EXHIBIT 4.18
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of December 18, 1995, among
CANADIAN REYNOLDS METALS COMPANY, LIMITED-SOCIETE CANADIENNE DE METAUX
REYNOLDS, LIMITEE, a company duly organized and existing under the laws of the
Province of Quebec, Canada (whose name effective January 1, 1996 will be
changed to "Reynolds Aluminum Company of Canada, Ltd.-Societe d'Aluminium
Reynolds du Canada, Ltee") (the "Company"), REYNOLDS METALS COMPANY, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Guarantor"), THE BANK OF NEW YORK, a New York banking corporation, as
Trustee (the "Trustee"), and SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD./SYSTEMES
GRAPHIQUES SOUTHERN-CANADA, LTEE, a company duly organized and existing under
the laws of the Province of Quebec, Canada (whose name effective January 1,
1996 will be changed to "Canadian Reynolds Metals Company, Ltd./Societe
Canadienne de Metaux Reynolds, Ltee") ("New Company").
WITNESSETH:
WHEREAS, the Company, the Guarantor and the Trustee are parties to an
Indenture, dated as of April 1, 1993 (the "Indenture"), providing for the
issuance from time to time of the Company's unsecured debentures, notes or
other evidences of indebtedness (the "Securities") in one or more series and
the guarantees of the Guarantor with respect to the Securities;
WHEREAS, at the date hereof, U.S. $285,000,000 aggregate principal amount
of Securities designated the "6-5/8% Guaranteed Amortizing Notes due July 15,
2002" (the "Notes") are the only series of Securities issued and outstanding
under the Indenture;
WHEREAS, the Notes are fully and unconditionally guaranteed as to payment
of principal and interest by the Guarantor (the "Guarantees");
WHEREAS, Section 803 of the Indenture permits any Subsidiary of the
Guarantor to assume the obligations of the Company with respect to the
Securities and under the Indenture, subject to compliance with the conditions
set forth in Section 803;
WHEREAS, Section 803 of the Indenture further provides that upon any such
assumption by a Subsidiary of the Guarantor, such Subsidiary shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if such Subsidiary had been named
as the "Company" in the Indenture, and the Company shall be released from its
liability as obligor upon the Securities;
WHEREAS, in connection with a restructuring of the Canadian operations of
the Guarantor, New Company, being a Subsidiary of the Guarantor, desires to
assume the obligations of the Company under the Indenture and with respect to
the Notes;
WHEREAS, the Company desires to remain as an obligor under the Indenture
and with respect to the Notes notwithstanding the assumption by New Company of
the Company's obligations thereunder;
WHEREAS, the Guarantor desires to confirm that the Guarantees shall apply
to New Company's obligations under the Indenture and with respect to the Notes
and shall continue to apply to the Company's obligations under the Indenture
and with respect to the Notes; and
WHEREAS, Section 901 of the Indenture provides that the Company, the
Guarantor and the Trustee may, without the consent of any Holders, enter into
one or more supplemental indentures to the Indenture, in form satisfactory to
the Trustee, (1) to evidence the assumption by any Person of the covenants of
the Company in the Indenture and in the Securities and (2) to add to the
covenants of the Company for the benefit of the Holders or to surrender any
right or power conferred upon the Company.
NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:
Section 1. Confirmation of the Indenture; Definitions. Except as amended
and supplemented hereby, the Indenture is hereby confirmed and reaffirmed in
all particulars. Without limiting the generality of the foregoing, all
representations, covenants, agreements, obligations and rights contained in the
Indenture or herein and all security for the same are and shall be for the
equal and proportionate benefit and security of the Holders of all Securities
issued and outstanding under the Indenture, as amended hereby. Anything in the
Indenture or herein to the contrary notwithstanding, all recitals, definitions
and provisions contained in this First Supplemental Indenture shall take
precedence over the recitals, definitions and provisions of the Indenture to
the extent of any conflict between the two. Unless otherwise defined herein,
terms defined in the Indenture and used herein shall have the meanings given to
them in the Indenture.
Section 2. Amendment to Section 803. The last paragraph of Section 803
of the Indenture is hereby amended and restated in its entirety to read as
follows:
"Upon any such assumption, the Guarantor or such Subsidiary shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if the Guarantor or
such Subsidiary had been named as the "Company" herein, and the Person named as
the "Company" in the first paragraph of this instrument or any successor Person
which shall theretofore have become such in the manner prescribed in this
Article shall be released from its liability as obligor upon the Securities,
unless (i) such Person expressly agrees to remain as an obligor upon the
Securities and under this Indenture and (ii) the Guarantor expressly confirms
that its Guarantees shall continue to apply to such Person's obligations under
the Securities and this Indenture notwithstanding the assumption by the
Guarantor or such Subsidiary of such Person's obligations."
Section 3. Assumption by New Company of Company's Obligations. Pursuant
to Section 803 of the Indenture, as amended hereby, New Company, being a
Subsidiary of the Guarantor, hereby assumes the obligations of the Company for
the due and punctual payment of the principal of (and premium, if any),
interest, if any, on and any other payments with respect to the Notes and the
performance of every covenant of the Indenture and the Notes on the part of the
Company to be performed and observed.
