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EXHIBIT 4.1.1
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (the "Supplemental Indenture") to the
Indenture, dated as of May 27, 1999, by and among Venture Holdings Trust, a
grantor trust organized under the laws of Michigan (the "Trust") and The
Huntington National Bank, a national banking association, as Trustee (the
"Trustee") (the "Indenture") is made as of the 27th day of May, 1999 by and
among the Trust and the Trustee.
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee
the Indenture, which relates to the Issuers 11% Senior Notes due 2007 (the
"Notes"); and
WHEREAS, Section 5.01 of the Indenture permits the Trust to make a Trust
Contribution and, pursuant to the terms of a Trust Contribution Agreement (the
"Contribution Agreement"), dated as of the date hereof, the Trust has made a
Trust Contribution by contributing all of the Equity Interests of the
Subsidiaries (other than the Equity Interests in Venture Holdings Company LLC,
the Subsidiary that received such contribution) held by it to Venture Holdings
Company LLC, a Michigan limited liability company, all as more particularly set
forth in the Contribution Agreement; and
WHEREAS, Venture Holdings Company LLC intends to assume all the obligations
of the Trust under the Notes and the Indenture; and
WHEREAS, pursuant to Section 5.02 of the Indenture, from and after the date
hereof Venture Holdings Company LLC shall succeed to, and be substituted for (so
that the provisions referring to the "Trust" shall refer instead to Venture
Holdings Company LLC and not Venture Holdings Trust), and may exercise every
right and power of the Trust under the Indenture with the same effect as if
Venture Holdings Company LLC had been named in the Indenture as Trust, and the
Trust shall be released from the obligations under the Notes and the Indenture;
and
WHEREAS, pursuant to Sections and 9.01(c) of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the forgoing, each of the Issuers,
Venture Holdings Company LLC and the Trustee mutually covenant and agree as
follows:
i. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
ii. Agreement to Assume Obligations. Venture Holdings Company
LLC hereby agrees to assume all the obligations of the Trust
under the Notes and the Indenture and to be bound by all other
applicable provisions of the Indenture.
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iii. Trust Obligations. The Trust shall be relieved of all
obligations under the Notes and the Indenture.
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.
vi. 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.
vii. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture, or for or in respect
of the recitals contained herein, all of which recitals are made
solely by the Issuers, Venture Holdings Company LLC and the
Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
VENTURE HOLDINGS TRUST
VENTURE HOLDINGS COMPANY LLC
By: /s/ XXXXX X. XXXXXX
_________________________________________
Xxxxx X. Xxxxxx, Executive Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ XXXX X. XXXXXX
_________________________________________
Authorized Signer
