EXHIBIT 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
September 3, 1999 between Falcon Building Products, Inc., a Delaware
corporation (the "COMPANY"), and Xxxxxx Trust and Savings Bank, as trustee
under the indentures referred to below (the "TRUSTEE").
RECITALS
1. On June 17, 1997, the Company issued (i) $145 million 9 1/2% Senior
Subordinated Notes (the "9 1/2% NOTES") pursuant to an Indenture between the
Company and the Trustee (as amended from time to time, the "9 1/2%
INDENTURE") and (ii) $170 million aggregate principal amount at maturity of
10 1/2% Senior Subordinated Discount Notes (the "10 1/2% NOTES" and together
with the 9 1/2% Notes, the "NOTES") pursuant to an Indenture between the
Company and the Trustee (as amended from time to time, the "10 1/2%
INDENTURE" and together with the 9 1/2% Indenture, the "INDENTURES").
2. Falcon Manufacturing, Inc. ("FMI") is a direct wholly-owned
subsidiary of the Company and DeVilbiss Air Power Company ("DEVILBISS") is a
direct wholly-owned subsidiary of FMI.
3. FMI and DeVilbiss are Guarantors under the Indentures.
4. The Company has entered into a Stock Purchase Agreement dated as of
August 12, 1999 with Pentair, Inc., pursuant to which Pentair has agreed to
purchase all of the outstanding capital stock of FMI.
5. Section 11.04 of the Indentures provide that upon the sale of all
of the capital stock of any Guarantor, such Guarantor will be released and
relieved of any obligations under its Subsidiary Guarantee.
6. Section 9.01(iv) of the Indentures permit an amendment to the
Indentures to release FMI and DeVilbiss as Guarantors and, pursuant to
Section 9.06 of the Indentures, the Trustee is authorized to execute and
deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indentures.
2. RELEASE OF SUBSIDIARY GUARANTEES. From and after the date hereof,
FMI and DeVilbiss shall be forever released and discharged from each of their
Subsidiary Guarantees and shall have no liability whatsoever in respect of
the Notes or the Indentures.
3. GOVERNING LAW. The internal laws of the State of New York shall
govern this Supplemental Indenture, without regard to the conflict of laws
provisions thereof.
4. EFFECT OF SUPPLEMENTAL INDENTURES. Except as expressly provided in
this Supplemental Indenture, all terms and provisions of the Indentures shall
remain in full force and effect without modification.
5. COUNTERPARTS. This Supplemental Indenture may be executed in any
number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Faxed
signatures shall be treated as original signatures for all purposes.
[Signatures Appear on Next Page]
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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.
FALCON BUILDING PRODUCTS, INC.
/s/ Xxx X. Xxxxx
By: _____________________________
Xxx X. Xxxxx,
Executive Vice President,
General Counsel and Secretary
/s/ Xxxxxxx X. Xxxxxxxx
By: _____________________________
Xxxxxxx X. Xxxxxxxx,
Vice President-Finance
and Treasurer
XXXXXX TRUST AND SAVINGS BANK
as Trustee
/s/ Xxxxxx X. Xxxxxxx
By: _____________________________
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
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