FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (herein so called) is dated as of
March 17, 1998, among Spinnaker Industries, Inc., a Delaware corporation (the
"Company"), Central Products Company, a Delaware corporation, Spinnaker
Coating, Inc., a Delaware corporation, formerly known as Xxxxx-Bridge
Industries, Inc., Entoleter, Inc., a Delaware corporation, Spinnaker
Coating-Maine, Inc., a Delaware corporation ("SCMI"), and The Chase Manhattan
Bank, a banking corporation organized and existing under the laws of the
State of New York, as Trustee. Each defined term used herein shall have the
meaning assigned to it in the Indenture (hereinafter defined), unless the
context hereof otherwise requires or provides.
RECITALS
1 As of October 23, 1996, the Company, the Guarantors and the Trustee
executed an Indenture (the "Indenture") providing for the issuance of
$115,000,000 of the Company's 10 3/4% Senior Secured Notes Due 2006, Series B
(the "Securities").
2 Section 4.17 of the Indenture permits, among other things,
Restricted Subsidiaries to guarantee Indebtedness if the Restricted
Subsidiary becomes a Guarantor by executing a supplemental indenture in which
such Restricted Subsidiary agrees to be bound by the terms of the Indenture
as a Guarantor and executes a Guarantee.
3 SCMI is a Restricted Subsidiary that proposes to guarantee certain
indebtedness of the Company.
4 Section 9.01(a)(iv) of the Indenture permits the Indenture to be
amended or supplemented to add Guarantees with respect to the Securities
without the consent of any Securityholder.
5 The Company, the Guarantors, SCMI, and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the Securities:
ARTICLE 1
ADDITIONAL GUARANTOR
Section 1.01 GUARANTY. SCMI, by executing this First Supplemental
Indenture, agrees to be bound by the terms of the Indenture as a Guarantor
and agrees to execute a Guarantee.
FIRST SUPPLEMENTAL INDENTURE PAGE 1
Section 1.02 SCHEDULE I. Schedule I to the Indenture is amended by
adding the following:
REGISTERED OWNER
DESCRIPTION OF SHARES ISSUER (AND PLEDGOR)
--------------------- ------ -----------
1,000 shares of Spinnaker Coating-- Spinnaker
Common Stock Maine, Inc. Coating, Inc.
ARTICLE 2
MISCELLANEOUS
Section 2.01 FURTHER ASSURANCES. The parties will execute and deliver
such further instruments and do such further acts and things as may be
reasonably required to carry out the intent and purpose of this First
Supplemental Indenture.
Section 2.02 TRUST INDENTURE ACT CONTROLS. If any provision of this
First Supplemental Indenture limits, qualifies, or conflicts with another
provision hereof that is required to be included in this First Supplemental
Indenture by the TIA, the required provision shall control.
Section 2.03 COUNTERPART ORIGINALS. This First Supplemental
Indenture may be executed in any number of counterparts, each of which so
executed shall be an original, but all of them together represent the same
agreement.
Section 2.04 HEADINGS. 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 of this First Supplemental Indenture,
and shall in no way modify or restrict any of the terms or provisions hereof.
Section 2.05 GOVERNING LAW. This First Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of
New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the laws of another jurisdiction
would be required thereby.
Section 2.06 SUCCESSORS. All agreements of the Company, the
Guarantors, and the Trustee in this First Supplemental Indenture shall bind
their successors.
Section 2.07 SEVERABILITY. In case any provision in this First
Supplemental Indenture shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
FIRST SUPPLEMENTAL INDENTURE PAGE 2
Section 2.08 INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except to
the extent amended hereby or in connection herewith, all terms, provisions
and conditions of the Indenture, and all documents executed in connection
therewith, shall continue in full force and effect and shall remain
enforceable and binding in accordance with their terms. Except as
specifically modified herein, the Indenture remains unchanged and in full
force and effect.
Section 2.09 NO THIRD PARTY BENEFITS. Nothing in this First
Supplemental Indenture, express or implied, shall give to any Person, other
than the parties hereto and their successors under the Indenture, and the
Holders of the Securities, any benefit or any legal or equitable right,
remedy or claim under the Indenture.
Section 2.10 THE TRUSTEE. The Trustee shall not be responsible in any
manner for or in respect of the validity or sufficiency of this First
Supplemental Indenture, or for or in respect of the recitals contained
herein, all of which recitals are made by the Company solely.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first written above.
SPINNAKER INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Vice President,
Corporate Development
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CENTRAL PRODUCTS COMPANY
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
-----------------------------
Title: Vice President
-----------------------------
FIRST SUPPLEMENTAL INDENTURE PAGE 3
SPINNAKER COATING, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
-----------------------------
Title: Vice President
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ENTOLETER, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
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Title: Vice President
-----------------------------
SPINNAKER COATING-MAINE, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
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Title: Vice President
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THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Xxxxx X. XxXxxxxx
-------------------------------
Name: Xxxxx X. XxXxxxxx
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Title: Senior Trust Officer
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FIRST SUPPLEMENTAL INDENTURE PAGE 4
