EXHIBIT 4.7
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of June
25, 2004, among Grand Valley Acquisition, Inc. (the "NEW SUBSIDIARY"), a
subsidiary of WII Components, Inc., a Delaware corporation (the "COMPANY"), the
Company, the Subsidiary Guarantors (as defined in the Indenture referred to
herein) and U.S. Bank, N.A., as trustee under the indenture referred to below
(the "TRUSTEE").
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "INDENTURE"), dated as of February 18, 2004 providing for the
issuance of 10% Senior Notes due 2012 (the "NOTES").
WHEREAS, the Indenture provides that in the event that the Company acquires
or forms additional Subsidiaries after the date of the Indenture, under certain
circumstances, the new subsidiary shall unconditionally guarantee all of the
Company's obligations under the Notes and the Indenture on the terms and
conditions as set forth therein (the "NOTE GUARANTEE");
WHEREAS, the Company is required under the Indenture to cause the New
Subsidiary to become a Subsidiary Guarantor and to guarantee the Company's
obligations under the Notes; and
WHEREAS, pursuant to Section 4.14 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows.
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The New Subsidiary hereby agrees to provide an
unconditional guarantee on the terms and subject to the conditions set forth in
the Indenture, including but limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the New Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Notes, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of Notes. Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the SEC that
such a waiver is against public policy.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED HEREBY.
5. 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.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
7. 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 New Subsidiary and the Company.
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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.
Dated: June 25, 2004
NEW SUBSIDIARY:
GRAND VALLEY ACQUISITION, INC.
By: /S/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: Secretary and Treasurer
COMPANY:
WII COMPONENTS, INC.
By: /S/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Secretary
SUBSIDIARY GUARANTORS:
WOODCRAFT INDUSTRIES, INC.
By: /S/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Chief Financial Officer
PRIMEWOOD, INC.
By: /S/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Chief Financial Officer
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BRENTWOOD ACQUISITION CORP.
By: /S/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Chief Financial Officer
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION,.
By: /S/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Trust Officer
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