SUPPLEMENTAL INDENTURE dated as of December 17, 2012 among SPECTRUM BRANDS, INC., The Guarantors Party Hereto and as Trustee
Exhibit 4.4
Execution Copy
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 Issuer’s $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 Issuer’s 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 Issuer’s 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/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, Secretary and General Counsel | ||
[Signature Page to Supplemental Indenture]
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: AVP | ||
[Signature Page to the Supplemental Indenture to the Indenture dated November 16, 2012]
| SB/RH HOLDINGS, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, Secretary and General Counsel | ||
| APN HOLDING COMPANY, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, Secretary and General Counsel | ||
| APPLICA CONSUMER PRODUCTS, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, Secretary and General Counsel | ||
| APPLICA MEXICO HOLDINGS, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, Secretary and General Counsel | ||
[Signature Page to Supplemental Indenture]
| DB ONLINE, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Secretary | ||
| HP DELAWARE, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, General Counsel and Corporate Secretary | ||
| HPG LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, General Counsel and Corporate Secretary | ||
[Signature Page to Supplemental Indenture]
| ROV HOLDING, INC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Secretary | ||
| ROVCAL, INC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Secretary | ||
| XXXXXXX COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President | ||
| SPECTRUM NEPTUNE U.S. HOLDCO CORP. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Secretary | ||
[Signature Page to Supplemental Indenture]
| TOASTMASTER, INC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, General Counsel and Corporate Secretary | ||
| UNITED INDUSTRIES CORP. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Assistant Secretary | ||
| UNITED PET GROUP, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Secretary | ||
[Signature Page to Supplemental Indenture]
| XXXXXX LOCK CORP. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President & Secretary | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President & Treasurer | ||
| KWIKSET CORP. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President & Secretary | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President & Treasurer | ||
| XXXXXXX HARDWARE CORP. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President & Secretary | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President & Treasurer | ||
[Signature Page to Supplemental Indenture]
| PRICE XXXXXXX, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President & Secretary | ||
| NATIONAL MANUFACTURING MEXICO A, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, General Counsel and Secretary | ||
| NATIONAL MANUFACTURING MEXICO B, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, General Counsel and Secretary | ||
| NATIONAL MANUFACTURING Co. | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President, General Counsel and Secretary | ||
| ROV INTERNATIONAL HOLDINGS LLC | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| 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. Xxxxxxx 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. Xxxxxxx 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. Xxxxxx 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]
