SUPPLEMENTAL INDENTURE
EXHIBIT
4.2
This
SUPPLEMENTAL INDENTURE, dated as of November 2, 2007 is among Xxxxxxx Group
Inc., a Delaware corporation (the “Company”), each of the parties
identified as Guarantors on the signature page hereto (the “Guarantors”),
and U.S. Bank National Association, as Trustee.
RECITALS
WHEREAS,
the Company, the initial Guarantors under the Indenture, and the Trustee entered
into that certain Indenture, dated as of June 20, 2003 (as supplemented
from time to time, the “Indenture”), pursuant to which the Company has
issued $230,000,000 in principal amount of 6 1/8% Senior Notes due 2013 (the
“Notes”); and
WHEREAS,
Section 10.01 of the Indenture requires that each Guarantor thereunder
guaranty, on a senior unsecured basis, the prompt payment of the principal
of
and premium, interest and Additional Interest, if any, on the Notes, and all
other payment Obligations of the Company to the Holders or the Trustee pursuant
to the Indenture and the Notes;
WHEREAS,
Section 9.01(g) of the Indenture provides that the Company, the
Guarantors and the Trustee may amend or supplement the Indenture in order to
release any Guarantor from its Subsidiary Guarantee in accordance with
Article X thereof, without the consent of any of the Holders of the
Notes;
WHEREAS,
the Company has entered into that certain Stock Purchase Agreement dated October
31, 2007 with Production Services Network Ltd. (“PSN”) pursuant to which
all of the Capital Stock of Xxxxxx Corporation, a Delaware corporation and
a
Guarantor under the Indenture (“Xxxxxx Corporation”), shall be sold by
the Company to PSN or its designee, which sale shall constitute an Asset Sale
under the Indenture (the “Transaction”);
WHEREAS,
Xxxxxx Production Management, Inc., a Texas corporation (“GPM”), and
Medic Systems, Inc., a Delaware corporation (“Medic Systems”), are direct
or indirect wholly owned subsidiaries of Xxxxxx Corporation;
WHEREAS,
in connection with the Transaction, the Company and the Guarantors desire that
the Subsidiary Guarantees of each of Xxxxxx Corporation, GPM, and Medic Systems
be released and terminated, and that such entities be released of any and all
obligations under the Indenture; and
WHEREAS,
all acts and things prescribed by the Indenture, by law and by the Certificate
of Incorporation and the Bylaws (or comparable constituent documents) of the
Company, of the Guarantors and of the Trustee necessary to make this
Supplemental Indenture a valid instrument legally binding on the Company, the
Guarantors and the Trustee, in accordance with its terms, have been duly done
and performed;
NOW,
THEREFORE, to comply with the provisions of the Indenture and in consideration
of the above premises, the Company, the Guarantors and the Trustee covenant
and
agree for the equal and proportionate benefit of the respective Holders of
the
Notes as follows:
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ARTICLE
1
Section
1.01 This
Supplemental Indenture is supplemental to the Indenture and does and shall
be
deemed to form a part of, and shall be construed in connection with and as
part
of, the Indenture for any and all purposes.
Section
1.02 This
Supplemental Indenture shall become effective immediately upon the consummation
of the Transaction (the “Effective Time”).
ARTICLE
2
Section
2.01 From
the
Effective Time, in accordance with Section 10.04 of the Indenture and by
executing this Supplemental Indenture, the Subsidiary Guarantees of each of
Xxxxxx Corporation, GPM, and Medic Systems are hereby absolutely, irrevocably,
and unconditionally released and terminated in full, and Xxxxxx Corporation,
GPM, and Medic Systems (a) are hereby released and relieved of any obligations
under their respective Subsidiary Guarantees and are absolutely, irrevocably,
and unconditionally released and discharged from and in respect of any and
all
further or additional obligations, and any and all claims, causes of action,
liabilities and obligations of any nature whatsoever, inchoate or mature, known
or unknown, whether or not asserted heretofore, arising under or related to
their respective Subsidiary Guarantees and the Indenture, and (b) shall no
longer be Guarantors for any purpose under the Indenture or the
Notes.
Section
2.02 The
Company hereby agrees to timely and completely comply with each of the
requirements set forth in the Indenture (including, without limitation,
Section 4.10 thereunder) with respect to, and as may be required to
effectuate, the Transaction and the release of the Subsidiary Guarantees of
Xxxxxx Corporation, GPM, and Medic Systems as provided herein.
ARTICLE
3
Section
3.01 Except
as
specifically modified herein, the Indenture and the Notes are in all respects
ratified and confirmed (mutatis mutandis) and shall remain in full force and
effect in accordance with their terms with all capitalized terms used herein
without definition having the same respective meanings ascribed to them as
in
the Indenture.
Section
3.02 Except
as
otherwise expressly provided herein, no duties, responsibilities or liabilities
are assumed, or shall be construed to be assumed, by the Trustee by reason
of
this Supplemental Indenture. This Supplemental Indenture is executed
and accepted by the Trustee subject to all the terms and conditions set forth
in
the Indenture with the same force and effect as if those terms and conditions
were repeated at length herein and made applicable to the Trustee with respect
hereto.
Section
3.03 THIS
SUPPLEMENTAL INDENTURE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF NEW
YORK.
2
Section
3.04 This
Supplemental Indenture may be executed in one or more counterparts, each of
which shall constitute an original, but all of which taken together shall
constitute a single contract. Delivery of an executed counterpart of
a signature page to this Supplemental Indenture by facsimile shall be effective
as delivery of a manually executed counterpart of this Supplemental
Indenture.
Section
3.05 Capitalized
terms used in this Supplemental Indenture that are not otherwise defined herein
shall have the meanings set forth in the Indenture.
Section
3.06 The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this supplemental indenture or for
or
in respect of the recitals contained herein, all of which are made solely by
the
Company and the Guarantors.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed, all as of the date first written above.
XXXXXXX
GROUP INC.
By: /S/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title: EVP
and
CFO
AIR
LOGISTICS, LLC
as
Guarantor
By: /S/
Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title: Manager
AIRLOG
INTERNATIONAL, LTD.
AIR
LOGISTICS OF ALASKA, INC.
XXXXXX
CORPORATION
XXXXXX
PRODUCTION MANAGEMENT, INC.
MEDIC
SYSTEMS, INC.
as
Guarantors
By: /S/
Xxxxxx X.
Xxx
Name:
Xxxxxx X. Xxx
Title: Vice
President
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
By: /S/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title: Vice
President
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