Exhibit 4.2
RAYOVAC CORPORATION,
THE COMPANY
ROV HOLDING, INC.,
A GUARANTOR,
AND
MARINE MIDLAND BANK,
THE TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
Dated as of February 26, 1999
Supplemental to the Indenture dated as of October 22, 1996
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$65,000,000
10 1/4% Series B Senior Subordinated Notes due 2006
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FIRST SUPPLEMENTAL INDENTURE, dated as of February 26, 1999,
between Rayovac Corporation, a Wisconsin corporation (the "Company"), ROV
Holding, Inc., a Delaware corporation, (a "Guarantor"), and Marine Midland Bank,
as Trustee (the "Trustee"), under the Indenture dated as of October 22, 1996
(the "Indenture"), this First Supplemental Indenture being supplemental thereto.
RECITALS OF THE COMPANY
The Indenture was authorized, executed and delivered by the
Company to provide for the issuance, by the Company and the guarantee by ROV
Holding, Inc. of the Company's 10 1/4% Series B Senior Subordinated Notes Due
2006 (the "Notes").
Pursuant to an Action by Written Consent of the Company dated
January 21, 1999 and of ROV Holding, Inc. dated January 21, 1999, each of the
Company and ROV Holding, Inc. has duly authorized the execution and delivery of
this First Supplemental Indenture to amend the Indenture as set forth herein
pursuant to Article 9 of the Indenture; and all acts necessary to make this
First Supplemental Indenture a valid agreement of the Company and ROV Holding,
Inc. have been performed.
In accordance with Article 9 of the Indenture, the Company
issued Solicitations of Consents to Amend Certain Provisions of the Indenture,
each dated February 19, 1999, and obtained the consent of Holders (as defined in
the Indenture) of at least a majority in aggregate principal amount of the
outstanding Notes to amend the Indenture as set forth herein.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH,
that, in consideration of the premises, it is mutually agreed, for the benefit
of each other and for the equal and proportionate benefit of all Holders of the
Notes, as follows:
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ARTICLE ONE
AMENDMENT OF INDENTURE
SECTION 101. DEFINITIONS; RULES OF CONSTRUCTION.
Terms defined in the Indenture and used without other
definition herein have the respective meanings ascribed to them in the
Indenture. The rules of construction set forth in the Indenture likewise govern
this First Supplemental Indenture.
SECTION 102. AMENDMENTS TO SECTION 1.01 OF THE INDENTURE.
Section 1.01 of the Indenture is hereby amended by:
(1) revising the definition of "Senior Bank Debt" to read as
follows:
""SENIOR BANK DEBT" means all Obligations outstanding under or
in connection with the Credit Agreement as such agreement may be
restated, further amended, supplemented or otherwise modified or
replaced from time to time hereafter, together with any refunding or
replacement of such Indebtedness, up to an aggregate maximum principal
amount outstanding or available at any time of $225.0 million.";
(2) revising clause (i) of the definition of "Permitted
Investments" to read as follows:
"(i) any Investments in the Company or in a Restricted
Subsidiary of the Company which, with respect to any such Restricted
Subsidiary, has a fair market value which does not exceed $1.0 million
in the aggregate, or any Investments in a Restricted Subsidiary that
(A) is a Guarantor or (B) is not a Guarantor but is a Foreign
Subsidiary;";
(3) revising clause (iii) of the definition of "Permitted
Investments" to read as follows:
"(iii) Investments by the Company or any Restricted Subsidiary
of the Company in a Person, if as a result of such Investment (A) such
Person becomes a Restricted Subsidiary of the Company that (x) is a
Guarantor or
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(y) is not a Guarantor but is a Foreign Subsidiary or (B) such Person
is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the
Company or a Restricted Subsidiary of the Company that (x) is a
Guarantor or (y) is not a Guarantor but is a Foreign Subsidiary;";
(4) revising clause (ii) of the definition of "Permitted Liens" to
read as follows:
"(ii) any Lien securing obligations under the Credit Agreement
and any Guarantee thereof, which obligations or Guarantee are permitted
by the terms hereof to be incurred and outstanding;"; and
(5) revising clause (xvii) of the definition of "Permitted Liens"
to read as follows:
"(xvii) Liens securing other Indebtedness of the Company and
its Subsidiaries not expressly permitted by clauses (i) through (xvi)
above; PROVIDED that the aggregate amount of the Indebtedness of the
Company and its Subsidiaries, that are not Foreign Subsidiaries,
secured by Liens permitted pursuant to this clause (xvii) does not
exceed $3.0 million in the aggregate and that the aggregate amount of
the Indebtedness of the Company's Foreign Subsidiaries secured by Liens
permitted pursuant to this clause (xvii) does not exceed $20.0 million
in the aggregate."
SECTION 103. AMENDMENT TO SECTION 4.09 OF THE INDENTURE.
