SUPPLEMENTAL INDENTURE
Exhibit 4.1
EXECUTION COPY
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 22, 2006,
among JLG Industries, Inc., a Pennsylvania corporation (the “Company”), the Guarantors
listed as signatories hereto (the “Guarantors”), and The Bank of New York, as trustee (the
“Trustee”).
WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee
an Indenture, dated as of June 17, 2002 (as amended or supplemented prior to the date hereof, the
“Indenture”), providing for the issuance of 8 3/8% Senior Subordinated Notes due 2012 (the
“Notes”);
WHEREAS, Section 9.2 of the Indenture provides that the Company and the Guarantors and the
Trustee may amend certain provisions of the Indenture with the consent of the Holders of at least a
majority in aggregate principal amount of the Outstanding Notes;
WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement,
dated November 6, 2006 (the “Statement”), and accompanying Letter of Transmittal and
Consent to the Holders of the Notes in connection with proposed amendments to the Indenture, as
further described in the Statement (the “Proposed Amendments”), that provide for, among
other things, elimination from the Indenture of most of the restrictive covenants and events of
default;
WHEREAS, the Holders of at least a majority of the aggregate principal amount of the
Outstanding Notes have consented to the Proposed Amendments; and
WHEREAS, the Company and the Guarantors desire to amend the Indenture, as set forth in Section
2 hereof; and
WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Company and the Guarantors.
NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows 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 Indenture.
2. Amendments
(a) The following Sections of the Indenture, and any corresponding provisions in the Notes,
are hereby deleted in their entirety and replaced with “[Intentionally Omitted.]”:
Section | ||
Number | Covenant/Provisions | |
3.4
|
Payment of Taxes and Other Claims | |
3.5
|
Compliance Certificate | |
3.6
|
Further Instruments and Acts | |
3.7
|
Waiver of Stay, Extension or Usury Laws |
3.9
|
Limitation on Incurrence of Additional Indebtedness | |
3.10
|
Limitation on Restricted Payments | |
3.12
|
Limitation on Ownership and Sale of Capital Stock of Restricted Subsidiaries | |
3.13
|
Limitation on Designation of Unrestricted Subsidiaries | |
3.14
|
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries | |
3.15
|
Limitation on Layered Indebtedness | |
3.16
|
Limitation on Liens | |
3.17
|
Limitation on Transactions with Affiliates | |
3.18
|
Conduct of Business | |
3.19
|
Reports to Holders | |
4.1
|
Merger, Consolidation and Sale of Assets |
(b) Clauses (3), (4), (5), (6) and (7) of Section 6.1(a) of the Indenture are hereby
deleted and replaced with “[Intentionally Omitted.]”
(c) Any definitions used exclusively in the provisions of the Indenture or Notes that are
deleted pursuant to paragraphs (a) and (b) of this Section 2, and any definitions used exclusively
within such definitions, are hereby deleted in their entirety from the Indenture and the Notes.
(d) Any and all references in the Indenture and the Notes to clauses, Sections or other terms
or provisions of the Indenture or Notes referred to in paragraphs (a), (b) and (c) of this Section
2 or that have been otherwise deleted pursuant to this Supplemental Indenture and any and all
obligations thereunder related solely to such clauses, Sections, terms or provisions are hereby
deleted throughout the Indenture and the Notes, and shall be of no further force and effect.
3. Effect of Supplemental Indenture. From and after the Amendment Operative Date (as
defined below), the Indenture shall be amended and supplemented in accordance herewith. Each
reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and
be a reference to the Indenture as amended and supplemented by this Supplemental Indenture unless
the context otherwise requires. The Indenture as amended and supplemented by this Supplemental
Indenture shall be read, taken and construed as one and the same instrument, and every Holder of a
Note heretofore or hereafter authenticated and delivered under the Indenture as supplemented by
this Supplemental Indenture shall be bound thereby.
4. Existing Indenture Remains in Full Force and Effect. Except as amended and
supplemented by this Supplemental Indenture, all provisions in the Indenture shall remain in full
force and effect.
5. Severability. In case any provision of this Supplemental Indenture is invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
will not in any way be affected or impaired thereby.
6. Successors. All agreements of the Company and the Guarantors in this
Supplemental Indenture will bind their respective successors and assigns. All agreements of the Trustee in this
Supplemental Indenture will bind the Trustee’s successor and assigns. In the event of any transfer
or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof.
7. Effectiveness. This Supplemental Indenture shall become effective and binding on
the Company, the Guarantors and the Trustee upon the execution and delivery by the parties to this
Supplemental Indenture; provided, however, that this Supplemental Indenture and the Proposed
Amendments shall become operative, and the terms of the Indenture shall be amended, supplemented,
modified or deleted hereby, in each case only upon the opening of business on the Acceptance Date,
as defined in the Statement (the “Amendment Operative Date”).
8. New York Law to Govern. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS.
9. 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.
10. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.
11. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity, legality or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Company and
the Guarantors.
[Signature Page Follows.]
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.
JLG INDUSTRIES, INC. | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Senior VP, General Counsel & Secretary | |||||
THE BANK OF NEW YORK, as Trustee | ||||||
By | /s/ Xxxx Xxxxxxxx | |||||
Name: | Xxxx Xxxxxxxx
|
|||||
Title: | Vice President | |||||
GUARANTORS | ||||||
ACCESS FINANCIAL SOLUTIONS, INC. | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Vice President, Secretary & Treasurer | |||||
XXXXXX INTERNATIONAL, INC. | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Vice President & Secretary | |||||
JLG EQUIPMENT SERVICES, INC. | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Vice President & Assistant Secretary | |||||
JLG MANUFACTURING, LLC | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Senior VP, General Counsel &
Secretary JLG Industries Inc. |
GI INDUSTRIES, INC., f/k/a GRADALL | ||||||
INDUSTRIES, INC. | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Vice President & Assistant Secretary | |||||
TGC INDUSTRIES, INC., f/k/a THE GRADALL | ||||||
COMPANY | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Vice President & Assistant Secretary | |||||
JLG OMNIQUIP, INC. | ||||||
By | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx
|
|||||
Title: | Vice President & Assistant Secretary |