EXHIBIT 4.1
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of August 6, 2003, among TriMas Corporation, a Delaware corporation (the
"Company"), the Guarantors (as defined in the Indenture referred to herein) and
The Bank of New York, as trustee under the Indenture referred to below (the
"Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture"), dated as of June 6, 2002, as
supplemented, pursuant to which $437,773,000 aggregate principal amount of 9
7/8% Senior Subordinated Notes due 2012 (the "Notes") were issued;
WHEREAS, the Indenture provides that under certain circumstances the
Company, the Guarantors and the Trustee may supplement the Indenture without the
consent of any Holders of Notes; and
WHEREAS, pursuant to Section 9.01 of the Indenture, 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 of which is hereby acknowledged, the
Company, the Guarantors 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 Indenture.
2. AMENDMENT TO SECTION 2.12 OF THE INDENTURE. Section 2.12 of
the Indenture is hereby amended by deleting it in its entirety and replacing it
with the following:
"Section 2.12 Liquidated Damages Payments and Defaulted Interest.
If the Company defaults in a payment of interest on the Notes, it will pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. If the Company is required to pay Liquidated
Damages, notwithstanding anything to the contrary in this Indenture, the Notes
or the Registration Rights Agreement, the Company may pay such Liquidated
Damages to the Persons who are Holders of Notes upon which Liquidated Damages
have accrued on a special record date, provided that such special record date is
no later than the next June 1 or December 1. The Company will notify the Trustee
in writing of the amount of defaulted interest or Liquidated Damages proposed to
be paid on each Note and the date of the proposed payment. The Company will fix
or cause to be fixed each such special record date and payment date (which
payment date may be subsequently modified by the Company upon 3 Business Days
prior written notice to the Trustee), provided that no such special record date
in respect of defaulted interest may be less than
10 days prior to the related payment date for such defaulted interest. At least
15 days before the special record date, the Company (or, upon the written
request of the Company, the Trustee in the name and at the expense of the
Company) will mail or cause to be mailed to Holders entitled to receive
defaulted interest or Liquidated Damages, as the case may be, a notice that
states the special record date, the related payment date and the amount of such
interest to be paid. No less than 3 Business Days prior to any payment date
fixed pursuant to this Section 2.12 in respect of Liquidated Damages, the
Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Liquidated Damages, such money
when deposited to be held in trust for the benefit of the Holders entitled to
such Liquidated Damages."
3. AMENDMENT TO SECTION 4.01 OF THE INDENTURE. The first
paragraph of Section 4.01 of the Indenture is hereby amended by deleting it
in its entirety and replacing it with the following:
"The Company shall pay or cause to be paid the principal of, premium, if any,
and interest on the Notes on the dates and in the manner provided in the
Notes. The Company shall pay or cause to be paid Liquidated Damages, if any,
in the manner provided in Section 2.12 of this Indenture, the Registration
Rights Agreement or the Notes. Principal, premium, if any, and interest and
Liquidated Damages, if any will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due. The Company shall
pay all Liquidated Damages, if any, in the same manner on the dates and
in the amounts set forth in either the Registration Rights Agreement or
pursuant to Section 2.12 of this Indenture."
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
5. 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.
6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity 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 Guaranteeing Subsidiary and the
Company.
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.
Dated: August 6, 2003
TriMas Corporation
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & CFO
GUARANTORS:
Arrow Engine Company
Beaumont Bolt & Gasket, Inc.
Cequent Towing Products, Inc.
Cequent Trailer Products, Inc.
Commonwealth Disposition LLC
Compac Corporation
Consumer Products, Inc
Cuyam Corporation
Di-Rite Company
Entegra Fastener Corporation
Fittings Products Co., L.L.C.
HammerBlow Acquisition Corp
The HammerBlow Corporation
HammerBlow LLC
Hidden Hitch Acquisition Company
Highland Group Corporation
Hitch `N Post, Inc.
Industrial Bolt & Gasket, Inc.
K.S. Disposition, Inc.
Keo Cutters, Inc.
Lake Erie Screw Corporation
Xxxxxx Metal Gasket Co.
Louisiana Hose & Rubber Co.
Monogram Aerospace Fasteners, Inc.
Netcong Investments, Inc.
NI Foreign Military Sales Corp.
NI Industries, Inc.
NI West, Inc.
Xxxxxx Cylinder Company
Xxxxx Spline Products, Inc.
Xxxxxxxx Micro-Tool, Inc.
Xxxxx Corporation
Xxxxx Leasing Co., Incorporated
Xxxxx of Indiana, Inc.
Xxxxx of Mexico, Inc.
Tekonsha Towing Systems, Inc.
TriMas Company LLC
TriMas Fasteners, Inc.
TriMas Services Corp.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
The Bank of New York,
as Trustee
By: /s/ Xxxxxxx Xxxxxx
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Authorized Signatory
