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
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SECOND SUPPLEMENTAL INDENTURE
Dated as of March 4, 1997
to
INDENTURE
Dated as of May 14, 1993
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13% Senior Subordinated Notes Due May 31, 1998
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE dated as of March 4, 1997, 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 Second 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 (as amended by the First Supplemental
Indenture dated November 13, 1996, 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 Second Supplemental Indenture as a valid
and binding agreement for the uses and purposes set forth herein, in accordance
with its terms, have been done and taken, and the execution and delivery of this
Second 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) Section 4.09(b) of the Indenture is hereby amended by adding the
following paragraph (6):
"(6) the Company or any such Subsidiary from purchasing, redeeming or
otherwise acquiring or retiring for value, in one or more related or
unrelated transactions in compliance with applicable rules and regulations
of the Thailand Stock Exchange, Capital Stock of Essex International
Company Limited that the Company and its Subsidiaries do not own so long as
the aggregate cash consideration paid by the Company and its Subsidiaries
in connection with such purchase, redemption, acquisition or retirement
does not exceed $3.5 million.
(2) The Trustee accepts the amendment of the Indenture effected by this
Second 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 Issuer and the
Guarantors.
(3) This Second Supplemental Indenture shall become valid, binding and
effective upon its execution by the Issuer, the Guarantors and the Trustee.
(4) 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 Trustee
under Section 7.07 of the Indenture.
(5) This Second 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.
(6) This Second 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.
(7) The laws of the State of New York shall govern this Second Supplemental
Indenture without regard to principles of conflicts of law.
(8) Nothing contained in this Second 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 Second Supplemental Indenture, and all such rights, remedies,
claims and privileges are hereby expressly preserved.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
TOWN & COUNTRY CORPORATION
By: /s/ William Schawbel
_____________________________
Name: William Schawbel
Title: Interim President
TOWN & COUNTRY FINE JEWELRY GROUP, INC.
By: /s/ William Schawbel
_____________________________
Name: William Schawbel
Title: Interim President
L.G. BALFOUR COMPANY, INC.
By: /s/ William Schawbel
_____________________________
Name: William Schawbel
Title: Interim President
GOLD LANCE, INC.
By: /s/ Richard E. Floor
_____________________________
Name: Richard E. Floor
Title: Clerk
FLEET NATIONAL BANK (as successor
to Shawmut Bank, N.A.), as Trustee
By: /s/ Lee MacDonald
_____________________________
Name: Lee MacDonald
Title: Vice President