Exhibit 4.1.2
SECOND SUPPLEMENTAL INDENTURE ("Second Supplemental Indenture"),
dated as of March 19, 2003, among Philipp Brothers Chemicals, Inc., a New York
corporation (the "Company"), each of the Guarantors named herein, as guarantors,
and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as Trustee
(the "Trustee"). All capitalized terms not otherwise defined herein shall have
the meaning assigned to them in the Indenture (as defined herein).
WHEREAS, pursuant to an Indenture dated as of June 11, 1998 among
the Company, the Guarantors named therein and the Trustee (the "Original
Indenture"), the Company issued its 9 7/8% Senior Subordinated Notes due 2008,
Series A and Series B (the "Notes");
WHEREAS, the Original Indenture was amended by a certain First
Supplemental Indenture dated as of January 15, 1999 among the Company, the
Guarantors named therein and the Trustee (the Original Indenture, as so amended,
the "Indenture");
WHEREAS, Mineral Resource Technologies, LLC, a Guarantor under the
Indenture, was merged with and into MRT Management Corporation ("MMC") and MMC
changed its name to Mineral Resource Technologies, Inc. and remains a Guarantor
and Restricted Subsidiary;
WHEREAS, The Prince Manufacturing Company, a Pennsylvania
corporation, was merged with and into The Prince Manufacturing Company, an
Illinois corporation ("Prince Illinois"), and Prince Illinois remains as a
Gurarantor and Restricted Subsidiary;
WHEREAS, in accordance with the Indenture, the Company has obtained
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Notes to certain amendments (the "Amendments") to the
Indenture as set forth in this Second Supplemental Indenture;
WHEREAS, pursuant to Sections 9.02 and 12.16 of the Indenture, the
Company and the Guarantors, when authorized by resolution of their respective
Boards of Directors, and the Trustee, together, with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding, are authorized to amend or supplement the Indenture as set forth in
this Second Supplemental Indenture;
WHEREAS, the Company, each of the Guarantors and the Trustee desire
and have agreed to execute and deliver this Second Supplemental Indenture as
herein provided and all conditions and requirements necessary to make this
Second Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled and the execution
and delivery hereof have been in all respects duly authorized by all necessary
parties.
NOW, THEREFORE, for and in consideration of the premises contained
herein, it is mutually covenanted and agreed for the benefit of all Holders of
the Notes as follows:
Section 1. Section 6.01 (Events of Default) of the Indenture is
hereby amended as follows:
(a) Section 6.01 (iii). Section 6.01 (iii) of the Indenture is
amended by adding after the word "Notes" and before the semicolon the
following: ", provided that if the inclusion of Odda Holdings SA and Odda
Smeltaverk SA in any such covenant, agreement or warranty in the term
'Restricted Subsidiary' would result in such failure, then the term
'Restricted Subsidiary' shall exclude Odda Holdings SA and Odda Sweltaverk
SA".
(b) Section 6.01 (iv). Section 6.01(iv) of the Indenture is amended
by adding the words "(other than Odda Holdings SA and Odda Smeltaverk SA)"
following the words "any Restricted Subsidiary" appearing therein.
(c) Section 6.01(v). Section 6.01(v) of the Indenture is amended by
adding the words "(other than Odda Holdings SA and Odda Smeltaverk SA)"
following the words "any Restricted Subsidiary" appearing therein.
(d) Section 6.01(vi). Section 6.01(vi) of the Indenture is amended
by adding the words "(other than Odda Holdings SA and Odda Smeltaverk SA)"
following the words "any Significant Subsidiary" in each place such words
appear therein.
(e) Section 6.01(vii). Section 6.01(vii) of the Indenture is amended
by adding the words "(other than Odda Holdings SA and Odda Smeltaverk SA)"
following the words "any Significant Subsidiary" in each place such words
appear therein.
Section 2. The Company agrees that the Trustee is permitted and
hereby authorizes the Trustee to place a notation about this Second Supplemental
Indenture on the Notes in accordance with the provisions of Section 9.05 of the
Indenture.
Section 3. The Trustee accepts this Second Supplemental Indenture
and agrees to execute the trust created by the Indenture as hereby supplemented,
but only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, which terms and provisions shall in like manner define and limit
its liabilities and responsibilities in the performance of the trust created by
the Indenture as hereby supplemented.
Section 4. This Second Supplemental Indenture is executed and shall
be construed as an indenture supplemental to the Indenture and, as provided in
the Indenture, this Second Supplemental Indenture forms a part thereof. Except
as otherwise expressly provided for in this Second Supplemental Indenture, all
of the terms and conditions of the Indenture are hereby ratified and shall
remain unchanged and continue in full force and effect.
Section 5. The recitals contained in this Second Supplemental
Indenture shall be taken as the statements made solely by the Company and the
Guarantors, and the Trustee shall have no liability or responsibility for their
correctness, and, without limiting the generality of the foregoing, the Trustee
shall not be responsible in any manner whatsoever for or with respect to any of
(i) the validity or sufficiency of this Second Supplemental Indenture or any of
the terms or provisions hereof, (ii) the proper authorization hereof by the
Company and the Guarantors by corporate action or otherwise, (iii) the due
execution hereof by the Company and the Guarantors or (iv) the consequences
(direct or indirect and whether deliberate or inadvertent) of any amendment
herein provided for, and the Trustee makes no representation with respect to any
such matters.
Section 6. This Second Supplemental Indenture shall become effective
upon the execution and delivery hereof by the Company, the Guarantors and the
Trustee.
SECTION 7. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 8. This Second Supplemental Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first written
above.
PHILIPP BROTHERS CHEMICALS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: President
C.P. CHEMICALS, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
PHIBRO-TECH, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
MINERAL RESOURCE TECHNOLOGIES, INC.,
as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
PRINCE AGRIPRODUCTS, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
PHIBROCHEM, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
PHIBROCHEMICALS, INC., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
WESTERN MAGNESIUM CORP., as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
THE PRINCE MANUFACTURING COMPANY,
as Guarantor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK, as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Officer