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Exhibit 4.1
CRYSTAL SPRINGS OF SEATTLE, INC.,
AS SUBSIDIARY GUARANTOR,
CRYSTAL SPRINGS DRINKING WATER, INC.,
AS SUBSIDIARY GUARANTOR,
AND
BANKERS TRUST COMPANY,
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 1, 1998
TO
INDENTURE
DATED AS OF NOVEMBER 19, 1997
$100,000,000
11-1/2% SENIOR SUBORDINATED NOTES DUE 2007
OF
SPARKLING SPRING WATER GROUP LIMITED
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1998, by and among Crystal
Springs of Seattle, Inc., a corporation organized under the laws of the State of
Delaware, with its principal executive offices located at One Landmark Square,
Stamford, Connecticut 06901 ("Crystal Springs"), Crystal Springs Drinking Water,
Inc., a corporation organized under the laws of the State of Washington, with
its principal executive offices located at One Landmark Square, Stamford,
Connecticut 06901 ("Crystal Springs Drinking Water"), and Bankers Trust Company,
a New York Banking Corporation, as Trustee (the "Trustee"), under the Indenture,
dated as of November 19, 1997, between Sparkling Spring Water Group Limited (the
"Company"), the Subsidiary Guarantors named therein and the Trustee, pursuant to
which the Subsidiary Guarantors guaranteed the 11 1/2% Senior Subordinated
Notes of the Company issued as provided therein (the "Indenture"), reference to
which Indenture is hereby made, this indenture (the "First Supplemental
Indenture") being supplemental thereto (capitalized terms used herein without
definition shall have the respective meanings assigned thereto in the
Indenture):
WHEREAS, pursuant to Section 4.19 of the Indenture, the Company and the
Subsidiary Guarantors named therein covenanted, among other things, that in the
event that the Company or any of its subsidiaries shall acquire another
subsidiary, then such other subsidiary shall execute and deliver to the Trustee
a supplemental indenture pursuant to which such other subsidiary shall
unconditionally guarantee all of the Company's obligations under the Notes and
the Indenture;
WHEREAS, on December 16, 1997, Crystal Springs was formed as a
wholly-owned subsidiary of the Company;
WHEREAS, on December 17, 1997, Crystal Springs acquired all of the
outstanding capital stock of Crystal Springs Drinking Water, a Washington
corporation;
WHEREAS, Crystal Springs and Crystal Springs Drinking Water now desire
to supplement the Indenture and become Subsidiary Guarantors; and
WHEREAS, the execution and delivery of this First Supplemental
Indenture have been duly authorized by the Board of Directors of Crystal Springs
and by the Board of Directors of Crystal Springs Drinking Water by appropriate
resolutions.
ARTICLE I
SUBSIDIARY GUARANTORS
Section 1. Crystal Springs covenants and agrees that it shall be a
Subsidiary Guarantor for all purposes of the Indenture to the same extent and as
if it were a party to the Indenture, and covenants and agrees to be bound by all
provisions of the Indenture. In furtherance thereof, Crystal Springs
unconditionally and irrevocably guarantees, on a senior subordinated basis, to
each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Company or
any other Subsidiary Guarantor under the Indenture or thereunder to the same
extent as set forth in Section 12.01 of the Indenture. Crystal Springs covenants
and agrees that each Note shall have an executed Guarantee endorsed thereon
substantially in the form of Exhibit A hereto.
Section 2. Crystal Springs Drinking Water covenants and agrees that it
shall be a Subsidiary Guarantor for all purposes of the Indenture to the same
extent and as if it were a party to the Indenture, and covenants and agrees to
be bound by all provisions of the Indenture. In furtherance thereof, Crystal
Springs Drinking Water unconditionally and irrevocably guarantees, on a senior
subordinated basis, to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of the Indenture, the Notes or the obligations of
the Company or any other Subsidiary Guarantor under the Indenture or
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thereunder to the same extent as set forth in Section 12.01 of the Indenture.
Crystal Springs Drinking Water covenants and agrees that each Note shall have an
executed Guarantee endorsed thereon substantially in the form of Exhibit A
hereto.
Section 3. To further evidence the Guarantee set forth in Section 12.01
of the Indenture, Crystal Springs hereby agrees that a notation of such
Guarantee, substantially in the form of Exhibit A hereto, shall be endorsed on
each Note authenticated and delivered by the Trustee. Such Guarantee shall be
executed on behalf of Crystal Springs by either manual or facsimile signature of
two Officers of Crystal Springs, each of whom, in each case, shall have been
duly authorized to so execute by all requisite corporate action. The validity
and enforceability of the Guarantee shall not be affected by the fact that it is
not affixed to any particular Note.
