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Exhibit 4.4
SIGNATURE BRANDS, INC.
13% SENIOR SUBORDINATED NOTES DUE 2002
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FIRST SUPPLEMENTAL INDENTURE
Dated as of April 30, 1997
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FIRSTAR BANK OF MINNESOTA
Trustee
(successor in interest to American Bank National Association)
(First supplement to the Indenture dated as of August 17, 1994
and related Notes)
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This First Supplemental Indenture (the "Supplemental
Indenture") dated as of the 30th day of April, 1997, is between Signature
Brands, Inc., an Ohio corporation ("Signature"), and Firstar Bank of Minnesota
as Trustee (successor in interest to American Bank National Association).
W I T N E S S E T H:
WHEREAS, Health o meter, Inc., a Delaware corporation (the
"Company"), has executed and delivered to the Trustee that certain Indenture
dated as of August 17, 1994 among the Company, Health o meter Products, Inc., a
Delaware corporation (the "Parent"), Java Acquisition Corporation, a Delaware
corporation, and American Bank National Association (the "Indenture").
WHEREAS, Signature and the Company desire to enter into a
merger wherein Signature will be the surviving corporation (the "Merger");
WHEREAS, Article Five of the Indenture permits the merger of
the Company with or into another entity provided that certain conditions are
satisfied;
WHEREAS, Section 5.01 of the Indenture provides, among other
things, that if the Company enters into a merger in which the Company is not the
surviving corporation, the corporation surviving the merger shall assume all
obligations of the Company pursuant to a supplemental indenture in a form
reasonably satisfactory to the Trustee; and
WHEREAS, Section 9.01(c) of the Indenture provides that the
Indenture may be supplemented without the consent of any Holder of a Note to
provide for the assumption of the Company's obligations to the Holders of the
Notes.
NOW, THEREFORE, Signature, the Parent and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the holders of the 13% Senior Subordinated Notes due 2002 (the "Notes") issued
pursuant to the Indenture (the "Holders").
Section 1. Assumption of the Company's obligations.
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Signature agrees to assume all of the obligations of the
Company to the Holders of the Notes and to the Trustee under the Indenture and
the Notes immediately upon the effectiveness of the Merger (the "Effective
Time").
Section 2. Substitution of Signature for the Company under the Indenture.
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After the Effective Time, the provisions of the Indenture
referring to the Company shall refer instead to Signature, and Signature may
exercise every right and power of the Company under the Indenture with the same
effect as if Signature had been named as the Company in the Indenture.
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Section 3. Notices.
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Any notice or communication made under the Indenture to
Signature or the Parent after the Effective Time shall be delivered to the
address set forth below:
Signature Brands, Inc.
00000 Xxxxx Xxxx
Xxxxxxx Xxxxxxx, XX 00000-1399
Attention: Chief Financial Officer
with a copy to:
Xxxxxx, Halter & Xxxxxxxx LLP
0000 XxXxxxxx Investment Center
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. XxXxx
Section 4. Miscellaneous.
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4.1 GOVERNING LAW. This Supplemental Indenture is to be
governed by and construed under the internal laws of the State of New York.
4.2 SUCCESSORS. All agreements of Signature and the Trustee in
this Supplemental Indenture shall bind their respective successors.
4.3 COUNTERPARTS. 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.
4.4 EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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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.
SIGNATURE BRANDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
FIRSTAR BANK OF MINNESOTA
as Trustee
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
Acknowledgment:
HEALTH O METER, INC.
By: /s/ Xxxxx X. XxX. Xxxxxx
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Name: Xxxxx X. XxX. Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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