UNIROYAL CHEMICAL CORPORATION
(f/k/a UCC INVESTORS HOLDING, INC.)
as Issuer
UNIROYAL CHEMICAL COMPANY, INC.
as successor to the Company
and
STATE STREET BANK AND TRUST COMPANY
as Trustee
________________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 6, 1999
________________________
$300,000,000
10 1/2 % Senior Notes due 2002
SECOND SUPPLEMENTAL INDENTURE, dated as of December 6, 1999
("Second Supplemental Indenture"), among Uniroyal Chemical
Company, Inc., a New Jersey corporation (the "Company"), and
State Street Bank and Trust Company, a Massachusetts banking
corporation, as Trustee (the "Trustee").
WHEREAS, the Company is the successor to Uniroyal Chemical
Corporation (f/k/a UCC Investors Holding, Inc.), a Delaware
corporation, to the Indenture, dated as of February 8, 1993, as
amended and supplemented by the Supplemental Indenture, dated as
of June 28, 1996, as amended and supplemented by the First
Supplemental Indenture, dated as of December 9, 1998 (as it may
be amended or supplemented from time to time, the "Indenture"),
providing for the issuance of 10 1/2% Senior Notes due 2002 (the
"Securities"), in the aggregate principal amount of $300,000,000;
WHEREAS, the Company desires to delete or amend certain
provisions of the Indenture as set forth herein;
WHEREAS, there were outstanding immediately prior to the
date hereof Securities in the aggregate principal amount of
$150,263,000, of which $149,549,000 in principal amount tendered
such Securities and consented in writing to the amendments
contained herein pursuant to an offer to purchase for cash all
outstanding Securities and related consent solicitation;
WHEREAS, Section 8.02 of the Indenture provides that the
Company and the Trustee may amend or supplement the Indenture
with the written consent of the holders of at least a majority in
principal amount of the Securities;
WHEREAS, the Company has furnished the Trustee with an
Officers' Certificate and, as to legal issues, an Opinion of
Counsel, stating that this Second Supplemental Indenture is
authorized under the Indenture;
WHERAS, pursuant to Section 8.06 of the Indenture, in
signing this Second Supplemental Indenture, the Trustee shall be
fully protected in relying upon an Officers' Certificate and an
Opinion of Counsel stating that this Second Supplemental
Indenture is authorized under the Indenture; and
WHEREAS, all things necessary to make this Second
Supplemental Indenture a valid agreement, in accordance with its
terms, have been done.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein, the Company and the Trustee, intending
to be legally bound, mutually covenant and agree for the equal
and ratable benefit of the respective holders from time to time
of the Securities as follows (all capitalized terms used in this
Second Supplemental Indenture which are not defined herein have
the meanings assigned to them in the Indenture):
Section 1. Deletion of Certain Sections of the Indenture.
Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.11 and 3.12
of the Indenture are hereby amended by deleting all such
sections, all references thereto and all defined terms used
exclusively therein in their entirety.
Section 2. Amendment of Section 3.10 of the Indenture.
Section 3.10 of the Indenture is hereby amended by replacing all
references to "the Company" with references to "CK Witco
Corporation," which is the corporation that owns all of the
outstanding capital stock of the Company.
Section 3. Amendments to Section 4.01 of Article IV.
Section 4.01 of the Indenture is hereby amended to read in its
entirety as follows:
"SECTION 4.01. Merger and Consolidation.
