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Exhibit 4.1
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AETNA INDUSTRIES, INC.
as Issuer,
MS ACQUISITION CORP.,
AETNA HOLDINGS, INC.,
as Guarantors,
AETNA EXPORT SALES CORP.,
AETNA MANUFACTURING CANADA LTD.
as Subsidiary Guarantors,
AND
NORWEST BANK MINNESOTA NATIONAL ASSOCIATION,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of AUGUST 3, 1998
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Supplemental to the Indenture
among
Aetna Industries, Inc.,
the Guarantors named therein,
the Subsidiary Guarantor named therein
and
Norwest Bank Minnesota National Association
Dated as of August 1, 1996
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of August 3, 1998, among AETNA
INDUSTRIES, INC., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company"), MS ACQUISITION CORP., a corporation duly
organized and existing under the laws of the State of Delaware ("MS
Acquisition"), AETNA HOLDINGS, INC., a corporation duly organized and existing
under the laws of the State of Delaware ("Aetna" and, together with MS
Acquisition, the "Guarantors"), AETNA EXPORT SALES CORP., a corporation duly
organized and existing under the laws of the U.S. Virgin Islands ("Export"),
AETNA MANUFACTURING CANADA LTD., a corporation duly organized and existing under
the laws of the State of Michigan ("Aetna Canada" and, together with Export, the
"Subsidiary Guarantors") and NORWEST BANK MINNESOTA NATIONAL ASSOCIATION, a
national banking association organized under the laws of the United States, as
Trustee (the "Trustee") supplementing the Indenture (the "Indenture"), dated as
of August 1, 1996, among the Company, the Guarantors, Export and the Trustee.
RECITAL OF THE TRUSTEE
WHEREAS, the Company, the Guarantors, Export and the Trustee are
parties to that certain Indenture, dated as of August 1, 1996, pertaining to
$85,000,000 principal amount of the Company's 11 7/8% Senior Notes due 2006
(including the related guarantees, the "Securities").
RECITALS OF THE COMPANY,
THE GUARANTORS AND THE SUBSIDIARY GUARANTORS
WHEREAS, the Company, the Guarantors, and the Subsidiary
Guarantors desire, pursuant to Section 9.01 of the Indenture, to execute this
First Supplemental Indenture in order to comply with Section 4.19 of the
Indenture; and
WHEREAS, the Company, the Guarantors, and the Subsidiary
Guarantors have duly authorized the execution and delivery of this First
Supplemental Indenture in order for Aetna Canada to assume all the obligations
of a Subsidiary Guarantor under the Securities and the Indenture.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree for the equal and proportionate benefit
of all holders of the Securities, as follows:
Section 1. Aetna Canada hereby assumes all the obligations of a
Subsidiary Guarantor, under the Securities and the Indenture, and Aetna Canada
may exercise every right and power of a Subsidiary Guarantor with the same
effect as if Aetna Canada had been named as a Subsidiary Guarantor therein.
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Section 2. Any notice or communication by the Trustee to Aetna Canada
shall be addressed as follows:
Aetna Manufacturing Canada Ltd.
00000 Xxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Chief Executive Officer
Section 3. From and after the date hereof, the Indenture, as
supplemented by this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument with respect to the Securities.
Section 4. This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instruments.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year above written.
AETNA INDUSTRIES, INC.
By: /s/ Ueli Spring
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Title: President and Chief Executive
Officer
Attest:
/s/ Xxxxxx Xxxxx
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Title: Secretary
NORWEST BANK MINNESOTA NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxx Schuieger
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Title:
Attest:
/s/ Xxxxxxx Xxxxx
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Title: Account Representative
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MS ACQUISITION CORP., as Guarantor
By: /s/ Xxxxxxx Xxxxx
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Title: President and Chief Executive
Officer
Attest:
/s/ Xxxxxx Xxxxx
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Title: Secretary
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AETNA HOLDINGS, INC., as Guarantor
By: /s/ Ueli Spring
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Title: President and Chief Executive
Officer
Attest:
/s/ Xxxxxx Xxxxx
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Title: Secretary
AETNA EXPORT SALES CORP., as
Subsidiary Guarantor
By: /s/ Ueli Spring
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Title: Director
Attest:
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Title: Secretary
AETNA MANUFACTURING CANADA
LTD., as Subsidiary Guarantor
By: /s/ Ueli Spring
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Title: President and Chief Executive
Officer
Attest:
/s/ Xxxxxx Xxxxx
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Title: Secretary
