1
EXHIBIT 4.2
SUPPLEMENTAL INDENTURE
March 31, 1998
by and between
SIMCALA, INC.
and
IBJ XXXXXXXX BANK & TRUST COMPANY, INC.
2
SUPPLEMENTAL INDENTURE, dated as of March 31, 1998 (the "Supplemental
Indenture") between SIMCALA, Inc., a Delaware corporation (the "Company"), and
IBJ Xxxxxxxx Bank & Trust Company, a New York Banking Corporation, as trustee
("Trustee").
W I T N E S S E T H:
WHEREAS, SAC Acquisition Corp., a Georgia corporation ("SAC"), and the
Trustee entered into the Indenture, dated as of March 31, 1998 (the
"Indenture"), with respect to $75,000,000 aggregate principal amount of SAC's 9
5/8% Senior Notes due 2006 (the "Notes");
WHEREAS, pursuant to the Stock Purchase Agreement, dated February 10,
1998, among SAC, the Company and the selling stockholders named therein, SAC
acquired all of the outstanding capital stock of the Company;
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of March
31, 1998, SAC was merged with and into the Company, with the Company being the
surviving corporation;
WHEREAS, the Company desires to assume all of SAC's rights and
obligations under the Indenture; and
WHEREAS, the Company and the Trustee desire to execute and deliver this
Supplemental Indenture pursuant to, and in accordance with, Section 9.01(d) of
the Indenture.
NOW THEREFORE, in consideration of good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
SECTION 1. ASSUMPTION OF RIGHTS AND OBLIGATIONS.
The Company and the Trustee agree, for the benefit of each other and
for the equal and ratable benefit of the Holders of the Notes, that the Company
shall assume all of the rights and obligations of SAC under the Indenture.
SECTION 2. MISCELLANEOUS.
(a) Operative Date. This Supplemental Indenture shall become
effective as of the date hereof upon due execution by the Company and the
Trustee.
(b) Governing Law. The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture.
(c) Counterpart Originals. 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.
3
SIGNATURES
Dated as of March 31, 1998 SIMCALA, INC.
By:/s/ X. X. Xxxxxxxxx
---------------------------------
Name: C. Xxxxxx Xxxxxxxxx
Title: Chief Executive Officer
-2-
4
Dated as of March 31, 1998 IBJ XXXXXXXX BANK & TRUST
COMPANY, AS TRUSTEE
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
-3-