Section 4. To further evidence the Guarantee set forth in Section 12.01
of the Indenture, Crystal Springs Drinking Water hereby agrees that a notation
of such Guarantee, substantially in the form of Exhibit A hereto, shall be
endorsed on each Note authenticated and delivered by the Trustee. Such Guarantee
shall be executed on behalf of Crystal Springs Drinking Water by either manual
or facsimile signature of two Officers of Crystal Springs Drinking Water, each
of whom, in each case, shall have been duly authorized to so execute by all
requisite corporate action. The validity and enforceability of the Guarantee
shall not be affected by the fact that it is not affixed to any particular Note.
Section 5. The terms and provisions contained in the Notes annexed to
the Indenture as Exhibit A and the Guarantee annexed hereto as Exhibit A, shall
constitute, and are hereby expressly made, a part of this First Supplemental
Indenture and, to the extent applicable, each of Crystal Springs and Crystal
Springs Drinking Water, by their respective execution and delivery of this First
Supplemental Indenture, expressly agrees to such terms and provisions and to be
bound thereby.
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 1. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this First
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made by Crystal Springs and Crystal Springs Drinking
Water solely. In general, each and every term and condition contained in the
Indenture shall apply to and form part of this First Supplemental Indenture with
the same force and effect as if the same were herein set forth in full with such
omissions, variations and insertions, if any, as may be appropriate to make the
same conform to the provisions of this First Supplemental Indenture.
Section 2. Nothing in this First Supplemental Indenture, express or
implied, is intended, or shall be construed, to confer upon, or to give to, any
person, firm, corporation or other entity, other than the parties hereto, the
parties to the Indenture and the Holders of the Notes outstanding under the
Indenture, any right, remedy or claim under or by reason of this First
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements in this First Supplemental Indenture contained by and on behalf of
Crystal Springs and Crystal Springs Drinking Water shall be for the sole and
exclusive benefit of the parties hereto, the parties to the Indenture and the
Holders of the Notes outstanding under the Indenture.
Section 3. This First Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
CRYSTAL SPRINGS OF SEATTLE, INC.
as Subsidiary Guarantor
By: /s/ Stephen L. Larson
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Stephen L. Larson
President and Treasurer
CRYSTAL SPRINGS DRINKING WATER, INC.
as Subsidiary Guarantor
By: /s/ Stephen L. Larson
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Stephen L. Larson
President and Treasurer
BANKERS TRUST COMPANY
as Trustee
By: /s/ Jason Krasilovsky
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Jason Krasilovsky
Assistant Secretary
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EXHIBIT A
FORM OF GUARANTY
For value received, each of the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other obligations of the Company under the
Indenture or the Notes, to the Holder of this Note and the Trustee, all in
accordance with and subject to the terms and limitations of this Note, Article
Twelve of the Indenture and this Guaranty. This Guaranty will become effective
in accordance with Article Twelve of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of any Guaranty shall not be
affected by the fact that it is not affixed to any particular Note.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of November 19, 1997, among SPARKLING
SPRING WATER GROUP LIMITED, a Nova Scotia corporation, as issuer (the
"Company"), each of the Subsidiary Guarantors named therein and Bankers Trust
Company, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture, dated as of February 1, 1998, by and among each of the undersigned
and the Trustee, and as it may be further amended or supplemented (the
"Indenture").
The obligations of each of the undersigned to the Holders of Notes and
to the Trustee pursuant to this Guaranty and the Indenture are expressly set
forth in Article Twelve of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guaranty and all of the other provisions
of the Indenture to which this Guaranty relates.
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. Each of the undersigned Subsidiary Guarantors hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guaranty.
This Guaranty is subject to release upon the terms set forth in the
Indenture.
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IN WITNESS WHEREOF, each Subsidiary Guarantor has caused its Guaranty
to be duly executed.
Date: February 1, 1998
CRYSTAL SPRINGS OF
SEATTLE, INC., as a Subsidiary
Guarantor
By: /s/ Stephen L. Larson
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Name: Stephen L. Larson
Title: President and Treasurer
CRYSTAL SPRINGS DRINKING
WATER, INC., as a Subsidiary
Guarantor
By: /s/ Stephen L. Larson
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Name: Stephen L. Larson
Title: President and Treasurer
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