EXHIBIT 4.2
TOWN & COUNTRY CORPORATION,
as Issuer
AND
TOWN & COUNTRY FINE JEWELRY GROUP, INC.,
L.G. BALFOUR COMPANY, INC. and GOLD LANCE, INC.,
as Guarantors
AND
BANKERS TRUST COMPANY,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 13, 1996
to
INDENTURE
Dated as of May 14, 1993
13% Senior Subordinated Notes Due May 31, 1998
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of November 13, 1996, by and among
TOWN & COUNTRY CORPORATION, a Massachusetts corporation (the "Issuer"), BANKERS
TRUST COMPANY, a New York banking corporation, as Trustee (the "Trustee"), and
TOWN & COUNTRY FINE JEWELRY GROUP, INC., L.G. BALFOUR COMPANY, INC. and GOLD
LANCE, INC. (the "Guarantors").
WHEREAS, all capitalized terms used in this First Supplemental Indenture
have the respective meanings set forth in the Indenture; and
WHEREAS, the Issuer, the Guarantors and the Trustee entered into that
certain Indenture dated as of May 14, 1993 (the "Indenture"), which authorized
the issuance of 13% Senior Subordinated Notes due May 31, 1998 (the
"Securities"); and
WHEREAS, Section 9.02 of the Indenture provides, among other things, that
the Issuer, the Trustee and the Guarantors may amend the Indenture as provided
herein with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities; and
WHEREAS, all acts and proceedings required by law, the Indenture, the
articles of organization and the by-laws of the Issuer and the Guarantors to
authorize, approve and constitute this First Supplemental Indenture as a valid
and binding agreement for the uses and purposes set forth herein, in acco rdance
with its terms, have been done and taken, and the execution and delivery of this
First Supplemental Indenture have in all respects been duly authorized by the
Issuer and the Guarantors.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Issuer,
the Guarantors and the Trustee hereby agree as follows:
(1) The definition of "Minimum Net Worth" as set forth in the Indenture
shall be deleted in its entirety and replaced as follows: "Minimum Net Worth"
means, as of any date, an amount equal to negative $7,500,000.
(2) Section 4.10 of the Indenture is hereby amended by eliminating in its
entirety clause (ii) of the first full paragraph of Section 4.10 and replacing
it with the following: "(ii) the proceeds therefrom consist of at least 85% cash
or Cash Equivalents, and."
(3) Section 4.10 of the Indenture is hereby further amended by eliminating
in its entirety clause (iii) of the first full paragraph of Section 4.10 and
replacing it with the following: "(iii) within thirty (30) days of the Asset
Disposition, the proceeds arising therefrom are applied by the Company to redeem
or prepay Indebtedness secured by Liens subject to the Intercreditor Agreement
in accordance with the terms of the Intercreditor Agreement."
(4) Section 4.10(b)of the Indenture is hereby amended by eliminating in its
entirety the first full sentence thereof and replacing it with the following:
"In the event that the Company is required to redeem or prepay Indebtedness with
the proceeds arising from an Asset Disposition pursuant to this Section 4.10,
and to the extent that the Intercreditor Agreement provides that any portion of
such proceeds may be applied to redeem Securities hereunder, the Company shall,
subject to Section 3.01, redeem Securities at a redemption price equal to the
applicable percentage of the principal amount of such Securities as set forth in
Section 3.01 plus accrued and unpaid interest to and including the redemption
date."
(5) The Trustee accepts the amendment of the Indenture effected by this
First Supplemental Indenture. Without limiting the generality of the foregoing,
the Trustee has no responsibility for the correctness of the recitals of fact
herein contained which shall be taken as the statements of the Issue r and the
Guarantors.
(6) This First Supplemental Indenture shall become valid, binding and
effective upon its execution by the Issuer, the Guarantors and the Trustee.
(7) Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. In addition, without limitation, the
Issuer and the Guarantors hereby reconfirm their obligations to the Trust ee
under Section 7.07 of the Indenture.
(8) This First Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered shall be bound hereby.
(9)This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all of such counterparts shall together constitute one and the same
instrument.
(10)The laws of the State of New York shall govern this First Supplemental
Indenture without regard to principles of conflicts of law.
(11) Nothing contained in this First Supplemental Indenture shall operate
as a waiver or release of any right, remedy, claim or privilege against the
Company, the Guarantors or any other person as to matters not specifically
addressed by this First Supplemental Indenture, and all such rights, remed ies,
claims and privileges are hereby expressly preserved.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
TOWN & COUNTRY CORPORATION
By: /S/ C. William Carey
Name: C. William Carey
Title: Chairman
TOWN & COUNTRY FINE JEWELRY GROUP, INC.
By: /S/ C. William Carey
Name: C. William Carey
Title: Chairman
L.G. BALFOUR COMPANY, INC.
By: /S/ C. William Carey
Name: C. William Carey
Title: Chairman
GOLD LANCE, INC.
By: /S/ C. William Carey
Name: C. William Carey
Title: Chairman
BANKERS TRUST COMPANY, as Trustee
By: /s/ Terrence Rawlins
Name: Terrence Rawlins
Title: Assistant Treasurer