1
EXHIBIT 4.1
================================================================================
BGLS Inc.,
COMPANY
BGLS HOLDING INC.
SUCCESSOR
and
STATE STREET BANK AND TRUST COMPANY,
TRUSTEE
--------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 30, 1999
to
INDENTURE
Dated as of January 1, 1996
--------------------------------
$232,869,000
15.75% Series A Senior Secured Notes due 2001
15.75% Series B Senior Secured Notes due 2001
================================================================================
2
FIRST SUPPLEMENTAL INDENTURE dated as of September 30, 1999 among BGLS
Holding Inc., a Delaware corporation (the "Successor") and the transferee of
assets of BGLS Inc., a Delaware corporation (the "Company"), and State Street
Bank and Trust Company, as successor to Fleet National Bank of Massachusetts, as
successor Trustee (the "Trustee"). Capitalized terms not otherwise defined
herein shall have the respective meanings specified in the Indenture (as
hereinafter defined).
RECITALS
WHEREAS, the Company and the Trustee have entered into the Indenture
dated as of January 1, 1996 (as previously or hereafter amended and supplemented
from time to time, and including the Exhibits thereto, the "Indenture"),
relating to the Company's 15.75% Series A Senior Secured Notes due 2001 and
15.75% Series B Senior Secured Notes due 2001; and
WHEREAS, contemporaneously with the execution of this Supplemental
Indenture, the Successor, a person controlled by Bennett S. LeBow, has acquired
by sale substantially all of the assets of the Company other than the Equity
Interests of Liggett; and
WHEREAS, Article Six of the Indenture permits such Disposition of
Assets, subject to the fulfillment of certain conditions, including the
assumption by the Successor of the obligations of the Company under the
Securities and the Indenture; and
WHEREAS, Article Six provides for the release of the Company from its
obligations under the Securities and the Indenture upon the assumption of such
obligations by a successor; and
WHEREAS, the Successor, the Company and the Trustee desire to enter
into this Supplemental Indenture to effect such assumptions and release; and
WHEREAS, Section 10.01(2) of the Indenture permits the amendment and
supplementation of the Securities and the Indenture without notice to or consent
of any Securityholder to comply with Article Six of the Indenture;
NOW, THEREFORE, the parties hereto agree as follows for the benefit of
each other party and for the equal and ratable benefit of the Holders:
SECTION 1. ASSUMPTION AND RELEASE.
The Successor hereby expressly assumes all the obligations of the
Company under the Securities and the Indenture. The Successor shall succeed to
and be substituted for and may exercise every right and power of the Company
with the same effect as if it had been named in the Securities and the Indenture
as the Company; all references in the Securities and the Indenture to the
Company shall be deemed to be references to the Successor. Upon such
3
-2-
assumption by the Successor of all of the obligations of the Company under the
Securities and the Indenture, the Company shall be released from such
obligations.
SECTION 2. GOVERNING LAW.
This 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 law.
SECTION 3. DUPLICATE ORIGINALS.
All parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
SECTION 4. SEVERABILITY.
In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and a
Holder shall have no claim therefor against any party hereto.
SECTION 5. EFFECTIVENESS.
This Supplemental Indenture shall become effective as of its date upon
its execution and delivery by each of the parties hereto.
SECTION 6. RATIFICATION.
This Supplemental Indenture is executed pursuant to Section 10.01(2) of
the Indenture, and the terms and conditions hereof shall be and shall be deemed
to be part of the terms and conditions of the Indenture for any and all
purposes. The Indenture, as supplemented by this Supplemental Indenture, is in
all respects hereby adopted, ratified and confirmed by the parties hereto.
SECTION 8. ACCEPTANCE OF TRUST.
The Trustee hereby accepts the trust in the Indenture declared and
provided, upon the terms and conditions set forth in the Indenture, as amended
by this Supplemental Indenture. The Trustee assumes no responsibility for the
correctness of the recitals herein and makes no representation and shall have no
responsibility as to the validity or the sufficiency of this Supplemental
Indenture or the due authorization and execution hereof by the Successor or the
Company.
4
-3-
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed, and their respective corporate seals to
be hereunto affixed and attested, all as of the date first above written.
BGLS Inc.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
[ Seal ]
Attest: /s/ Marc N. Bell
----------------------------
Secretary
BGLS HOLDING INC.
By: /s/ Richard J. Lampen
---------------------------------
Name: Richard J. Lampen
Title: Executive Vice President
[ Seal ]
Attest: /s/ Marc N. Bell
----------------------------
Secretary
STATE STREET BANK AND TRUST
COMPANY,
as successor Trustee
By: /s/ Alison Dellabella
---------------------------------
Name: Alison DellaBella
Title: Assistant Vice President
[ Seal ]
Attest: /s/
----------------------------
Secretary