EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE, dated as of October 15, 1996 (this
"Supplemental Indenture"), among XXXXXXX-XXXXXX, INC., a corporation
incorporated under the laws of the State of Delaware (together with its
successors, the "Company"), XXXXXXX-XXXXXX HOLDING INC., a corporation
incorporated under the laws of the State of Delaware (the "Note Guarantor"), and
UNITED STATES TRUST COMPANY OF NEW YORK, as trustee under the indenture referred
to below (the "Trustee").
WITNESSETH:
WHEREAS the corporation formerly named MT Acquisition Corp. ("MT
Acquisition"), the Note Guarantor and the Trustee have heretofore executed and
delivered an indenture, dated as of the date hereof (as amended, the
"Indenture"), providing for the issuance of an aggregate principal amount of
$135,000,000 of 9 3/4% Senior Subordinated Notes due 2006 of the Company (the
"Notes");
WHEREAS immediately after the execution of the Indenture and the
issuance of the Notes, MT Acquisition was merged with and into the Company in
the Merger, with the Company as the surviving corporation; and
WHEREAS, pursuant to Sections 5.01 and 9.01 of the Indenture, the
Company, the Note Guarantor and the Trustee are authorized to execute and
deliver this Supplemental Indenture;
NOW, THEREFORE, each party hereto agrees as follows for the benefit
of each other party and for the equal and ratable benefit of the Holders of the
Notes as follows:
1. Definitions. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. For all purposes of
this Supplemental Indenture, except as otherwise expressly provided or unless
the context otherwise requires: (i) the terms and expressions used herein shall
have the same meanings as corresponding terms and expressions used in the
Indenture; and (ii) the words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Supplemental Indenture as a whole and not to any
particular section or other subdivision hereof.
2. Express Assumption. The Company hereby acknowledges and agrees
that as a result of it being the surviving corporation in the Merger with MT
Acquisition it has succeeded to all the obligations of MT Acquisition under the
Notes and the Indenture. The Company hereby expressly assumes all the
obligations of MT Acquisition under the Notes and the Indenture.
3. Ratification of Indenture; Supplemental Indenture 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.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF.
5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
6. Multiple Originals. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all such
executed copies together represent the same agreement. One signed copy is enough
to prove this Indenture.
7. Effect of Headings. The Section headings of this 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 thereof.
2
This Supplemental Indenture may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and all such counterparts together shall be deemed an
original of this Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
XXXXXXX-XXXXXX, INC.
By: /s/ Xxxx Xxx
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Name: Xxxx Xxx
Title: Head, Finance & Control
XXXXXXX-XXXXXX HOLDING INC.
By: /s/ Xxxx Xxx
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Name: Xxxx Xxx
Title: Head, Finance & Control
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Assistant President
