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EXHIBIT 4.7
KEY MEXICO A, L.L.C.,
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
March,27, 1997, between Key Mexico A, L.L.C., a Michigan limited liability
company (the "Guarantor"), a subsidiary of Key Plastics, Inc., a Michigan
corporation (the "Company"), and Marine Midland Bank, as trustee under the
indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company, as Issuer and Key Plastics International LLC, a
Michigan limited liability company, Key Plastics Automotive LLC, a Michigan
limited liability company, and Key Plastics Technology, LLC, a Michigan limited
liability company, as Guarantors have heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 24, 1997, providing
for the issuance of an aggregate principal amount of $125,000,000 of 10 1/4%
Series [A/B] Senior Subordinated Notes due 2007 (the "Senior Subordinated
Notes");
WHEREAS, Section 4.15 of the Indenture provides that under certain
circumstances the Company is required to cause the Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the Guarantor
shall unconditionally guarantee all of the Company's obligations under the
Senior Subordinated Notes pursuant to a Guarantee on the terms and conditions
set forth in Article 11 of the Indenture; 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
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the Senior Subordinated Notes as follows:
i. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
ii. AGREEMENT TO GUARANTEE. The Guarantor hereby agrees, jointly
and severally with all other Guarantors, to guarantee the Company's
Obligations under the Notes on the terms and subject to the conditions
set forth in Article 11 of the Indenture and to be bound by all other
applicable provisions of the Indenture.
iii. NO RECOURSE AGAINST OTHERS. No officer, employee, director,
incorporator or stockholder of the Company or a Guarantor shall have
any liability for any Obligations of the Company or a Guarantor under
the Senior Subordinated Notes, the Indenture or this Supplemental
Indenture, or for any claim based on, in respect of, or by reason of,
such Obligations or the creation of any such Obligation. Each Holder
by accepting a Senior Subordinated Note waives and releases all such
liability, and such waiver and release is part of the consideration
for the issuance of the Senior Subordinated Notes.
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iv. 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.
v. 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.
vi. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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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.
Dated: March 27, 1997 KEY MEXICO A, L.L.C.
By:_____________________________
Key Plastics, Inc.,
Member by Xxxx X. Xxxx
its Treasurer and Assistant Secretary
MARINE MIDLAND BANK
as Trustee
By:_____________________________
Name:
Title:
Attest:
________________________________
Name:
Title:
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