EXHIBIT 4.2


 



FIRST SUPPLEMENTAL INDENTURE


First Supplemental Indenture (this "Supplemental Indenture"), dated as of December 1, 2015, among Platform Specialty Products Corporation ("Platform"), each of the subsidiaries of Platform identified as a "Guaranteeing Subsidiary" on the signature page of this Supplemental Indenture (the "Guaranteeing Subsidiaries") and Computershare Trust Company, N.A., as trustee under the Indenture referred to below (the "Trustee").


W I T N E S S E T H


WHEREAS, PSPC Escrow II Corp., a Delaware corporation (the "Escrow Issuer"), has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of November 10, 2015, providing for the Escrow Issuer's issuance of 10.375% Senior Notes due 2021, initially in the aggregate principal amount of $500,000,000 (the "Notes");


WHEREAS, Section 4.18 of the Indenture provides that following satisfaction of the Escrow Conditions, the Escrow Issuer will merge with and into Platform, with Platform surviving, and Platform and the Guaranteeing Subsidiaries will execute a supplemental indenture to assume all of the Escrow Issuer's obligations and rights under the Indenture and the Guaranteeing Subsidiaries will become Guarantors under the Indenture;


WHEREAS, on the date hereof, the Escrow Issuer is merging with and into Platform with Platform being the surviving Person of such merger (the "Merger"); and


WHEREAS, pursuant to Section 9.01 of the Indenture, each of Platform, the Guaranteeing Subsidiaries and the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders.


NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, Platform, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


1.            Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


2.            Assumption of Obligations.  Effective upon consummation of the Merger, Platform, pursuant to Article 5 of the Indenture, hereby expressly assumes and agrees to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Escrow Issuer under the Indenture and the Notes. Platform hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes and agrees that it shall be a Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Escrow Issuer under the Indenture and the Notes.


3.            Certain Defined Terms.


(a)            The definition of the term "Company" in (i) Section 1.01 of the Indenture and (ii) in the Notes, is hereby amended and restated in its entirety to read:


"Company" means Platform Specialty Products Corporation, a Delaware corporation.


 



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All references in the Indenture to the "Company" or "Platform" shall refer to Platform.


 


(b)            The definition of the term "Officer" in Section 1.01 of the Indenture is hereby amended and restated in its entirety to read:


"Officer" means the Chairman of the board of directors, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, any Executive Vice President, Senior Vice President or Vice President, member, director, manager, partner, Treasurer or Secretary of the Company or a Guarantor.


4.            Agreement of the Initial Guarantors to Guarantee.  Each of the Guaranteeing Subsidiaries hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture, including, but not limited to, Article 10 thereof.


5.            No Recourse Against Others.  No past, present, or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, or any of their direct or indirect parent companies, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.


6.            Execution and Delivery.  Each of the Guaranteeing Subsidiaries agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.


7.            NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE PARTIES HERETO AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS, LIABILITIES OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING FOR ITSELF AND IN RESPECT OF ITS PROPERTIES, ASSETS AND REVENUES.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.


8.            Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be deemed an original, but all of them together represent the same agreement.


9.            Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.


 



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10.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by Platform and the Guaranteeing Subsidiaries.


11.            CUSIP Numbers.  The Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.  In a reasonable time following the execution and delivery of this Supplemental Indenture, the Company (i) will provide new CUSIP numbers, (ii) if required by the Depositary, will issue and duly execute new Notes which are printed with such new CUSIP numbers in accordance with the terms of the Indenture in exchange for the existing Notes, (iii) if new Note are issued in accordance with clause (ii), will direct the Trustee to authenticate such new Notes in accordance with the terms of the Indenture and to provide such new CUSIP numbers to the Depositary, and will direct the Trustee to cancel the existing Notes and (v) will otherwise comply with the requirements of the Depositary.


[Signature pages follow]


 



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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.



Dated:  December 1, 2015






	
 

	 	 	 
	 	
PLATFORM SPECIALTY PRODUCTS CORPORATION

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Sanjiv Khattri

	 
	 	
Name:

	
Sanjiv Khattri

	 
	 	
Title:

	
Executive Vice President and 


Chief Financial Officer

	 
	 	 	 	 





 


 



	 	
MACDERMID, INCORPORATED

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
Chief Operating Officer and Senior Vice President

	 
	 	 	 	 




 



	 	
MACDERMID HOLDINGS, LLC

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
Director

	 



 







	 	
PLATFORM DELAWARE HOLDINGS, INC.

