Xxxxxx X. Xxxxxxxx | ||||
Vice President, Finance and Chief
Financial Officer |
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Trustee: Wilmington Trust Company, as Trustee |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Authorized Signatory | ||||
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