Exhibit 10.20
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of March 8, 2000 (the "Fourth
Supplemental Indenture") to the Indenture, dated as of May 1, 1993, between
Chatwins Group, Inc., a Delaware corporation (the "Company") and State Street
Bank and Trust Company, a Massachusetts trust company, as successor trustee to
The First National Bank of Boston (the "Trustee"), as amended by the First
Supplemental Indenture and Waiver of Covenants, dated as of June 20, 1995
between the Company and the Trustee, the Second Supplemental Indenture, dated as
of June 20, 1995, between the Company and the Trustee and Third Supplemental
Indenture, dated as of May 28, 1999, between the Company and the Trustee (as
amended, the "Indenture").
The Company and the Trustee, pursuant to Section 9.01(5) of the
Indenture, agree as follows for the benefit of the other party and for the equal
and ratable benefit of the holders of the Company's Securities:
1. Capitalized terms used herein but not otherwise defined shall
have the respective meanings set forth in the Indenture.
2. In connection with a proposed merger between the Company and
Reunion Industries, Inc. ("Reunion"), a new credit facility for the combined
entity the proceeds of which will be used to refinance certain indebtedness of
the Company and Reunion and to finance the Purchase Offer (as defined), and
certain related transactions, the Company solicited consents to waivers and
amendments of certain provisions of the Indenture from Securityholders of record
on November 19, 1999 pursuant to a Consent Solicitation and Purchase Offer,
dated February 1, 2000 (the "Consent Solicitation"). In the Consent Solicitation
the Company also made an offer to purchase $25 million principal amount of
Securities (the "Purchase Offer") from Securityholders who consented to all the
waivers and amendments under the Indenture. The Purchase Offer is conditioned on
receipt of the consents requested by the Consent Solicitation (the "Consents").
The Company has received sufficient Consents to permit the Purchase Offer to be
consummated. However, more than 90 days have passed since the record date used
for the Consent Solicitation which is specified by Section 9.04(b) of the
Indenture as the maximum period for the effectiveness of the Consents.
3. To permit the Consents to remain effective and the Purchase Offer
to be consummated, the provision of Section 9.04(b) of the Indenture
("Revocation and Effect of Consents") that specifies that no Consent shall be
valid or effective for more than 90 days after the applicable record date is
waived and amended as necessary to permit consummation of the Purchase Offer but
only if it is consummated by April 10, 2000.
4. This Fourth Supplemental Indenture shall be an integrated part of
the Indenture (as amended and modified by the First Supplemental Indenture and
Waiver of Covenants, the Second Supplemental Indenture and the Third
Supplemental Indenture). Except as amended by this Fourth Supplemental
Indenture, the Indenture (as amended by the First Supplemental Indenture and
Waiver of Covenants, the Second
Supplemental Indenture and the Third Supplemental Indenture) shall remain in
full force and effect.
5. This Fourth Supplemental Indenture may be executed in any number
of counterparts, each which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, all as of the date first written
above.
CHATWINS GROUP, INC.
/s/Xxxxxx X. Lawyer
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Xxxxxx X. Lawyer
President
STATE STREET BANK AND
TRUST COMPANY, as successor Trustee
By: /s/Xxxxxxxxxx Xxxxxxxx
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Name: Xxxxxxxxxx Xxxxxxxx
Title: Assistant Vice President
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