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EXHIBIT 4.34
SECOND SUPPLEMENTAL INDENTURE
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Second Supplemental Indenture, dated as of December 1, 1999, to the
Indenture dated as of May 20, 1994 (the "Indenture"), between Waxman Industries,
Inc., a Delaware corporation (the "Company"), and the Huntington National Bank,
as trustee (the "Trustee").
RECITAL
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The Indenture provides that the Company and the Trustee may, with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Company's outstanding 12 3/4% Senior Secured Deferred Coupon Notes
due June 1, 2004 (the "Securities"), amend or supplement the Indenture or the
Securities. The Company has received signed consents of the Holders of at least
a majority in aggregate principal amount of the Securities approving the
amendments to the Indenture and the Securities contained in this Second
Supplemental Indenture.
NOW, THEREFORE, the parties agree as follows for their mutual benefit
and for the equal and ratable benefit of the Holders of the Securities:
1. Capitalized terms not defined herein shall have the meanings
given to them in the Indenture.
2. Section 1.01 of the Indenture is hereby amended by adding
thereto the following definition in its appropriate alphabetical order:
"Additional Barnett Stock Amount" means up to an
additional 500,000 shares of the common stock, $.01 par value
per share, of Barnett Inc., as such number may be
proportionately adjusted for stock splits, non cash stock
dividends, reclassifications and similar events."
3. Paragraph 4.13 of the Indenture is hereby amended by adding a
new clause (k) following immediately after the end of clause (j);
"(k) In addition to the Liens permitted by clause (j)
above, Liens on the Additional Barnett Stock Amount to secure
Indebtedness incurred pursuant to Sections 4.10(b) or (i)
hereof or any permitted refinancing thereof pursuant to
Section 4.10(j) hereof."
4. This Second Supplemental Indenture is an indenture to and in
implementation of the Indenture, and the Indenture and this Second Supplemental
Indenture shall henceforth be read together.
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5. The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
Second Supplemental Indenture.
6. The Indenture as amended and supplemented by this Second
Supplemental Indenture is in all respects confirmed and preserved.
7. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
8. The provisions of this Second Supplemental Indenture will
take effect immediately upon its execution and delivery by the Trustee.
9. This Second Supplemental Indenture shall be governed by the
internal laws of the State of New York.
10. If any provision of this Second Supplemental Indenture shall
be declared by a court of competent jurisdiction to be unenforceable, invalid or
void, the same shall not impair any of the other provisions of this Second
Supplemental Indenture, nor shall any party have liability to the other parties
as a result of such unenforceable, invalid or void provision.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
WAXMAN INDUSTRIES, INC.
By: /s/ Mark Wester
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Name: Mark Wester
Title: Vice President-Finance and Chief
Financial Officer
Attest: /s/ Mary Ellen Coble
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Name: Mary Ellen Coble
Address: 21507 Raymond St.
Maple Heights, OH 44137
THE HUNTINGTON NATIONAL BANK,
as Trustee
By: /s/ F.G. Lamb
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Name: F.G. Lamb
Title: Vice President
