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Title: |
First Supplemental Indenture |
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Date: |
2001 |
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Preview shows 6KB of 25KB total |
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$39 |
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ID: |
#1767165 |
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FIRST SUPPLEMENTAL INDENTURE
TO
INDENTURE
DATED AS OF OCTOBER 15, 1996
$100,000,000
9 3/8% SENIOR NOTES DUE 2006, SERIES A
9 3/8% SENIOR NOTES DUE 2006, SERIES B
This FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), is
entered into as of April 18, 2001, by and among FiberMark, Inc., a Delaware
corporation (f/k/a Specialty Paperboard, Inc.) (the "Company"); FiberMark
Durable Specialties, Inc., a Delaware corporation (successor in interest to
Specialty Paperboard/Endura, Inc.), and FiberMark Filter and Technical Products,
Inc., a Delaware corporation (successor in interest to CPG Acquisition Company)
(each an "Original Guarantor" and collectively, the "Original Guarantors");
FiberMark DSI, Inc., a New York corporation (the "Additional Guarantor" and,
together with the Original Guarantors, the "Guarantors"); and Wilmington Trust
Company, a Delaware banking corporation, as Trustee (the "Trustee").
All capitalized terms used but not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, the Company, the Original Guarantors, and the Trustee
heretofore entered into an indenture, dated as of October 15, 1996 (the
"Indenture"), providing for the issue of 9 3/8% Senior Notes due 2006, Series A,
and 9 3/8% Senior Notes due 2006, Series B, in exchange for the 9 3/8% Senior
Notes due 2006, Series A, pursuant to the Registration Rights Agreement;
{PAGE}
WHEREAS, each of the Original Guarantors have executed and delivered to
the Trustee the Indenture to provide for their unconditional guarantee, on a
senior basis jointly and severally, to each Holder of a Security authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
the Securities or the Obligations of the Company under the Indenture or under
the Securities;
WHEREAS, the Company issued, pursuant to the Indenture, 9 3/8% Senior
Notes due 2006, Series A, and 9 3/8% Senior Notes due 2006, Series B, in
exchange for the 9 3/8% Senior Notes due 2006, Series A, pursuant to the
Registration Rights Agreement;
WHEREAS, the Additional Guarantor is a domestic Restricted Subsidiary
of the Company having total consolidated assets with a book value in excess of
$1,000,000;
WHEREAS, Section 4.21 of the Indenture requires that the Additional
Guarantor (i) execute and deliver to the Trustee a supplemental indenture in
form reasonably satisfactory to the Trustee pursuant to which the Additional
Guarantor shall unconditionally guarantee all of the Company's obligations under
the Securities and the Indenture on the terms set forth in Article Eleven of the
Indenture; and (ii) deliver to the Trustee an Opinion of Counsel that such
supplemental indenture has been duly authorized, executed, and delivered by the
Additional Guarantor and constitutes a legal, valid, binding, and enforceable
obligation of the Additional Guarantor;
WHEREAS, the Trustee is indemnified pursuant to Section 7.07 of the
Indenture in connection with the Trustee's execution of the Supplemental
Indenture;
WHEREAS, Section 9.01 of the Indenture permits the Company, the
Guarantors, and the Trustee, together, to supplement the Indenture without
notice to or consent of any Securityholder, in order to add a Guarantor pursuant
to the terms of the Indenture, provided that
2
{PAGE}
the Company delivers to the Trustee an Opinion of Counsel and an Officers'
Certificate, each stating that such supplement complies with the provisions of
Section 9.01;
WHEREAS, the Company desires and has requested the Trustee to join in
the execution and delivery of this Supplemental Indenture for the purpose of
supplementing the Indenture in certain respects as set forth in this
Supplemental Indenture;
WHEREAS, such request was accompanied by an Opinion of Counsel and an
Officers' Certificate as required by, and in accordance with, Sections 4.21,
9.01, 9.03, 9.06, 12.04, and 12.05 of the Indenture; and
WHEREAS, Section 9.06 of the Indenture directs the Trustee to execute
any supplement authorized pursuant to Article 9 of the Indenture;
WHEREAS, all things necessary to make this Supplemental Indenture a
valid supplement to the Indenture have been done:
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Original Guarantors, the Additional Guarantor,
and the Trustee mutually covenant and agree, for the equal and proportionate
benefit of the respective Securityholders, as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein but not otherwise
defined shall have the meanings assigned to them in the Indenture.
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