FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of April 30, 1999 (this
"First Supplemental Indenture"), among USI Global Corp., a Delaware corporation
("Newco"), U.S. Industries, Inc., a Delaware corporation ("USI"), and USI
American Holdings, Inc., a Delaware corporation ("USIAH"), as Issuers, USI
Atlantic Corp., a Delaware corporation, as Guarantor (the "Guarantor"), and
First National Bank of Chicago, as Trustee (the "Trustee"). Capitalized terms
used herein without definition have the meanings assigned to such terms in the
Indenture (as defined below).
W I T N E S S E T H:
WHEREAS, USI, USIAH, the Guarantor and the Trustee executed and
delivered an Indenture, dated as of October 27, 1998 (the "Indenture"), to
provide for the issuance of the 7 1/8% Senior Notes due 2003 of USI and USIAH
(the "Securities"); and
WHEREAS, on the date hereof, pursuant to a Transfer and Assumption
Agreement, dated as of the date hereof, among USI, USIAH and Newco, USIAH
transferred substantially all of its assets to Newco in exchange for shares of
preferred stock of Newco; and
WHEREAS, Section 801 of the Indenture permits USIAH to transfer
substantially all of its assets to any other wholly-owned subsidiary of USI, and
Newco is a wholly-owned subsidiary of USI; and
WHEREAS, Section 901 of the Indenture permits USI, USIAH and the
Guarantor, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, to enter into one or more indentures supplemental to the
Indenture, in form and substance satisfactory to the Trustee, to make provisions
with respect to matters or questions arising under the Indenture which do not
materially adversely affect the interests of the Holders of the Securities; and
WHEREAS, Newco desires to assume, jointly and severally, with USI
and USIAH, all obligations of the Companies under the Indenture, including,
without limitation, the due and punctual payment of the principal of, premium,
if any, and interest on, and the Tax Redemption Price and Additional Amounts, if
any, with respect to the Securities when due; and
WHEREAS, such assumption of obligations by Newco will not in any
manner release USI, USIAH or the Guarantor from their respective obligations
under the Indenture; and
WHEREAS, USI, USIAH and the Guarantor have requested that the
Trustee execute and deliver this First Supplemental Indenture pursuant to
Section 901 of the Indenture, and all requirements necessary to make this First
Supplemental Indenture a valid instrument in accordance with its terms have been
performed and the execution and
delivery of this First Supplemental Indenture have been duly authorized in all
respects by each of Newco, USI, USIAH and the Guarantor.
NOW, THEREFORE, Newco, USI, USIAH and the Guarantor covenant and
agree with the Trustee as follows:
ARTICLE I
ASSUMPTION AND AMENDMENTS
SECTION 1.01. Assumption. Newco hereby fully, irrevocably and
unconditionally assumes, jointly and severally with USI and USIAH, all
obligations of the Companies under the Indenture and the Securities, including,
without limitation, the due and punctual payment of the principal of, premium,
if any, and interest on, and the Tax Redemption Price and Additional Amounts, if
any, with respect to the Securities in accordance with the terms of the
Securities and the Indenture.
SECTION 1.02. Ranking. The obligations of Newco under Section 1.01
hereto will be unsecured senior obligations of, and will rank pari passu with
all other existing and future unsecured and unsubordinated indebtedness and
senior in right of payment to all subordinated indebtedness of, Newco.
SECTION 1.03. Release of Newco as Co-Issuer. Section 1206 of the
Indenture is hereby amended to add the following subparagraph (c) thereto:
"(c) Newco will be released from its obligations under the Securities if
(i) the obligations of the Companies under this Indenture are assumed by
an acquiring or successor Person (other than a Subsidiary of either of the
Companies) pursuant to Article 8 hereof, (ii) Newco is sold or disposed of
in a transaction resulting in Newco no longer being a Subsidiary of USI,
or all or substantially all the assets of Newco are sold or disposed of
other than to USI or a Subsidiary of USI, in each case as permitted
hereby, or (iii) upon repayment of all amounts outstanding under (x) the 7
1/4% Notes, (y) the Credit Facility and (z) any Debt of a Company or any
Subsidiary of a Company incurred to extend, renew, refinance or refund (or
successive extensions, renewals, refinancings or refundings), in whole or
in part, the 7 1/4% Notes and the Credit Facility, provided, in the case
of (i), (ii) and (iii), that immediately after such release the Company
would be in compliance with the limitation on Indebtedness of Restricted
Subsidiaries and the other covenants herein. Furthermore, as a condition
to a release of Newco as co-obligor of the Securities under clause (iii),
USI must certify to the Trustee that immediately following the release of
Newco from its obligations under the Securities, Newco will not
immediately thereafter be an obligor under any Restricted Subsidiary
Funded Debt in excess of the amount of the Debt Basket (as defined
herein)."
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SECTION 1.04. Definitions. Section 101 of the Indenture is hereby
amended as follows:
(i) the definition of "Companies" is hereby amended to read in its
entirety as follows:
""Companies" means Newco, USI and USIAH."
(ii) clause (iii) of the definition of "Unrestricted Subsidiary" is hereby
amended to insert the words "USI Global Corp." immediately after the
phrase "in the case of".
(iii) the following definition is hereby added to Section 101:
""Newco" shall mean USI Global Corp."
ARTICLE II
MISCELLANEOUS
SECTION 2.02. Confirmation of Indenture. The Indenture, as
supplemented and amended by this First Supplemental Indenture, is in all
respects ratified and confirmed, and the Indenture, this First Supplemental
Indenture and all indentures supplemental thereto shall be read, taken and
construed as one and the same instrument.
SECTION 2.03. Concerning the Trustee. The Trustee assumes no duties,
responsibilities or liabilities by reason of this First Supplemental Indenture
other than as set forth in the Indenture.
SECTION 2.04. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
SECTION 2.05. Separability. In case any provision contained 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 2.06. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, as of the day and year first above written.
USI GLOBAL CORP.
By: /s/ [ILLEGIBLE]
-------------------------------------
Name:
Title:
U.S. INDUSTRIES, INC.
By: /s/ [ILLEGIBLE]
-------------------------------------
Name:
Title:
USI AMERICAN HOLDINGS, INC.
By: /s/ [ILLEGIBLE]
-------------------------------------
Name:
Title:
USI ATLANTIC CORP.
By: /s/ [ILLEGIBLE]
-------------------------------------
Name:
Title:
FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: XXXXXX X. XXXXXX
Title: VICE PRESIDENT
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