Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of May 15, 2007, is entered into by and among Electroglas, Inc., a
Delaware corporation (the "Company"), Electroglas International, Inc., a
Delaware corporation (the "Guarantor") and The Bank of New York Trust Company,
N.A., as trustee under the indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company, the Guarantor and the Trustee are parties to that
certain Indenture dated as of March 23, 2007 (the "Indenture"), providing for
the issuance by the Company of its 6.25% Convertible Senior Subordinated Secured
Convertible Notes due 2027 (the "Notes");
WHEREAS, Section 11.1 of the Indenture provides that the Company, when
authorized by a resolution of its Board of Directors, and the Trustee, may enter
into a supplemental indenture without notice to or the consent of any Holder to
add to the covenants, restrictions or conditions as the Board of Directors shall
consider to be for the benefit of the holders of Notes;
WHEREAS, the Board of Directors of the Company considers the changes
herein to be for the benefit of the holders of Notes; and
WHEREAS, all other acts and things necessary to make this Supplemental
Indenture a valid, binding and enforceable instrument and all of the conditions
and requirements set forth in Section 9.02 of the Indenture have been performed
and fulfilled and the execution and delivery of this Supplemental Indenture have
been in all respects duly authorized.
NOW, THEREFORE, in consideration of the premises and notwithstanding
any provisions of the Indenture which, absent this Supplemental Indenture, might
operate to limit such action, the parties have executed and delivered this
Supplemental Indenture, and the Company does hereby covenant and agree with the
Trustee for the benefit of the Holders, from time to time, of the Notes issued
under the Indenture, as follows:
AGREEMENT
1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. Amendment and Restatement of Second Paragraph of Section 16.1. The
second paragraph of Section 16.1 of the Indenture is hereby amended and restated
in its entirety to read as follows:
"In addition, Notes shall be purchased by the Company at the
option of the holder on March 26, 2011, March 26, 2015, March 26, 2016,
March 26, 2019, March 26, 2021 and March 26, 2023 (each, also a
"Repurchase Date"), at the Repurchase Price."
3. Amendment and Restatement of Second Sentence of Section 16.2(a). The
second sentence of Section 16.2(a) of the Indenture is hereby amended and
restated in its entirety to read as follows:
"The Company shall issue a press release with respect to any Repurchase
Event and each Repurchase Date and shall use commercially reasonable
efforts to have such press release available on Bloomberg Business News
(i) no later than the date of mailing of such Company Notice, with
respect to any such Repurchase Event, and (ii) no later than sixty (60)
calendar days prior to each Repurchase Date."
4. Amendment to Note. In each place in the Notes and the Form of Note
where the dates "March 26, 2011, March 26, 2016 and March 26, 2021" appear, such
reference and dates shall be changed to "March 26, 2011, March 26, 2015, March
26, 2016, March 26, 2019, March 26, 2021 and March 26, 2023".
5. Concerning the Trustee. The Trustee accepts the amendment of the
Indenture effected by this Supplemental Indenture and agrees to execute the
trust created by the Indenture, as supplemented by this Supplemental Indenture,
but only upon the terms and conditions set forth in the Indenture, as
supplemented by this Supplemental Indenture, to which the parties hereto and the
Holders of the Notes agree from time to time and, except as expressly set forth
in the Indenture, shall incur no liability or responsibility in respect thereof.
Without limiting the generality of the foregoing, the Trustee assumes no
responsibility for the correctness of the recitals herein contained, which shall
be taken as the statements of the Company. The Trustee makes no representation
and shall have no responsibility as to the validity or sufficiency of this
Supplemental Indenture.
6. Miscellaneous.
(a) Except as hereby expressly amended, the Indenture is in all
respect ratified and confirmed and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.
(b) THE INTERNAL LAW OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WILL GOVERN AND
BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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 THEREBY.
(c) All agreements of the Company and the Guarantor in this
Supplemental Indenture shall bind each of its respective successors. All
agreements of the Trustee in this Supplemental Indenture shall bind its
successors.
(d) If and to the extent that any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision which is
required to be included herein or in the Indenture by the Trust Indenture Act of
1939, as amended, such required provision shall control.
(e) The titles and heading of the sections of this Supplemental
Indenture are for convenience only and shall not affect the construction hereof.
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(f) This Supplemental Indenture may be executed in counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
(g) In case any provision of this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof or of the Indenture shall not in any way be
affected or impaired thereby.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed all as of the date first above
written.
ELECTROGLAS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
ELECTROGLAS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Trustee
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Authorized Signatory
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