EXHIBIT 4.7
Supplemental Indenture No. 1
SUPPLEMENTAL INDENTURE NO. 1, dated as of March 7, 2003 (this "Supplemental
Indenture"), among Xxxxxx Scientific International Inc., a Delaware corporation
(together with its successors and assigns, the "Company"), and X.X. Xxxxxx Trust
Company, National Association, as Trustee (the "Trustee") under the Indenture
referred to below.
W I T N E S S E T H:
WHEREAS, the Company, and the Trustee have heretofore become parties to an
Indenture, dated as of April 24, 2002 (the "Indenture"), providing for the
issuance of 8 1/8% Senior Subordinated Notes due 2012 of the Company (the
"Notes");
WHEREAS, the Company desires to amend the Indenture in order to change
certain terms relating to the Additional Notes;
WHEREAS, Section 9.2 of the Indenture provides that the parties hereto may
execute and deliver this Supplemental Indenture to amend the Indenture with the
consent of Holders of a majority in principal amount of the outstanding Notes;
and
WHEREAS, such consents have been obtained;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, and the Trustee mutually covenant and agree as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in
the Indenture or in the preamble or recital hereto are used herein as therein
defined. The words "herein," "hereof" and "hereby" and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture
as a whole and not to any particular section hereof.
2. Section 4.11. Section 4.11 of the Indenture is hereby amended by
inserting after the phrase "other than guarantees" the phrase "of Indebtedness"
and deleting the phrase "clause (iii) of the definition of "Permitted
Indebtedness" and replacing it with the phrase "the New Credit Facility
(but only if such guarantees are permitted by clause (ii) of Section 4.3 or
constitute Permitted Indebtedness)".
3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO CONFLICTS OF LAWS PROVISIONS THEREOF TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. 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. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this
Supplemental Indenture.
5. Counterparts. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute
one and the same agreement.
6. Headings. The section headings herein are for convenience of reference
only and shall not be deemed to alter or affect the meaning or interpretation of
any provisions hereof.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
XXXXXX SCIENTIFIC INTERNATIONAL INC.
By: /s/ Xxxx XxXxxxx
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Name:
Title:
X.X. XXXXXX TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: /s/ X.X. Xxxx
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Name: X.X. Xxxx
Title: Vice President
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