Section 4. Agreement by Company to Remain as Obligor. Notwithstanding the
assumption by New Company of the Company's obligations under the Notes and the
Indenture, as amended hereby, as provided in Section 3 hereof, the Company
hereby expressly agrees to remain as an obligor upon the Notes and under the
Indenture, as amended hereby, and not to be released from its liability with
respect thereto.
Section 5. Confirmation by Guarantor of Guarantees. The Guarantor hereby
confirms that its Guarantees shall apply to (i) New Company's obligations under
the Notes and the Indenture, as amended hereby, and (ii) the Company's
obligations under the Notes and the Indenture, as amended hereby,
notwithstanding the assumption by New Company of the Company's obligations
thereunder.
Section 6. Subsidiary; Place of Incorporation. New Company hereby
confirms that it is a Subsidiary of the Guarantor and is incorporated under the
laws of the Province of Quebec, Canada.
Section 7. Payment of Additional Amounts. Without limiting the
generality of Section 3 of this First Supplemental Indenture, New Company
hereby expressly agrees that Section 1007 of the Indenture, as amended hereby,
relating to the payment of Additional Amounts with respect to Canadian non-
resident withholding taxes shall apply to and be binding upon it by virtue of
its assumption of the obligations of the Company under the Notes and the
Indenture, as amended hereby, as though said Section were fully recited herein
and with the same effect as if New Company had been named as the "Company"
therein.
Section 8. Conditions to Effectiveness. This First Supplemental
Indenture shall become effective on January 1, 1996, subject to the
satisfaction of the following conditions precedent:
(i) No Event of Default. Immediately after giving effect to the
transactions contemplated herein, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing.
(ii) Officers' Certificates and Opinions of Counsel. The
Company, the Guarantor and New Company shall each have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel pursuant to Section 803 of
the Indenture, as amended hereby, stating that: (I) (a) the assumption by New
Company of the obligations of the Company under the Notes and the Indenture, as
amended hereby, (b) the agreement of the Company to remain as an obligor upon
the Notes and under the Indenture, as amended hereby, (c) the confirmation by
the Guarantor that its Guarantees will apply to New Company's obligations under
the Notes and the Indenture, as amended hereby, (d) the confirmation by the
Guarantor that its Guarantees will continue to apply to the Company's
obligations under the Notes and the Indenture, as amended hereby, and (e) this
First Supplemental Indenture, comply with Article Eight of the Indenture, as
amended hereby; and (II) all conditions precedent set forth in the Indenture,
as amended hereby, relating to the foregoing have been complied with; and such
Opinions of Counsel shall further state, in accordance with Section 903 of the
Indenture, as amended hereby, that the execution of this First Supplemental
Indenture is authorized or permitted by the Indenture, as amended hereby.
(iii) Board Resolutions. The Company, the Guarantor and New
Company shall each have delivered to the Trustee a copy of a Board Resolution,
certified by its Secretary or an Assistant Secretary, duly adopted by its Board
of Directors, authorizing the transactions contemplated by, and the execution
and delivery of, this First Supplemental Indenture.
Section 9. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 10. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed, all as of the date first above written.
CANADIAN REYNOLDS METALS COMPANY,
LIMITED-SOCIETE CANADIENNE DE
METAUX REYNOLDS, LIMITEE
ATTEST:
Brenda A. Hart By Julian H. Taylor
Assistant Secretary Title: Vice President, Finance
[SEAL]
REYNOLDS METALS COMPANY
ATTEST:
Brenda A. Hart By Julian H. Taylor
Assistant Secretary Title: Vice President, Treasurer
[SEAL]
SOUTHERN GRAPHIC SYSTEMS-CANADA,
LTD./SYSTEMES GRAPHIQUES SOUTHERN-
CANADA, LTEE
ATTEST:
Brenda A. Hart By Julian H. Taylor
Assistant Secretary Title: Vice President, Treasurer
[SEAL]
THE BANK OF NEW YORK
ATTEST:
Marie E. Trimboli By Nancy Gill
Nancy Gill
Title: Assistant Treasurer
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss:
COUNTY OF HENRICO )
On the 18th day of December, 1995, before me personally came Julian H.
Taylor to me known, who, being by me duly sworn, did depose and say that he is
Vice President, Finance of Canadian Reynolds Metals Company, Limited--Societe
Canadienne de Metaux Reynolds, Limitee, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
[SEAL]
Elizabeth B. Richardson
My commission expires September 30, 1997
COMMONWEALTH OF VIRGINIA )
) ss:
COUNTY OF HENRICO )
On the 18th day of December, 1995, before me personally came Julian H.
Taylor to me known, who, being by me duly sworn, did depose and say that he is
Vice President, Treasurer of Reynolds Metals Company, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.
[SEAL]
Elizabeth B. Richardson
My commission expires September 30, 1997
COMMONWEALTH OF VIRGINIA )
) ss:
COUNTY OF HENRICO )
On the 18th day of December, 1995, before me personally came Julian H.
Taylor to me known, who, being by me duly sworn, did depose and say that he is
Vice President, Treasurer of Southern Graphic Systems-Canada, Ltd./Systemes
Graphiques Southern-Canada, Ltee, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
[SEAL]
Elizabeth B. Richardson
My commission expires September 30, 1997
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 20th day of December, 1995, before me personally came Nancy Gill to
me known, who, being by me duly sworn, did depose and say that he is Assistant
Treasurer of The Bank of New York, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
[SEAL]
William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certificate Filed in New York County
Commission Expires May 16,