SUPPLEMENTAL INDENTURE

EX-4.2 4 g73886ex4-2.txt SUPPLEMENTAL INDENTURE EXHIBIT 4.2 Execution Copy MOLL INDUSTRIES, INC. COMPANY AND STATE STREET BANK AND TRUST COMPANY TRUSTEE ------------------------------------------------------------------------------ FIRST SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 28, 2001 ------------------------------------------------------------------------------ TO THE INDENTURE DATED AS OF JUNE 26, 1998 BETWEEN MOLL INDUSTRIES, INC. (F/K/A ANCHOR ADVANCED PRODUCTS, INC.) AND STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE, RELATING TO $130 MILLION AGGREGATE PRINCIPAL AMOUNT OF 10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2008 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is made as of the 28th day of December, 2001, between Moll Industries, Inc. (f/k/a Anchor Advanced Products, Inc.) (the "Company") and State Street Bank and Trust Company, as trustee (the "Trustee"). WHEREAS, the Company and the Trustee heretofore executed and delivered an Indenture, dated as of June 26, 1998 (the "Indenture"); and WHEREAS, pursuant to the Indenture, the Company issued and the Trustee authenticated and delivered $130 million aggregate principal amount of the Company's 10 1/2% Senior Subordinated Notes due 2008 (the "Initial Notes"); and WHEREAS, pursuant to an exchange offer registered with the Securities and Exchange Commission on a Registration Statement No. 333-60857 on Form S-4, the Company offered to, and did, exchange $130 million in aggregate principal amount of its 10 1/2% Series B Senior Subordinated Notes due 2008 (the "Exchange Notes" and, together with the Initial Notes, the "Notes") for $130 million in aggregate principal amount of the Initial Notes; and WHEREAS, Section 9.02 of the Indenture provides that the Company, when authorized by resolutions of its Board of Directors, and the Trustee, with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes outstanding, may amend the Indenture, subject to certain exceptions (none of which is applicable to the amendments (the "Amendments") contained in Section 2.01 of this Supplemental Indenture) specified in Section 9.02 of the Indenture; and WHEREAS, pursuant to its Offer to Purchase and Consent Solicitation, dated September 19, 2001, as amended as of October 11, 2001 and as extended (the "Consent Solicitation"), the Company solicited consents of the Holders to the Amendments, which if adopted would (i) amend the Indenture by deleting therefrom the provisions set forth below, and (ii) amend Section 1.01 of the Indenture by amending the definition of the term "Subsidiary" therein; and WHEREAS, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes have duly consented to the Amendments set forth in this Supplemental Indenture in accordance with Section 9.02 of the Indenture; and WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of resolutions of its Board of Directors authorizing the execution, delivery and performance of this Supplemental Indenture, (ii) evidence of the written consent of the Holders set forth in the immediately preceding paragraph, (iii) an Officers' Certificate in compliance with and to the effect set forth in Sections 1.01, 9.02 and 9.06 of the Indenture and (iv) an Opinion of Counsel in compliance with and to the effect set forth in Sections 1.01, 9.02 and 9.06 of the Indenture; and WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture valid and binding have been complied with or have been done or performed; NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Supplemental Indenture, might operate to limit such action, the Company, Holdings and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes: ARTICLE I DEFINITIONS SECTION 1.01. GENERAL. For all purposes of the Indenture and this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the words "herein", "hereof" and "hereunder" and other words of similar import refer to the Indenture and this Supplemental Indenture as a whole and not to any particular Article, Section or subdivision; and (b) capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture. ARTICLE II AMENDMENTS AND WAIVER SECTION 2.01. AMENDMENTS. Subject to Section 3.01 hereof, the Indenture is hereby amended in the following respects: (a) Section 1.01 of the Indenture is hereby amended by amending the definition of the term "Subsidiary" therein to read as follows: "Subsidiary" means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one of more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof). For purposes of this Indenture, any reference to a "Subsidiary" of the Company shall be deemed to exclude any entity organized or incorporated under the laws of any jurisdiction other than the United States of 2 America, its territories and possessions, any State of the United States, and the District of Columbia. (b) The Indenture is hereby further amended by deleting Sections 4.02 to 4.13, inclusive, Sections 4.15 to 4.18, inclusive, Sections 5.01 and 5.02, Sections 6.01(c), (d), (e), (f) and (i), and Sections 11.03 and 11.04 thereof in their entirety. (c) Section 12.02 of the Indenture is hereby amended by amending and restating the first paragraph thereof to read as follows: Any notice or communication by the Company, a Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guarantying next day delivery, to the others' address: If to the Company and/or any Guarantor: Moll Industries, Inc. William W. Teeple Vice President and Chief Financial Officer 2100 S.W. 71st Terrace Davie, FL 33317 Fax: 954 ###-###-#### With a copy to: Nora J. Schneider, Esq. Choate, Hall & Stewart Exchange Place 53 State Street Boston, MA 02109-2891 Telecopier No.: (617) 248-4000 If to the Trustee: State Street Bank and Trust Company 225 Asylum Street Hartford, CT 06103 Attention: Corporate Trust Department Telecopier No.: (860) 244-1889 3 With a copy to: Bruce M. Lutsk, Esq. Reid & Riege, P.C. One State Street Hartford, CT 06103 Telecopier No.: (860) 240-1002 ARTICLE III MISCELLANEOUS SECTION 3.01. EFFECTIVENESS. This Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee. Notwithstanding the execution and delivery of the Supplemental Indenture by the Company and the Trustee, the Amendments shall become effective only concurrently with the payment of the Purchase Price (as defined in the Consent Solicitation) and the making of the Consent Payment (as defined in the Consent Solicitation). The Purchase Price and Consent Payment will be deemed to have been made when paid by the deposit with the Depositary (as defined in the Consent Solicitation), which will act as the agent for the tendering and consenting Holders and transmit such payment to such Holders. The Indenture will remain in effect without giving effect to the Amendments until the Purchase Price is paid and the Consent Payment is made. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Notwithstanding the foregoing provisions of this Section 3.01, if the Purchase Price is not paid and the Consent Payment is not made on or prior to December 19, 2001, the Amendments will not become effective and this Supplemental Indenture will become null and void. SECTION 3.02. INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect. SECTION 3.03. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together. SECTION 3.04. CONFIRMATION AND PRESERVATION OF INDENTURE. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved. SECTION 3.05. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), that is required under the Trust Indenture Act to be part of and govern any provision of this Supplemental Indenture, the provision of the 4 Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be. SECTION 3.06. SEVERABILITY. In case any provision in this 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. SECTION 3.07. HEADINGS. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 3.08. BENEFITS OF SUPPLEMENTAL INDENTURE, ETC. Nothing in this Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes. SECTION 3.09. SUCCESSORS. All agreements of the Company and Holdings in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. SECTION 3.10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals contained herein shall be taken as the statements of the Company and Holdings, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be liable or responsible for the validity or sufficiency of this Supplemental Indenture. SECTION 3.11. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. SECTION 3.12. GOVERNING LAW. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. SECTION 3.13. COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be original, but all of them together represent the same agreement. 5 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date and year first above written. MOLL INDUSTRIES, INC. By: /s/ James T. Sprouse ------------------------------- Name: James T. Sprouse Title: Corporate Controller (SEAL) Attest: /s/ George T. Votis --------------------------- Name: George T. Votis Title: Chairman and Chief Executive Officer STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Michael M. Hopkins ------------------------------- Name: Michael M. Hopkins --------------------------- Title: Vice President