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EXHIBIT 4.3
FIRST SUPPLEMENTAL INDENTURE, dated as of February 27, 1998, between
TRANS-RESOURCES, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), and REGIONS BANK (formerly known as First
Alabama Bank), an Alabama corporation, as trustee (the "Trustee"), under an
indenture dated as of March 30, 1993 (the "Indenture"). Capitalized terms used
herein without definition have the meanings assigned to them in the Indenture.
WHEREAS, the Company and the Trustee have heretofore executed the
Indenture, pursuant to which $115,000,000 aggregate principal amount of the
Company's 117/8% Senior Subordinated Notes due 2002 (the "Notes") were issued
and are outstanding; and
WHEREAS, the Company wishes to amend the Indenture in order to eliminate
substantially all of the restrictive covenants and certain events of default
contained in the Indenture (the "Amendments"); and
WHEREAS, pursuant to Section 9.02 of the Indenture, the Company and the
Trustee may amend the Indenture (except as to certain matters not here relevant)
with the written consent of the Holders of more than 662/3% of the principal
amount of the Notes then outstanding; and
WHEREAS, in accordance with the provisions of Section 9.02 of the
Indenture, the Holders of more than 662/3% of the principal amount of the
outstanding Notes have delivered to the Trustee their written consent to the
Amendments;
NOW, THEREFORE, each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Notes:
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ARTICLE 1
Amendment of Indenture
Section 1.01. The text of Section 4.02 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.02. The text of Section 4.03 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.03. The text of Section 4.04 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.04. The text of Section 4.05 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.05. The text of Section 4.06 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.06. The text of Section 4.08 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
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Section 1.07. The text of Section 4.09 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.08. The text of Section 4.18 of the Indenture is hereby deleted
in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.09. The text of clause (3) of Section 6.01 of the Indenture is
hereby deleted in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.10. The text of clause (6) of Section 6.01 of the Indenture is
hereby deleted in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.11. The text of clause (7) of Section 6.01 of the Indenture is
hereby deleted in its entirety, and there is substituted therefor the following:
"[Intentionally Omitted]"
Section 1.12. All references in the Indenture (including, without
limitation, in (a) the definition of "Unrestricted Subsidiaries" in Section 1.01
of the Indenture and (b) Section 5.01 of the Indenture) to the herein
above-referenced covenants and events of default are hereby deleted.
Section 1.13. The definitions of "Change of Control," "Consolidated Net
Income," "Consolidated Operating Cash Flow," "Consolidated Operating Cash Flow
Ratio," "Investment," "Material Asset," "Net Book Value," "Non-Current Tangible
Assets," "Payment Restriction,"
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"Permitted Indebtedness,""Redeemable Stock" and "Transaction Date" in Section
1.01 of the Indenture are hereby deleted in their entirety.
ARTICLE 2
Acceptance by Trustee
Section 2.01. The Trustee hereby accepts this First Supplemental Indenture
and the modifications of the trust effected hereby, but only on the terms and
conditions set forth herein and in the Indenture. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the
validity or adequacy of this First Supplemental Indenture.
ARTICLE 3
Miscellaneous
Section 3.01. Except as expressly modified hereby, the Indenture is in all
respects hereby ratified and confirmed, and the respective rights, limitations,
powers, duties and immunities of the parties to the Indenture and the Holders of
the Notes shall continue to be determined, exercised and enforced under the
Indenture; provided, however, that the terms and conditions of this First
Supplemental Indenture shall be and be deemed to be part of the terms and
conditions of the Indenture for any and all purposes.
Section 3.02. This First Supplemental Indenture shall not take effect and
not become operative unless and until the Trustee receives written notice from
the Company that the Company has accepted for purchase, pursuant to the Offer to
Purchase and Consent Solicitation Statement of the Company, dated February 12,
1998 (as the same may be amended, the "Statement"), all Notes validly tendered
(and not withdrawn) prior to the Tender Offer Expiration Date (as defined in the
Statement).
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Section 3.03. This First Supplemental Indenture may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts shall together constitute
but one and the same instrument. From and after the effectiveness hereof, any
reference to the Indenture shall be deemed a reference to the Indenture as
amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the date first written above.
TRANS-RESOURCES, INC.
By:/s/ Lester W. Youner
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(Seal)
Attest: /s/ Edward Klimerman
REGIONS BANK, as Trustee
By:/s/ Jo Ann Trapp
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(Seal)
Attest: /s/ Robert B. Rinehart
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