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
Chief Financial Officer and Secretary

	 




 











 





	 	
DYNACIRCUITS, LLC

	 
	 	 	 	 
	 	
By:

	
MacDermid, Incorporated, its member

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
Chief Operating Officer and Senior Vice President

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
Echo International, Inc., its member

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
President

	 
	 	 	 	 
	 	 	 	 
	 	
MACDERMID INTERNATIONAL PARTNERS

	 
	 	 	 	 
	 	
By:

	
MacDermid, Incorporated, its partner

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
Chief Operating Officer and Senior Vice President

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
MacDermid Overseas Asia Limited, its partner

	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
President

	 












	 	
W. CANNING LTD.

	 
	 	 	 	 
	 	
By:

	
MacDermid Houston, Inc., its General Partner

	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
President

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
MacDermid Texas, Inc., its Limited Partner

	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
President

	 





 















 


	 	
AUTOTYPE HOLDINGS (USA) INC.



BAYPORT CHEMICAL SERVICE, INC.





CANNING GUMM, LLC





ECHO INTERNATIONAL, INC.



MACDERMID ACUMEN, INC.



MACDERMID ANION, INC.





MACDERMID AUTOTYPE INCORPORATED





MACDERMID BRAZIL, INC.





MACDERMID GROUP, INC.





MACDERMID HOUSTON, INC.





MACDERMID INTERNATIONAL INVESTMENTS, LLC





MACDERMID INVESTMENT CORP.



MACDERMID OFFSHORE SOLUTIONS, LLC





MACDERMID OVERSEAS ASIA LIMITED





MACDERMID PRINTING SOLUTIONS ACUMEN, INC.





MACDERMID PRINTING SOLUTIONS, LLC





MACDERMID PUBLICATION & COATING PLATES, LLC



MACDERMID SOUTH AMERICA, INCORPORATED





MACDERMID SOUTH ATLANTIC, INCORPORATED





MACDERMID TEXAS, INC.





MACDERMID US HOLDINGS, LLC






MRD ACQUISITION CORP.



NAPP PRINTING PLATE DISTRIBUTION, INC.




NAPP SYSTEMS INC



SPECIALTY POLYMERS, INC.





W. CANNING INC.







W. CANNING USA, LLC







	
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
President

	 
	 	 	 	 





 














 


	 	
DUTCH AGRICULTURAL INVESTMENT PARTNERS LLC


MACDERMID AGRICULTURAL SOLUTIONS, INC.


MACDERMID MAS LLC

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Todd Zagorec

	 
	 	
Name:

	
Todd Zagorec

	 
	 	
Title:

	
Secretary

	 
	 	 	 	 









 











 





 


	 	
VERNON-ROCKVILLE VENTURE, LLC

	 
	 	 	 	 
	 	
By:

	
Rockville Venture LLC, its sole member

	 
	 	 	 	 
	 	
By:

	
MacDermid, Incorporated, its sole member

	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
Chief Operating Officer and Senior Vice President

	 





 





	 	
ROCKVILLE VENTURE LLC

	 
	 	 	 	 
	 	
By:

	
MacDermid, Incorporated, its sole member

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Frank J. Monteiro

	 
	 	
Name:

	
Frank J. Monteiro

	 
	 	
Title:

	
Chief Operating Officer and Senior Vice President

	 



 











 









	 	
ARYSTA LIFESCIENCE AMERICA INC.

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Toyokazu Matsumoto

	 
	 	
Name:

	
Toyokazu Matsumoto

	 
	 	
Title:

	
Director

	 
	 	 	 	 
	 	 	 	 
	 	
ARYSTA LIFESCIENCE MANAGEMENT COMPANY, LLC

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Todd Zagorec

	 
	 	
Name:

	
Todd Zagorec

	 
	 	
Title:

	

Director



	 
	 	 	 	 
	 	 	 	 
	 	
ARYSTA LIFESCIENCE NA HOLDING LLC

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
Arysta LifeScience Japan Holdings Godo Kaisha, its sole member

	 
	 	 	 	 
	 	
By:

	
MacDermid Agricultural Solutions Inc., its managing member

	 
	 	 	 	 
	 	
By:

	
/s/ Todd Zagorec

	 
	 	
Name:

	
Todd Zagorec

	 
	 	
Title:

	
Secretary

	 
	 	 	 	 
	 	 	 	 
	 	
ARYSTA LIFESCIENCE NORTH AMERICA, LLC

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	
/s/ Nicole Kroner

	 
	 	
Name:

	
Nicole Kroner

	 
	 	
Title:

	
Manager

	 





















 









	 	
COMPUTERSHARE TRUST COMOPANY, N.A., as Trustee

	 
	 	 	 	 
	 	 	 	 
	 	
By:

	/s/ John M. Wahl	 
	 	
Name:

	John M. Wahl 	 
	 	
Title:

	Corporatate Trust Officer