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EXHIBIT 4.3.1
FIRST AMENDMENT TO INDENTURE
THIS FIRST AMENDMENT to the Indenture, dated as of July 1, 1997, by and
among Venture Holdings Trust, a grantor trust organized under the laws of
Michigan (the "Trust"), Vemco, Inc., Vemco Leasing, Inc., Venture Industries
Corporation, Venture Holdings Corporation, Venture Leasing Company, Venture Mold
& Engineering Corporation, and Venture Service Company, each a Michigan
corporation (each an "Issuer" and, together with the Trust, the "Issuers") and
The Huntington National Bank, a national banking association, as Trustee (the
"Trustee") is made as of the 27th day of May, 1999 by and among the Issuers and
the Trustee.
Section 9.1 of the Indenture provides, among other things, that the
Issuers, when authorized by Board Resolutions (such term and all other
capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Indenture), and the Trustee may amend the Indenture,
without the consent of any Holder, for certain purposes, as set forth therein.
This Amendment is being entered into for the purposes set forth in Section
9.1(1) and has been duly authorized by the Special Advisor of the Trust and by
the Board of Directors of each other Issuer.
Accordingly, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO THE INDENTURE
ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
(a) Section 1.1 of the Indenture is hereby amended by deleting subclause
(ii) of the proviso appearing at the end of the definition of "Restricted
Payment" and substituting therefor the following:
"(ii) any dividend, distribution or other payment, directly or indirectly
through the ownership structure, to the Issuers, or to any of the Guarantors, by
the Issuers or any of their Subsidiaries."
Section 2. GOVERNING LAW.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS AMENDMENT.
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Section 3. HEADINGS
The Headings of the Sections of this Amendment have been inserted for
convenience of reference only, are not to be considered a part of this Amendment
and shall in no way modify or restrict any of the terms or provisions hereof.
Section 4. COUNTERPART ORIGINALS.
The parties may sign any number of copies of this Amendment. Each signed
copy shall be an original, but all of them together represent the same
agreement.
Section 5. THE TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Amendment or for or in respect of
the recitals contained herein, all of which recitals are made solely by the
Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered, all as of the date first written above.
VENTURE HOLDINGS TRUST
VEMCO, INC.
VEMCO LEASING, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE HOLDINGS CORPORATION
VENTURE LEASING COMPANY
VENTURE MOLD & ENGINEERING
CORPORATION
VENTURE SERVICE COMPANY
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, President
THE HUNTINGTON NATIONAL BANK
By: /s/ XXXX X. XXXXXX
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Authorized Signer
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