1
Exhibit 4.5
SCOVILL FASTENERS INC.,
as Issuer
and
SCOVILL HOLDINGS INC.,
as Guarantor
$100,000,000
11 1/4 % Senior Notes due 2007
Third Supplemental Indenture
Dated as of August 3, 2001
United States Trust Company of New York, Trustee
2
THIRD SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of August 3, 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"). "Third
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, and the Second Supplemental Indenture, dated as of June 20, 2001
(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, Holdings and Fasteners desire to refinance certain
indebtedness evidenced by Fasteners' outstanding Notes; and
WHEREAS, certain holders of such outstanding Notes have agreed to
exchange (the "Exchange") such Notes for (i) common stock, par value $0.01 per
share of Fasteners (the "Common Stock"); (ii) new 14% Subordinated Pay-in-Kind
Bonds due 2013 (the "New Bonds") in accordance with the terms of that certain
Exchange Agreement (the "Exchange Agreement"), dated as of August 3, 2001, by
and among Holdings, Fasteners, Saratoga Partners III, L.P. ("Saratoga L.P."),
Saratoga Partners III, C.V. (together with Saratoga L.P., "Saratoga"), Saratoga
Management Company, LLC ("Saratoga Management Company") and the noteholders
named in Exhibit A to the Exchange Agreement (the "Holders"); and (iii) in
connection with the issuance of the New Notes, Fasteners and Wilmington Trust
Company, as trustee, shall enter into that certain Indenture, dated as of August
3, 2001 (the "New Indenture"); and
WHEREAS, Section 902 of the Indenture provides that with the consent of
the Holders of not less than a majority in principal amount of the outstanding
Notes (and with respect to Section 1019 of the Indenture, 75% of the aggregate
principal amount of the outstanding Notes), the Company and the Trustee may
enter into a supplemental indenture for the purpose of changing in any manner or
eliminating certain provisions of the Indenture or of modifying in any manner
certain rights of the Holders under the Indenture; and
WHEREAS, in accordance with the terms of the Indenture, the Holder of
the Notes, The Depository Trust Company ("DTC"), must deliver its written
consent to the Third Supplemental Indenture before it may be entered into by
Fasteners, Holdings and the Trustee ; and
WHEREAS, prior to DTC providing such written consent, it is necessary
for the beneficial holders of not less than a majority in principal amount of
the outstanding Notes, and with respect to the modification of Section 1019 of
the Indenture, 75% of the aggregate principal amount of the outstanding Notes,
to give their irrevocable consent to DTC, and upon the receipt of such consents,
Fasteners, Holdings and Trustee will execute the Third Supplemental Indenture;
and
3
WHEREAS, the requisite consent has been provided by the beneficial
holders of the requisite principal amounts of Notes and DTC has delivered its
written consent to the Third Supplemental Indenture; and
WHEREAS, in accordance with Section 902 Fasteners and the Trustee
desire to amend certain terms of the Indenture as described below; and
WHEREAS, all conditions and requirements necessary to make this Third
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 Third Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture,
and the Trustee has determined that this Third 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 beneficial holders of the Notes, as follows:
ARTICLE I
CERTAIN TERMS DEFINED IN THE INDENTURE
Section 1.01. All capitalized used herein without definition herein
shall have the meanings ascribed thereto in the Indenture.
ARTICLE II
AMENDMENTS TO THE INDENTURE
Section 2.01. Subject to Section 3.01 hereof, the Indenture is hereby
amended as follows:
Upon the consummation of the Exchange of the Notes as provided for in
the Exchange Agreement, Sections 501(3), 501(5), 501(6), 501(7), 801, 802, 1004,
1005, 1006, 1007, 1009, 1011, 1012, 1013, 1014, 1015, 1016, 1017, 1018, 1019 and
all references to such Sections shall be deleted in their entirety and be of no
further force and effect.
ARTICLE III
MISCELLANEOUS PROVISIONS
2
4
Section 3.01. Indenture. Except as amended by this Third 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 Third Supplemental
Indenture. The Trustee makes no representation as to the validity or sufficiency
of this Supplemental Indenture.
Section 3.03. Effectiveness. This Third Supplemental Indenture shall
become effective as of the date first written above.
Section 3.04. Governing Law. The laws of the State of New York shall
govern this Third Supplemental Indenture.
Section 3.05. Successors and Assigns. All agreements of Holdings and
Fasteners in this Third Supplemental Indenture and the Notes shall bind their
successors and all agreements of the Trustee in this Third Supplemental
Indenture shall bind its successors.
Section 3.06 Duplicate Originals. The parties may sign any number of
copies of this Third Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
[Signatures on the Following Page.]
3
5
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 and Chief Executive
Officer
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
4