SUPPLEMENTAL INDENTURE
Exhibit 4.2
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 21, 2011,
among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”), the
Subsidiary Guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”)
and U.S. BANK NATIONAL ASSOCIATION, a national banking organization (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company and the Subsidiary Guarantors party thereto have each heretofore executed
and delivered to the Trustee an Indenture (the “Indenture”), dated as of August 4, 2009,
providing for the issuance by the Company of its 11%/13% Third Lien Senior Secured Notes due 2013
(the “Securities”);
WHEREAS, Section 9.02 of the Indenture provides that the Company, the Subsidiary Guarantors
and the Trustee may, with the written consent of the Holders of at least two-thirds in aggregate
principal amount of the Securities then outstanding (including consents obtained in connection with
a tender offer or exchange for the Securities) (the “Requisite Consents”), amend the
Indenture (including, without limitation, to release from the Liens of the Indenture and the
Security Documents all or substantially all of the Collateral), subject to certain limitations set
forth in the Indenture;
WHEREAS, the Company has been authorized by a resolution of its Board of Directors to enter
into this Supplemental Indenture;
WHEREAS, the Company has offered to purchase for cash any and all of the outstanding
Securities upon the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated April 8, 2011, as the same may be amended, supplemented or
modified (the “Offer to Purchase”);
WHEREAS, the Company desires to amend certain provisions of the Indenture, as set forth in
Article 1 of this Supplemental Indenture (the “Proposed Amendments”); and
WHEREAS, the Company has received and delivered to the Trustee the Requisite Consents to
effect the Proposed Amendments under the Indenture; and
WHEREAS, all acts necessary to make this Supplemental Indenture the legal valid and binding
obligation of the Company have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors
and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:
ARTICLE 1.
AMENDMENTS TO THE INDENTURE
Section 1.1 Amendments to Articles 4, 5, 6 and 8 of the Indenture. Upon written notification
to the Trustee by the Company that it has accepted for purchase and payment (the “Expiration
Date”) all of the Securities validly tendered on or prior to 5:00 p.m., New York City time, on
April 21, 2011, unless extended or earlier terminated by the Company in its sole discretion,
pursuant to the Offer to Purchase, and that it has received and delivered to the Trustee the
Requisite Consents to effect the Proposed Amendments under the Indenture, then automatically
(without further act by any person), the following amendments shall be made to the Indenture:
(a) The following sections of the Indenture and all references thereto in the Indenture
will be deleted in their entirety and the Company and the Subsidiary Guarantors shall be
released from their respective obligations under the following sections of the Indenture:
| • | Section 4.03 (Limitation on Indebtedness); | ||
| • | Section 4.04 (Limitation on Restricted Payments); | ||
| • | Section 4.05 (Limitation on Restrictions on Distributions from Restricted Subsidiaries); | ||
| • | Section 4.06 (Limitation on Sales of Assets and Subsidiary Stock); | ||
| • | Section 4.07 (Limitation on Affiliate Transactions); | ||
| • | Section 4.08 (Limitation on Line of Business); | ||
| • | Section 4.09 (Change of Control); | ||
| • | Section 4.10 (Limitation on Liens); | ||
| • | Section 4.11 (Limitation on Sale/Leaseback Transactions); | ||
| • | Section 4.12 (Future Guarantors); | ||
| • | Section 4.13 (Compliance Certificate); | ||
| • | Section 4.14 (Limitation on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries); | ||
| • | Section 4.15 (Impairment of Security Interest); | ||
| • | Section 4.16 (After-Acquired Property); | ||
| • | Section 4.17 (Further Instruments and Acts); | ||
| • | Section 5.01. (When Company May Merge or Transfer Assets) (only with respect to clauses (a)(2), (a)(3), (a)(4), (a)(5), (b)(2) and (b)(3)); | ||
| • | Section 6.01. (Events of Default) (only with respect to clauses (4), (5), (6), (7), (8) and (9)); and | ||
| • | Section 8.02 (Conditions to Defeasance) (only with respect to clauses (3), (5) and (7)). |
Failure to comply with the terms of any of the foregoing Sections of the Indenture shall no
longer constitute a Default or an Event of Default under the Indenture and shall no longer have any
other consequence under the Indenture.
