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Exhibit 4.3
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XXXXXXX FASTENERS INC.,
as Issuer
and
XXXXXXX HOLDINGS INC.,
as Guarantor
$100,000,000
11-1/4% Senior Notes due 2007
_____________________________
First Supplemental Indenture
Dated as of March 13, 1998
_____________________________
United States Trust Company of New York, Trustee
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FIRST SUPPLEMENTAL INDENTURE dated as of March 13, 1998, among Xxxxxxx
Fasteners Inc., a Delaware corporation ("Fasteners"), Xxxxxxx Holdings Inc., a
Delaware corporation ("Holdings"), and United States Trust Company of New York,
as trustee (the "Trustee"). "First 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 "Issuer"), Holdings and the Trustee
entered into an Indenture dated as of November 26, 1997 (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, the Offering Memorandum dated November 24, 1997 expressly
contemplated that the Notes would be issued by the Issuer which was to be merged
with and into KSCO Acquisition Corporation, which was to be merged with and into
Fasteners, with Fasteners surviving the mergers and the Notes becoming the
obligations of Fasteners; and
WHEREAS, Section 901(7) of the Indenture provides that the Indenture may be
amended, without the consent of the holders of the Notes, to cure any ambiguity,
defect or inconsistency or to make any other change that does not adversely
effect the interests of the holders of the Notes; and
WHEREAS, all conditions and requirements necessary to make this First
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 Supplemental Indenture by the parties hereto
is in all respects authorized by the provisions of the Indenture, and the
Trustee has determined that this First 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
holders of the Notes, as follows:
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ARTICLE I
MODIFICATION
Section 1.01. The first paragraph of the Indenture is amended in its
entirety to read as follows:
INDENTURE, dated as of November 26, 1997 between SCOVILL ACQUISITION INC.,
a corporation duly organized and existing under the laws of the State of
Delaware, having its principal offices at 0000 Xxxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000, XXXXXXX HOLDINGS INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called "Parent" or
"Parent Guarantor" and, together with the Subsidiary Guarantors, the
"Guarantors"), having its principal offices at 0000 Xxxxxxx Xxxxx,
Xxxxxxxxxxx, Xxxxxxx 00000, and UNITED STATES TRUST COMPANY OF NEW YORK, a
bank and trust company duly organized and existing under the New York
banking law, as Trustee (hereinafter called the "Trustee").
Section 1.02. The definition of the term "Company" in the Indenture is
amended in its entirety to read as follows:
"Company" means Scovill Acquisition Inc., which concurrently with the
offering of the Notes, is to merge with and into KSCO Acquisition
Corporation, which is to merge with and into Xxxxxxx Fasteners Inc., which
will survive the mergers. The "Company" means, prior to the mergers,
Scovill Acquisition Inc., and after such mergers, Xxxxxxx Fasteners Inc.
ARTICLE II
EFFECTIVE TIME
Section 2.01. This First Supplemental Indenture shall become effective
immediately and without any further action by any person.
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ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Indenture. As amended by this First 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 First
Supplemental Indenture. The Trustee makes no representation as to the validity
or sufficiency of this Supplemental Indenture.
Section 3.03. Governing Law. The laws of the State of New York
shall govern this First Supplemental Indenture.
Section 3.04. Successors and Assigns. All agreements of Fasteners
in this First Supplemental Indenture and the Notes shall bind its successors
and all agreements of the Trustee in this First Supplemental Indenture shall
bind its successors.
Section 3.05. Duplicate 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.
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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first above written.
XXXXXXX FASTENERS INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXXX HOLDINGS INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
UNITED STATES TRUST COMPANY
OF NEW YORK, AS TRUSTEE
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
