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Exhibit 4.16
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FIRST SUPPLEMENTAL INDENTURE
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Sealy Corporation
issuer
to
Mellon Bank, F.S.B
(as successor Trustee to KeyBank National Association, formerly known as Society
National Bank), a federal savings bank
trustee
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Dated as of February 21, 1997
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(First Amendment to the Indenture Dated as of May 7, 1993, and related
Securities)
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FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this "Supplemental Indenture") dated
as of the 21th day of February, 1997, is between Sealy Corporation, a Delaware
corporation (the "Company") and Mellon Bank, F.S.B, (as successor Trustee to
KeyBank National Association, formerly known as Society National Bank), a
federal savings bank, as Trustee (the "Trustee").
RECITALS
A. The Company has executed and delivered to the Trustee a certain
Indenture, dated as of May 7, 1993 (the "Indenture"), pursuant to which the
Company issued 9 1/2 % Senior Subordinated Notes Due 2003.
B. The Company is in the process of refinancing and restructuring its
Bank Debt with a new senior secured, revolving credit facility (the "New Senior
Financing Facility").
C. In connection with the New Senior Financing Facility, the Company
desires to amend Section 4.03(b)(2) of the Indenture for purposes of
clarification.
D. In connection with the New Senior Financing Facility, the Company
intends to pay a cash dividend of up to $100,000,000 (the "Dividend") to certain
holders of its Capital Stock, notwithstanding the provisions of Section 4.05 of
the Indenture.
E. In connection with the New Senior Financing Facility and Dividend, the
Company has agreed to increase the interest rate payable on the Securities from
9 1/2 % per annum to 10 1/4 % per annum.
F. In connection with the above, the Company has agreed to increase the
applicable redemption price in the event the Company exercises its option to
redeem the Notes on or after May 1, 1998.
G. Section 9.02 of the Indenture provides, among other things, that the
Company and the Trustee may, with the consent of the Holders of at least a
majority in principal amount of the Securities, amend the Indenture and the
Securities for any purpose, subject to certain restrictions set forth therein.
H. The Company has obtained the requisite consent of the Holders of at
least a majority in principal amount of the Securities, and the Company desires
and has asked the Trustee to join with it in the execution and delivery of this
Supplemental Indenture to waive and amend the Indenture and the Securities for
the purpose of permitting the Dividend, clarifying the provisions of Section
4.03(b)(1) and (2) of the Indenture, and modifying the interest rate to be paid
on the Securities, all as provided hereinbelow.
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AGREEMENT
In consideration of the foregoing, and for other good and valuable
consideration, the Company and the Trustee agree as follows:
Section 1. DEFINITIONS
Capitalized terms used in this Supplemental Indenture without
definition have the meanings ascribed to such terms in the Indenture.
Section 2. AMENDMENTS, WAIVERS AND CONSENTS
2.1 THE DIVIDEND. Effective as of the date of this Supplemental
Indenture, the Trustee, on behalf of the Securityholders, consents to the
Dividend and agrees that the provisions of Section 4.05 of the Indenture will
have no application thereto. Without limiting the generality of the foregoing,
the Dividend is not and will not be deemed or otherwise constitute a "Restricted
Payment" for any purpose under the Indenture.
2.2 SECTION 4.03(B) OF THE INDENTURE. For purposes of clarification,
clause (2) of Section 4.03(b) of the Indenture is hereby amended by adding
thereto the proviso set forth below, such that clauses (1) and (2) of Section
4.03(b) together shall read as follows:
(1) Debt issued pursuant to the Revolving Credit Facility or any
other revolving credit arrangement in an aggregate amount outstanding
at any time not to exceed $100,000,000;
(2) Debt issued pursuant to the Term Loan Facility or any other
agreement or agreements in an aggregate principal amount outstanding
at any time not to exceed $250,000,000; PROVIDED, HOWEVER, that (a)
the combined Debt of the Company permitted under clause (1) of this
Section 4.03(b) and this clause (2) may not exceed $350,000,000 in
aggregate principal amount outstanding at any time, and (b) such
combined Debt may be issued on a revolving credit, term loan or any
other basis, so long as at least $100,000,000 in aggregate principal
amount is issued or reserved for issuance on a revolving credit basis;
2.3 OPTIONAL REDEMPTION. Effective on the date of the closing of the
New Senior Financing Facility, the Indenture and the Securities are hereby
amended such that, in the event the Company exercises its option to redeem the
Notes, the applicable redemption price payable (expressed in percentages of
principal amount) shall be the following (plus accrued interest to the
redemption date) during the 12-month periods beginning May 1:
Year Percentage
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1998........................................106.330%
1999........................................104.750%
2000........................................103.170%
2001........................................101.580%
2002 and thereafter.........................100.000%
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Section 2.4 INTEREST RATE. Effective on the date of the closing of the
New Senior Financing Facility, the Indenture and the Securities are hereby
amended such that all references in the Indenture and the Securities to the
Company's "9 1/2 % Senior Subordinated Notes Due 2003" shall read "10 1/4 %
Senior Subordinated Notes Due 2003."
Section 2.5 EXTINGUISHMENT OF AMENDMENTS, WAIVERS AND CONSENTS. In the
event that the consummation of the New Senior Financing Facility shall not have
occurred on or before June 30, 1997, then the amendments, waivers and consents
set forth in Section 2.1, Section 2.3 and Section 2.4 of this Supplemental
Indenture shall be extinguished and of no further force or effect.
Section 3 REPRESENTATIONS OF THE COMPANY
Section 3.1 CONSENT OF HOLDERS. The Company has obtained and filed with
the Trustee evidence of the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities on the date hereof to
the amendments, consents and other agreements set forth in Section 2 of this
Supplemental Indenture.
Section 3.2 AUTHORIZATION. The execution and delivery of this
Supplemental Indenture have been duly authorized and approved by resolution of
the Board of Directors of the Company.
Section 4 MISCELLANEOUS
Section 4.1 THE INDENTURE. Each of the Indenture and the Securities, as
amended hereby, remains in full force and effect and is hereby ratified and
confirmed.
Section 4.2 GOVERNING LAW. This Supplemental Indenture is to be
governed by and construed under the laws of the State of New York, without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
Section 4.3 SUCCESSORS. All agreements of the Company in this
Supplemental Indenture are binding on its successors, and all agreements of the
Trustee in this Supplemental Indenture are binding on its successors.
Section 4.4 TRUSTEE ACCEPTANCE. The Trustee accepts the consents,
amendments and waivers of the Indenture as effected by this Supplemental
Indenture, but only upon the terms and conditions set forth in the Indenture, as
amended by this Supplemental Indenture.
Section 4.5 MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is enough
to prove this Supplemental Indenture.
Section 4.6 HEADINGS. The headings of the Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture
to be duly executed and delivered as of the date first above written.
Attest: SEALY CORPORATION
/s/ Xxxxxx Xxxxxx
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Name: Name: Xxxxxx Xxxxxx
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Title: Title: V.P. and Treasurer
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MELLON BANK, F.S.B.
Attest: (as successor Trustee to KeyBank
National Association, formerly known as
Society National Bank), a federal savings
bank, as Trustee
/s/ X. Xxxxxx /s/ X. Xxxxxxx
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Name: X. Xxxxxx Name: X. Xxxxxxx
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Title: Trust Officer Title: Vice President
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