Section 4.09 of the Indenture is hereby amended by revising
clause (vii) thereof to read as follows:
"(vii) the incurrence by any Foreign Subsidiary of
Indebtedness (including Acquired Debt), which when aggregated with the
principal amount of Indebtedness of all Foreign Subsidiaries then
outstanding and incurred pursuant to this clause (vii), does not exceed
$20.0 million (or the equivalent thereof in any other currency) at any
one time outstanding;".
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SECTION 104. AMENDMENT TO SECTION 4.17 OF THE INDENTURE.
Section 4.17 of the Indenture is hereby by amended by revising
the last sentence of the first paragraph to read as follows:
"Notwithstanding the foregoing, the Company or any of its
Restricted Subsidiaries may take any of the foregoing actions with
respect to a Restricted Subsidiary, without compliance with this
Section 4.17, if such action is (A) a Permitted Investment or (B) a
Restricted Investment, provided that, in the case of clause (B), the
fair market value of such Investment, without duplication, is or is
deemed a Restricted Payment at the time of such Restricted Investment
that is permitted by, and reduces the amount available for Restricted
Payments under, the first paragraph of Section 4.07 hereof."
SECTION 105. AMENDMENT TO SECTION 9.04 OF THE INDENTURE.
Section 9.04 of the Indenture is hereby amended by:
(1) inserting a new second paragraph to read as follows:
"The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or
permitted to be taken pursuant to this Indenture. If a record date is
fixed, then notwithstanding the provisions of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take
any such action, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for
more than 120 days afer such record date."; and
(2) inserting a new sentence at the end of the first paragraph to
read as follows:
"Notwithstanding anything to the contrary in this Section
9.04, no consent to any amendment, supplement or waiver delivered by a
Holder of a Note or any proxy thereof in connection with the Consent
Solicitation of the Company described in the Company's Amended Consent
Solicitation
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Statement dated February 19, 1999, as amended, may be revoked by such
Holder or any subsequent Holder or proxy thereof.".
SECTION 106. EFFECTIVENESS OF AMENDMENTS.
Upon execution and delivery by the Company, ROV Holding, Inc.
and the Trustee, this First Supplemental Indenture shall become operative and
the amendment of Section 9.04 of the Indenture pursuant to Section 105(2) of
this First Supplemental Indenture shall immediately become effective, but the
amendments to the Indenture pursuant to Sections 102, 103, 104 and 105(1) of
this First Supplemental Indenture shall not become effective until the Company
delivers to the Trustee a written notice executed by an Officer of the Company
(the "Notice") of the Company's decision to consummate an acquisition of the
business of marketing, manufacturing, selling and distributing batteries and
related products carried on by ROV Limited, a Cayman Islands corporation, and
the property and assets used in such business, PROVIDED that the amendments to
the Indenture pursuant to Sections 102, 103, 104 and 105(1) of this First
Supplemental Indenture shall not become effective if the Notice is not delivered
to the Trustee on or before April 30, 1999.
ARTICLE TWO
MISCELLANEOUS
SECTION 201. SEVERABILITY.
In case any provision in this First Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 202. GOVERNING LAW.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL
INDENTURE.
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SECTION 203. RATIFICATION.
This First Supplemental Indenture is a supplement to the
Indenture. As supplemented by this First Supplemental Indenture, the Indenture
is in all respects ratified, approved and confirmed and the Indenture and this
First Supplemental Indenture shall together constitute one and the same
instrument.
SECTION 204. COUNTERPART ORIGINALS.
The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
SECTION 205. THE TRUSTEE.
The Trustee shall not be responsible in any matter whatsoever
for or in respect of the validity or sufficiency of this First Supplemental
Indenture or for or in respect of the Recitals contained herein, all of which
are made solely by the Company.
IN WITNESS WHEREOF, each of RAYOVAC CORPORATION and ROV
HOLDING, INC. have caused this First Supplemental Indenture to be signed in its
corporate name and acknowledged by one of its duly authorized officers; and
MARINE MIDLAND BANK, as Trustee, has caused this Indenture to be signed and
acknowledged by one of its duly authorized signatories, and its seal to be
affixed hereunto or impressed hereon, duly attested, as of the day and year
first above written.
[Signatures on following page]
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Dated as of February 26, 1999 RAYOVAC CORPORATION
By:
/S/ JAMES A. BRODERICK
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Name: James A. Broderick
Title: Vice President
Attest:
/S/ LORRIE RYAN
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Dated as of February 26, 1999 ROV HOLDING, INC.
By:
/S/ ROGER F. WARREN
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Name: Roger F. Warren
Title: Vice President
Attest:
/S/ LORRIE RYAN
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Dated as of February 26, 1999 MARINE MIDLAND BANK, as Trustee
By:
/S/ FRANK J. GODINO
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Name: Frank J. Godino
(SEAL) Title: Vice President
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Attest:
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