SUPPLEMENTAL INDENTURE dated as of December 17, 2012 among SPECTRUM BRANDS, INC., The Guarantors Party Hereto and U.S. BANK NATIONALASSOCIATION, as Trustee 6.375% SeniorNotes Due 2020 and 6.625%Senior Notes due 2022
Exhibit 4.4
Execution Copy
SUPPLEMENTAL INDENTURE
dated as of December 17, 2012
among
SPECTRUM BRANDS, INC.,
The Guarantors Party Hereto
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
6.375% Senior Notes Due 2020
and
6.625% Senior Notes due 2022
THIS SUPPLEMENTAL.INDENTURE (this Supplemental Indenture), is entered into as of December 17, 2012, among Spectrum Brands, Inc., a Delaware corporation (the Company), the entities listed in Schedule I (each an Guarantors), and U.S. Bank National Association, as trustee (the Trustee).
RECITALS
WHEREAS, Spectrum Brands Escrow Corp., a Delaware corporation (the Escrow Issuer) and the Trustee entered into an Indenture, dated as of November 16, 2012 (the Indenture), providing for the issuance of the Escrow Issuers $520,000,000 aggregate principal amount of 6.375% Senior Notes due 2020 (the 2020 Notes) and $570,000,000 aggregate principal amount of the 6.625% Senior Notes due 2022 (the 2022 Notes and, together with the 2020 Notes, the Notes);
WHEREAS, Section 13.01 of the Indenture provides that the Company may execute and deliver to the Trustee a supplemental indenture pursuant to which the Company shall unconditionally assume all the Escrow Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth herein;
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any existing or newly acquired or created Domestic Subsidiaries to provide irrevocably and unconditionally guarantees, jointly and severally, on an unsubordinated basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note of each series, and the full and punctual payment of all other amounts payable by the Company under the Indenture; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company is authorized to execute and deliver this Supplemental Indenture.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Company hereby agrees to unconditionally assume the Escrow Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 13 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of the Company under the Indenture.
Section 3. Each Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 6. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
Section 7. In accordance with Section 13.01(b) of the Indenture, all Obligations of the Escrow Issuer under the Notes and the Indenture shall be automatically released, satisfied and discharged without any further action on the part of the Escrow Issuer or the Trustee.
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.
SPECTRUM BRANDS, INC. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, Secretary and General Counsel |
[Signature Page to Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Connie Jaco | |
Name: Connie Jaco | ||
Title: AVP |
[Signature Page to the Supplemental Indenture to the Indenture dated November 16, 2012]
SB/RH HOLDINGS, LLC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, Secretary and General Counsel | ||
APN HOLDING COMPANY, INC. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, Secretary and General Counsel | ||
APPLICA CONSUMER PRODUCTS, INC. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, Secretary and General Counsel | ||
APPLICA MEXICO HOLDINGS, INC. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, Secretary and General Counsel |
[Signature Page to Supplemental Indenture]
DB ONLINE, LLC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President and Secretary | ||
HP DELAWARE, INC. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, General Counsel and Corporate Secretary | ||
HPG LLC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, General Counsel and Corporate Secretary |
[Signature Page to Supplemental Indenture]
ROV HOLDING, INC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President and Secretary | ||
ROVCAL, INC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Secretary | ||
SCHULTZ COMPANY | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President | ||
SPECTRUM NEPTUNE U.S. HOLDCO CORP. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President and Secretary |
[Signature Page to Supplemental Indenture]
TOASTMASTER, INC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, General Counsel and Corporate Secretary | ||
UNITED INDUSTRIES CORP. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President and Assistant Secretary | ||
UNITED PET GROUP, INC. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President and Secretary |
[Signature Page to Supplemental Indenture]
WEISER LOCK CORP. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President & Secretary | ||
By: | /s/ John Beattie | |
Name: John Beattie | ||
Title: Vice President & Treasurer | ||
KWIKSET CORP. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President & Secretary | ||
By: | /s/ John Beattie | |
Name: John Beattie | ||
Title: Vice President & Treasurer | ||
BALDWIN HARDWARE CORP. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President & Secretary | ||
By: | /s/ John Beattie | |
Name: John Beattie | ||
Title: Vice President & Treasurer |
[Signature Page to Supplemental Indenture]
PRICE PFISTER, INC. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President & Secretary | ||
NATIONAL MANUFACTURING MEXICO A, LLC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, General Counsel and Secretary | ||
NATIONAL MANUFACTURING MEXICO B, LLC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, General Counsel and Secretary | ||
NATIONAL MANUFACTURING Co. | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Vice President, General Counsel and Secretary | ||
ROV INTERNATIONAL HOLDINGS LLC | ||
By: | /s/ Nathan E. Fagre | |
Name: Nathan E. Fagre | ||
Title: Secretary |
[Signature Page to Supplemental Indenture]
Schedule I
Name of Company | Jurisdiction of Incorporation | ||||
1. APN Holding Company, Inc. | DE | ||||
2. Applica Consumer Products, Inc. | FL | ||||
3. Applica Mexico Holdings, Inc. | DE | ||||
4. Baldwin Hardware Corporation | PA | ||||
5. HP Delaware, Inc. | DE | ||||
6. Kwikset Corporation | DE | ||||
7. National Manufacturing Co. | IL | ||||
8. Price Pfiser, Inc. | DE | ||||
9. ROV Holding, Inc. | DE | ||||
10. ROVCAL, Inc. | WI | ||||
11. Schultz Company | MO | ||||
12. Spectrum Neptune US Holdco Corporation | DE | ||||
13. Toastmaster Inc. | MO | ||||
14. United Industries Corporation | DE | ||||
15. United Pet Group, Inc. | DE | ||||
16. Weiser Lock Corporation | CA | ||||
17. HPG LLC | DE | ||||
18. National Manufacturing Mexico A LLC | DE | ||||
19. National Manufacturing Mexico B LLC | DE | ||||
20. ROV International Holdings LLC | DE | ||||
21. DB Online, LLC | HI | ||||
22. SB/RH Holdings, LLC | DE |
[Signature Page to Supplemental Indenture]