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Exhibit 4.2
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TWIN LABORATORIES INC., as Issuer,
and
THE GUARANTORS NAMED HEREIN
and
STATE STREET BANK AND TRUST COMPANY, as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 1, 1997
to
INDENTURE
Dated As of May 7, 1996
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10-1/4% Senior Subordinated Notes due 2006
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FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 1997, by and among
TWIN LABORATORIES INC., a Utah corporation (the "Company") and ADVANCED
RESEARCH PRESS, INC., a New York corporation ("Advanced"), TWINLAB CORPORATION,
a Delaware corporation formerly named TLG Laboratories Holding Corp. ("Holding
Company"), and CHANGES INTERNATIONAL OF FORT XXXXXX BEACH, INC., a Florida
corporation ("Changes"), as Guarantors, and State Street Bank and Trust
Company, a Massachusetts bank and trust company (successor to Fleet National
Bank), as Trustee (the "Trustee").
WHEREAS, the Company, Advanced, Holding Company and Fleet National Bank,
as Trustee executed an Indenture, dated as of May 7, 1996 (the "Indenture"), in
respect of $100,000,000 aggregate principal amount of the Company's 10-1/4%
Senior Subordinated Notes due 2006 (the "Securities");
WHEREAS, State Street Bank and Trust Company is the successor to Fleet
National Bank, as Trustee under the Indenture;
WHEREAS, Section 11.3 of the Indenture requires, under circumstances
specified in Section 11.3, that certain Subsidiaries of the Company execute and
deliver to the Trustee a supplemental indenture pursuant to which such
Subsidiaries of the Company shall be named as additional Subsidiary Guarantors;
and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of each other party and for the equal and ratable benefit of
the Holders of the Securities, as follows:
ARTICLE I
AMENDMENTS
Section 1. The Company, Advanced, Holding Company, Changes and the Trustee
hereby amend the Indenture and agree that Changes shall be a Subsidiary
Guarantor, a Guarantor and a Future Subsidiary Guarantor for all purposes under
the Indenture and each of the terms "Subsidiary Guarantor", "Guarantor" and
"Future Subsidiary Guarantor" shall for all purposes under the Indenture
specifically include Changes.
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms Defined. For all purposes of this First Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this First Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 2.2. Indenture. Except as amended hereby, the Indenture and the
Securities are in all respects ratified and confirmed and all their terms shall
remain in full force and effect.
Section 2.3. Governing Law. THIS FIRST 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.
Section 2.4. Successors and Assigns. All agreements of the Company,
Advanced, Holding Company and Changes in this First Supplemental Indenture and
the Securities shall bind their respective successors and assigns.
Section 2.5. Multiple Counterparts. This First Supplemental Indenture may
be executed in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.
Section 2.6. Effectiveness. The provisions of this First Supplemental
Indenture shall become effective immediately upon its execution and delivery by
the Trustee in accordance with the provisions of Article IX of the Indenture.
Section 2.7. Trustee Disclaimer. The Trustee accepts the amendment of the
Indenture effected by this First Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and, without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals (other than the second recital) or statements contained
herein, all of which recitals or statements are made
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solely by the Company. Advanced, Holding Company and Changes, or for or with
respect to (i) the validity, efficacy or sufficiency of this First Supplemental
Indenture or any of the terms or provisions hereof, (ii) the proper
authorization hereof by the Company, Advanced, Holding Company and Changes, by
corporate action or otherwise, (iii) the due execution hereof by the Company,
Advanced, Holding Company and Charges, or (iv) the consequences (direct or
indirect and whether deliberate or inadvertent) of any amendment herein
provided for, and the Trustee makes no representation with respect to any such
matters.
Section 2.8 Headings. The headings of the Articles and Sections of this
First Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the date first written above.
TWIN LABORATORIES, INC.,
TWINLAB CORPORATION,
as Issuer
By: _______________
By: _______________
Name: Name:
Title: Title:
ADVANCED RESEARCH PRESS,
CHANGES INTERNATIONAL OF
INC. FORT XXXXXX BEACH, INC.
By: _______________ By: _______________
Name: Name:
Title: Title:
STATE STREET BANK AND TRUST
COMPANY, AS TRUSTEE
By: _______________
Name:
Title:
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