The Company shall not consolidate with or merge with or into
any other corporation or transfer all or substantially all of its
properties and assets as an entirety to any Person unless:
(a) either the Company shall be the continuing Person,
or the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or to which the
properties and assets of the Company as an entirety are
transferred (the "Successor Corporation"), shall be a corporation
organized and existing under the laws of the United States or any
State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form and substance reasonably
satisfactory to the Trustee, all the obligations of the Company
under this Indenture and the Securities;
(b) immediately before and immediately after giving
effect to such transaction (and treating any Indebtedness which
becomes an obligation of the Successor Corporation or any
Restricted Subsidiary as a result of such transaction as having
been Incurred by such Successor Corporation or such Restricted
Subsidiary at the time of such transaction), no Default shall
have occurred and be continuing;
(c) the Company shall have delivered, or caused to be
delivered, to the Trustee an Officers' Certificate and, as to
legal issues, an Opinion of Counsel, each in form and substance
reasonably satisfactory to the Trustee stating that such
consolidation, merger or transfer and such supplemental indenture
comply with this Article and that all conditions precedent herein
provided for relating to such transaction and have been complied
with;
Notwithstanding the foregoing paragraph (b), (X) any
Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company
or any Wholly Owned Subsidiary or Wholly Owned Subsidiaries and
(Y) the Combination may be effected, and no violation of this
Section shall be deemed to have occurred as a consequence
thereof, as long as in each case the requirements of paragraphs
(a) and (c) are satisfied in connection therewith."
Section 4. Amendments to Section 5.01 of Article V.
Section 5.01 of the Indenture is hereby amended to read in its
entirety as follows:
"SECTION 5.01. Events of Default.
An "Event of Default" occurs if:
(a) the Company defaults in the payment of interest on
any Security when the same becomes due and payable, and such
default continues for a period of 30 days;
(b) the Company defaults in the payment of the principal
of any Security when the same becomes due and payable at maturity
or otherwise or fails to redeem or purchase Securities when
required pursuant to this Indenture or the Securities;
(c) the Company fails to comply with any of its other
covenants or agreements in the Securities or this Indenture and
the default continues for 30 days after the date on which written
notice of such default is given to the Company by the Trustee or
to the Company and the Trustee by Holders of at least 25% in
principal amount of the Securities then outstanding hereunder;
(d) the Company or any Significant Subsidiary pursuant
to or within the meaning of any Bankruptcy Law;
(i) commences a voluntary case,
(ii) consents to the entry of an order for relief
against it in an involuntary case,
(iii) consents to the appointment of a Custodian of
it or for all or substantially all of its property,
(iv) makes a general assignment for the benefit of
its creditors, or
(v) admits in writing its inability to generally
pay its debts as such debts become due;
or takes any comparable action under any foreign laws relating to
insolvency;
(e) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(i) is for relief against the Company or any
Significant Subsidiary in an involuntary case,
(ii) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of its
property, or
(iii) orders the winding up or liquidation of the
Company or any Significant Subsidiary;
or any similar relief is granted under any foreign laws and the
order or decree remains unstayed and in effect for 60 days.
The term "Bankruptcy Law" means title 11 of the U.S. Code or
any similar Federal or State law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.
Any notice of Default given by the Trustee or
Securityholders under this Section must specify the Default,
demand that it be remedied and state that the notice is a "Notice
of Default".
The Company shall deliver to the Trustee, within 30 days
after the occurrence thereof, written notice of any event which
with the giving of notice or the lapse of time or both would
become an Event of Default under clause (c) or (e) hereof.
Subject to the provisions of Section 6.01 and 6.02, the
Trustee shall not be charged with knowledge of any Event of
Default unless written notice thereof shall have been given to
the Trustee by the Company, the Paying Agent, any Holder or an
agent of any Holder."
Section 5. Effectiveness; Termination. The provisions of
this Second Supplemental Indenture will take effect immediately
upon its execution and delivery by the Company and the Trustee in
accordance with the terms of the Indenture. Prior to the
Acceptance Date, the Company may terminate this Second
Supplemental Indenture upon written notice to the Trustee. The
Company shall give the Trustee prompt written notice of the
Acceptance Date.
Section 6. Acceptance by Trustee. The Trustee accepts the
amendments to the Indenture effected by this Second Supplemental
Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and
conditions set forth in the Indenture.
Section 7. Governing Law. The laws of the State of New
York govern this Second Supplemental Indenture and the
Securities, without regard to the conflicts of laws rules
thereof.
Section 8. Counterparts. This Second Supplemental
Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed as of the date
first above written.
UNIROYAL CHEMICAL COMPANY
By
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
ATTEST:
By
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
By
Name:
Title:
ATTEST:
By
Name:
Title:
