SECOND SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is made as of May
25, 2007, by HLI OPERATING COMPANY, INC. (the “Company”), each of the Guarantors listed on
the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
R E C I T A L S
WHEREAS, the Company, the Guarantors, and the Trustee have entered into the Indenture, dated
as of June 3, 2003, as amended as of June 9, 2003 (as so amended, the “Indenture”)
providing for the issuance by the Company of $250,000,000 of 10 1/2% Senior Notes due 2010 (the
“Notes”); and
WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate principal amount
of the Notes; and
WHEREAS, the Holders of at least a majority in aggregate principal amount of the Notes have
consented to amend certain provisions of the Indenture as provided herein (the
“Amendments”);
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein without definition shall have the respective
meanings provided therefor in the Indenture.
2. Amendments to Indenture.
(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”:
| Existing | ||||
| Section Number | Caption | |||
| 4.08 | Payments for Consent |
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| 4.09 | Incurrence of Debt |
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| 4.10 | Restricted Payments |
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| 4.11 | Liens |
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| 4.12 | Issuance or Sale of Stock of Restricted Subsidiaries |
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| 4.13 | Asset Sales |
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| 4.14 | Restrictions on Distributions from Restricted Subsidiaries |
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| 4.15 | Transactions with Affiliates |
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| 4.16 | Sale and Leaseback Transactions |
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| 4.17 | Designation of Restricted and Unrestricted Subsidiaries |
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| 4.19 | Future Guarantors |
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| 5.01 | Merger, Consolidation or Sale of Assets of HLI
and Guarantors |
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(b) The following sub-sections of the Indenture, and any corresponding provisions in the
Notes, are hereby deleted in their entirety and replaced with “Intentionally Omitted”:
| Existing | ||||
| Section Number | Caption | |||
| 6.01(a)(iv) | Events of Default |
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| 6.01(a)(v) | Events of Default |
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| 6.01(a)(vi) | Events of Default |
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| 6.01(a)(vii) | Events of Default |
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| 8.04(b) | Conditions to Legal or Covenant Defeasance |
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| 8.04(c) | Conditions to Legal or Covenant Defeasance |
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| 8.04(d) | Conditions to Legal or Covenant Defeasance |
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| 8.04(e) | Conditions to Legal or Covenant Defeasance |
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| 8.04(f) | Conditions to Legal or Covenant Defeasance |
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| 8.04(g) | Conditions to Legal or Covenant Defeasance |
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| 8.04(h) | Conditions to Legal or Covenant Defeasance |
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| 8.04(i) | Conditions to Legal or Covenant Defeasance |
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(c) Section 3.03 of the Indenture is hereby amended as follows:
(i) The words “At least 30 days but not more than 60 days prior to a redemption
date,” in the first paragraph thereof are deleted and replaced with “On or prior to
a redemption date,”.
(ii) The last sentence of clause (b) thereof is deleted and replaced with “The
actual redemption price, calculated as described above, shall be set forth in an
Officer’s Certificate delivered to the Trustee on or prior to the redemption date.”
3. Indenture Ratified. Except as expressly modified hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full
force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder shall be bound hereby and entitled to the benefits hereof.
4. Operation of Amendments. This Supplemental Indenture will become effective upon the
execution and delivery of this Supplemental Indenture by the Company, the Guarantors, and the
Trustee; provided, however, that the Amendments contained herein will become
operative only upon delivery by the Company to the
Trustee of an Officers’ Certificate confirming the payment of the Notes tendered on or prior to
5:00 p.m., New York City time, on May 21, 2007, in response to the Company’s Offer to Purchase and
Consent Solicitation Statement dated May 8, 2007.
5. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
6. Severability. Should any provision of this Supplemental Indenture for any reason be
declared invalid or unenforceable, such decision shall not affect the validity or enforceability of
any of the other provisions of this Supplemental Indenture, which other provisions shall remain in
full force and effect and the application of such invalid or unenforceable provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall be valid and
be enforced to the fullest extent permitted by law.
7. Counterparts. This Supplemental Indenture may be executed simultaneously in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Facsimile copies of any of the pages of this Supplemental Indenture shall have
the same effect as originals.
8. Effect of Headings. The headings of sections herein are for convenience only and shall not
affect the construction of this Supplemental Indenture.
9. Trustee Not Responsible for Recitals. The recitals in this Supplemental Indenture shall be
taken as the statements solely of the Company and the Guarantors, and the Trustee assumes no
responsibility for the correctness thereof.
[Signature pages follow.]
IN WITNESS WHEREOF, this Supplemental Indenture has been duly executed and delivered by the
parties hereto as of the date first written above.
| HLI OPERATING COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President, General Counsel and Secretary | |||
GUARANTORS:
| XXXXX LEMMERZ INTERNATIONAL, INC |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President, General Counsel and Secretary | |||
| HLI PARENT COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI WHEELS HOLDING COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI POWERTRAIN HOLDING COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI COMMERCIAL HIGHWAY HOLDING
COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI BRAKES HOLDING COMPANY INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI SERVICES HOLDING COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL—SEDALIA, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ
INTERNATIONAL—COMMERCIAL
HIGHWAY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL—CALIFORNIA, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL—GEORGIA, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL— XXXXX, INC |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL—XXXXXX, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL— HUNTINGTON, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL— KENTUCKY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI SUSPENSION HOLDING COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL— LAREDO, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL— TECHNICAL CENTER, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL— WABASH, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI REALTY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| HLI NETHERLANDS HOLDINGS, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| XXXXX LEMMERZ INTERNATIONAL IMPORT, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Secretary | |||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