(b) Clauses (1) and (2) of Section 12.04 will be amended in their entirety to read as
follows:
“(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and that such proposed action
complies with the Indenture; and
(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with and
that such proposed action complies with the Indenture.”
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(c) All definitions set forth in Sections 1.01 and 1.02 of the Indenture that relate to
defined terms used solely in covenants or sections deleted hereby shall be deleted in their
entirety, including all references thereto.
Section 1.2 Release of Collateral. Pursuant to Section 11.03(a)(3) of the Indenture, (i) the
Liens and the security interests created by the Security Documents on the Collateral are fully and
unconditionally released without any further action on behalf of the Holders, the Company, any
Guarantor, the Trustee or Third Lien Collateral Agent, and (ii) the Trustee and Third Lien
Collateral Agent are each hereby authorized to execute and deliver any documents necessary to
effect the release referred to in clause (i) in accordance with the applicable provisions of the
Indenture, the Security Documents and the Intercreditor Agreements.
ARTICLE 2.
MISCELLANEOUS
Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
Section 2.2 Instruments To Be Read Together. This Supplemental Indenture is executed as and
shall constitute an indenture supplemental to and in implementation of the Indenture, and the
Indenture and this Supplemental Indenture shall henceforth be read together. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities shall
be bound hereby and thereby.
Section 2.3 Confirmation. The Indenture as amended and supplemented by this Supplemental
Indenture is in all respects confirmed and preserved.
Section 2.4 Trust Indenture Act Controls. If any provision of this Supplemental Indenture
limits, qualifies or conflicts with another provision that is required to be included in this
Supplemental Indenture or the Indenture by the Trust Indenture Act of 1939, as amended, as in force
at the date that this Supplemental Indenture is executed, the provisions required by such Trust
Indenture Act shall control.
Section 2.5 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW.
Section 2.6 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.
Section 2.7 Effect of Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.
Section 2.8 Effectiveness; Termination. The provisions of this Supplemental Indenture will
become effective immediately upon its execution by the Trustee in accordance with the provisions of
Sections 9.02 of the Indenture; provided, that the amendments to the Indenture set forth in Article
1 of this Supplemental Indenture shall become operative as specified in Article 1 hereof. Prior to
the Expiration Date, the Company may terminate this Supplemental Indenture upon written notice to
the Trustee (it being understood that the Company, subsequent thereto, will enter into a substitute
supplemental indenture).
Section 2.9 No Representation by Trustee. The Trustee makes no representation as to the
validity of this Supplemental Indenture. The recitals herein are statements of the Company and the
Trustee shall not be responsible for them.
[Signature Page Follows]
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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.
| COMMERCIAL VEHICLE GROUP, INC. |
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| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Chief Financial Officer | |||
| GUARANTORS: CABARRUS PLASTICS, INC. CVG ALABAMA, LLC CVG CS LLC CVG MANAGEMENT CORPORATION CVG LOGISTICS, LLC CVG EUROPEAN HOLDINGS, LLC CVG OREGON, LLC CVS HOLDINGS, INC. MAYFLOWER VEHICLE SYSTEMS, LLC MONONA CORPORATION MONONA WIRE CORPORATION MONONA (MEXICO) HOLDINGS LLC NATIONAL SEATING COMPANY XXXXXXX DEVICES, INC. TRIM SYSTEMS, INC. TRIM SYSTEMS OPERATING CORP. |
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| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Chief Financial Officer | |||
| U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee |
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| By: | /s/ Xxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxxx | |||
| Title: | Vice President | |||
