EXHIBIT 4.2.4
X. X. XXXXXXXXXX & CO., INC.
As Issuer
UNITED STATES TRUST COMPANY OF NEW YORK
As Trustee
THE SUBSIDIARY GUARANTORS NAMED HEREIN
As Guarantors
FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 17, 2000
12 1/2% SENIOR NOTES DUE 2004
FOURTH SUPPLEMENTAL INDENTURE, dated as of March 17, 2000, (herein
called this "Supplemental Indenture") among X.X. XXXXXXXXXX & CO., INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 0000 Xxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, each of XXXXXX TRAILER MFG. CO., a New
Jersey corporation ("Xxxxxx"), TRUCK ACCESSORIES GROUP, INC., FORMERLY KNOWN AS
LEER, INC., a Delaware corporation ("TAG"), XXXX GROUP, INC., a Delaware
corporation ("Xxxx"), EFP CORPORATION, a Delaware corporation ("EFP"), MAGNETIC
INSTRUMENTS CORP., a Delaware corporation ("MIC"), RAIDER INDUSTRIES, INC., a
Saskatchewan corporation ("Raider"), KWS MANUFACTURING COMPANY, INC., a Texas
corporation ("KWS"), and UNIVERSAL XXXXXXX, INC., a Wisconsin corporation
("Xxxxxxx") and UNITED STATES TRUST COMPANY OF NEW YORK, a corporation duly
organized and existing under the laws of the State of New York, United States of
America, having its principal office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, as Trustee (herein called the "Trustee")
RECITAL
WHEREAS, the Company, Xxxxxx, TAG, Xxxx, EFP, MIC and the Trustee are
parties to that certain Indenture, dated as of May 23, 1994 (the "Original
Indenture"), governing the Company's 12 1/2% Senior Notes due 2004 (the
"Securities") issued hereunder;
WHEREAS, the Original Indenture was amended by the First Supplemental
Indenture dated as of May 11, 1995, by the Second Supplemental Indenture dated
as of June 26, 1995 and by the Third Supplemental Indenture dated as of March 8,
2000 (the Original Indenture as so amended, the "Indenture");
WHEREAS, Xxxxxxx, is a Restricted Subsidiary that, pursuant to Section
1305 of the Indenture, wishes to become a Subsidiary Guarantor under the
Indenture by jointly and severally unconditionally guaranteeing the Securities
on a senior basis;
WHEREAS, Section 901(6) of the Indenture provides that, without the
consent of any Holders, the Company, when authorized by a Board Resolution, the
Subsidiary Guarantors, when authorized by resolutions of their respective boards
of directors (certified copies of which shall be furnished to the Trustee) and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
to add new Subsidiary Guarantors pursuant to Section 1305 of the Indenture;
WHEREAS, the Company and the Subsidiary Guarantors pursuant to the
foregoing authority, propose in and by this Supplemental Indenture to amend and
supplement the Indenture in certain respects, and requests the Trustee to enter
into this Supplemental Indenture;
WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement of the Company, the Subsidiary Guarantors and the Trustee and a
valid amendment of and supplement to the Indenture have been done; and
NOW, THEREFORE, for and in consideration of the premises, it is
mutually covenanted and agreed for the equal and proportionate benefit of all
Holders of the Securities:
ARTICLE ONE
DEFINITIONS; GUARANTEE
SECTION 1.1 Definitions. All terms used in this Supplemental Indenture
which are not defined in this Supplemental Indenture and which are defined in
the Indenture shall have the
meanings assigned to them in the Indenture.
SECTION 1.2 Guaranty. Xxxxxxx hereby unconditionally, jointly and
severally with the other Subsidiary Guarantors, guarantees to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, the due and punctual payment of the principal of (and
premium, if any) and interest on such Security when and as the same shall become
due and payable, whether at the Stated Maturity Date, by acceleration, call for
redemption, purchase or otherwise, in accordance with the terms of such Security
and of the Indenture, and Xxxxxxx agrees that from and after the date hereof it
shall be subject to the provisions (including the representations and
warranties) of the Indenture as a Subsidiary Guarantor as fully as if it were a
party to and had executed the Indenture as a Subsidiary Guarantor.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Incorporation of Supplemental Indenture. All provisions of
this Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture, and the Indenture, as supplemented and amended by this
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
SECTION 2.2 Headings. The Article and Section headings of this
Supplemental Indenture are for convenience only and shall not affect the
construction hereof.
SECTION 2.3 Counterparts. This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 2.4 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be part of and govern this Supplemental Indenture,
the latter provision shall control. If any provision of this Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Supplemental Indenture as so modified or to be excluded, as the case may
be.
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SECTION 2.5 Successors and Assigns. All covenants and agreements in
this Supplemental Indenture by the Company or any Subsidiary Guarantor shall
bind its respective successors and assigns, whether so expressed or not.
SECTION 2.6 Separability Clause. In case any provisions in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 2.7 Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto, and their successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Supplemental Indenture.
SECTION 2.8 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture
to be duly executed, and their respective corporate seals to be hereunder
affixed and attested, all as of the date and year first above written.
Attest: X. X. XXXXXXXXXX & CO., INC.
By:
------------------------------- -----------------------------------
Xxxxxxx Xxxxx
Executive Vice President
XXXXXX TRAILER MFG. CO.
TRUCK ACCESSORIES GROUP, INC.
EFP CORPORATION
Attest: MAGNETIC INSTRUMENTS CORP.
By:
------------------------------- -----------------------------------
Xxxxxxx Xxxxx
Vice President
Attest: XXXX GROUP, INC.
By:
------------------------------- -----------------------------------
Xxxxxxx Xxxxx
President
UNITED STATES TRUST COMPANY
Attest: OF NEW YORK
By:
------------------------------- -----------------------------------
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RAIDER INDUSTRIES, INC.
Attest: a Saskatchewan corporation
By:
------------------------------- -----------------------------------
Xxxxxxx Xxxxx
Vice President
Attest: KWS MANUFACTURING COMPANY, INC.
By:
------------------------------- -----------------------------------
Xxxxxxx Xxxxx
President
AGREED AND ACCEPTED:
Attest: UNIVERSAL XXXXXXX, INC.
By:
------------------------------- -----------------------------------
Xxxxxxx Xxxxx
Vice President
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the _____________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Executive Vice President of X. X. Xxxxxxxxxx & Co., Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the _____________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Vice President of Xxxxxx Trailer Mfg. Co., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the ________________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Vice President of Truck Accessories Group, Inc., formerly known as Leer
Inc., one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the ________________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is President of Xxxx Group, Inc., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the ________________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Vice President of EFP Corporation, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the ________________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Vice President of Magnetic Instruments Corp., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the ________________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is President of KWS Manufacturing Company, Inc., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
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STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On the day of ________________, 2000, before me personally came
___________________________________________ to me known, who, being by me duly
sworn, did depose and say that [he - she] is ___________________________ United
States Trust Company of New York, one of the corporations described in and which
executed the foregoing instrument; that [he - she] knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that [he - she] signed his name thereto by like authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the ________________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Vice President of Raider Industries Inc., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and he signed his name thereto by like authority.
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STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On the ________________ day of March 2000, before me personally came
Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did depose and say that
he is Vice President of Universal Xxxxxxx, Inc. one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and he signed his name thereto by like authority.
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