Second Supplemental Indenture to 11.25% Senior Notes Due 2007—Scovill Fasteners Inc., Scovill Holdings Inc., and United States Trust Company of New York

Summary

This agreement is a Second Supplemental Indenture dated June 20, 2001, between Scovill Fasteners Inc., Scovill Holdings Inc., and United States Trust Company of New York as trustee. It amends a previous indenture related to $100 million in 11.25% Senior Notes due 2007 by correcting a cross-reference error. The amendment is effective immediately, and all other terms of the original indenture remain unchanged. The agreement is governed by New York law and binds the parties and their successors.

EX-4.4 7 y52359ex4-4.txt SECOND SUPPLEMENTAL INDENTURE 1 Exhibit 4.4 ================================================================================ SCOVILL FASTENERS INC., as Issuer and SCOVILL HOLDINGS INC., as Guarantor $100,000,000 11 1/4% Senior Notes due 2007 -------------------- Second Supplemental Indenture Dated as of June 20,2001 -------------------- United States Trust Company of New York, Trustee ================================================================================ 2 SECOND SUPPLEMENTAL INDENTURE dated as of June 20, 2001, among Scovill Fasteners Inc., a Delaware corporation ("Fasteners"), Scovill Holdings Inc., a Delaware corporation ("Holdings"), and United States Trust Company of New York, as trustee (the "Trustee"). "Second Supplemental Indenture" or this "Supplemental Indenture" means this instrument as originally executed or, if amended or supplemented pursuant to the applicable provisions of the Indenture, as amended or supplemented. WHEREAS, Scovill Acquisition Inc., the predecessor of Fasteners (the "Issuer"), Holdings and the Trustee entered into an Indenture dated as of November 26, 1997, as amended by the First Supplemental Indenture dated as of March 13, 1998 (the "Indenture") pursuant to which $100 million aggregate principal amount of the Issuer's 11 1/4% Senior Notes due 2007 (the "Notes") were issued; and WHEREAS, Section 901(7) of the Indenture provides that the Indenture may be amended, without the consent of the holders of the Notes, to cure any ambiguity, defect or inconsistency; and WHEREAS, the Indenture contains an incorrect cross-reference, a defect which creates both ambiguity and inconsistency in the Indenture as it currently exists; and WHEREAS, all conditions and requirements necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto; and WHEREAS, the entry into this Second Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture, and the Trustee has determined that this Second Supplemental Indenture is in form satisfactory to it; NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the holders of the Notes, as follows: ARTICLE I MODIFICATION Section 1.01. Section 902(4) of the Indenture is hereby amended by deleting the reference to "1019" in the first line thereof and replacing it with "1020." 3 -2- ARTICLE II EFFECTIVE TIME Section 2.01. This Second Supplemental Indenture shall become effective immediately and without any further action by any person. ARTICLE III MISCELLANEOUS PROVISIONS Section 3.01. Indenture. As amended by this Second Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect. Section 3.02. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of Fasteners and Holdings, and the Trustee assumes no responsibility for their correctness, except for the recital indicating the Trustee's approval of the form of this Second Supplemental Indenture. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. Section 3.03. Governing Law. The laws of the State of New York shall govern this Second Supplemental Indenture. Section 3.04. Successors and Assigns. All agreement of Fasteners in this Second Supplemental Indenture and the Notes shall bind its successors and all agreements of the Trustee in this Second Supplemental Indenture shall bind its successors. Section 3.05. Duplicate Originals. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 4 IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first above written. SCOVILL FASTENERS INC. By: /s/ John H. Champagne ------------------------------- Name: John H. Champagne Title: President SCOVILL HOLDINGS INC. By: /s/ John H. Champagne ------------------------------- Name: John H. Champagne Title: President UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE By: /s/ James E. Logan ------------------------------- Name: James E. Logan Title: Vice President