Exhibit 4.1
FIRST SUPPLEMENTAL
INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE
(“ First Supplemental Indenture ”) is made this
21st day of August, 2009, among BRUNSWICK CORPORATION, a Delaware
corporation (the “ Company ”) and THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee (the
“ Trustee ”).
WHEREAS, the Company has issued its
5% Notes due 2011 in the original aggregate principal amount of
$150,000,000 (herein the “ Notes ”).
WHEREAS, the Notes were issued under
the Indenture dated as of March 15, 1987 between the Company
and the Trustee (the “ Indenture ”), and the
related officers’ certificate, dated as of May 26,
2004.
WHEREAS, pursuant to its offer to
purchase and consent solicitation statement dated August 10,
2009, (the “ Offer to Purchase ”) the Company
commenced a tender offer for any and all of the outstanding Notes
(the “ Tender Offer ”) and solicited the
consents of the holders of the Notes to the Proposed Amendments
(the “ Consent Solicitation ”).
WHEREAS, the approval of the holders
of at least 66 2 / 3
% in aggregate principal amount of
the Notes outstanding (not including any Notes owned by the
Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Company) is sufficient to amend the terms of the Indenture as set
forth herein.
WHEREAS, having received the
approval of the holders of at least 66 2 / 3
% in aggregate principal amount of
the Notes outstanding (not including any Notes owned by the
Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Company) pursuant to Section 11.02 of the Indenture, the
Company and the Trustee desire to amend the Indenture, as provided
hereinafter, solely with respect to the Notes.
WHEREAS, all things necessary to
make this First Supplemental Indenture the legal, valid and binding
obligation of the Company, upon its execution hereof, have been
done.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants and agreements contained
in this First Supplemental Indenture, the parties agree as follows
for the benefit of each other and for the equal and ratable benefit
of the Holders of the Notes:
1. Amendment of
Section 3.02 . Section 3.02 ( Notice of
Redemption; Selection of Securities ) is hereby amended as
follows: the number “30” in the first sentence of such
Section shall be deleted and replaced with the number
“5”.
2. Deletion of Certain
Provisions . Each of Sections 5.05 ( Limitation on Liens
), and 5.06 ( Sale and Leaseback Transactions ) of the
Indenture is hereby deleted in its entirety and replaced with
“Intentionally Omitted.” All references in the
Indenture to such sections shall also be deleted in their
entirety.
3. Amendment of
Section 12.01 . Section 12.01 ( Company May
Consolidate, etc., Only on Certain Terms ) is hereby deleted in
its entirety and replaced with the following:
Section 12.01. Company May
Consolidate, etc., Only on Certain Terms . The Company shall
not consolidate with or merge into any other corporation or sell,
transfer or lease its properties and assets substantially as an
entirety to any Person, nor may any other Person consolidate with
or merge into the Company, or sell, transfer or lease its
properties and assets substantially as an entirety to the Company,
unless:
(a) the Person (if other than the
Company) formed by or resulting from any such consolidation or
merger, or the Person which shall have purchased or received the
transfer of, or which leases, the properties and assets of the
Company substantially as an entirety, shall be a corporation
organized and existing under the laws of the United States of
America or any State or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of, premium, if any, and
interest on all the Debentures and the performance and observance
of
