ACTUANT CORPORATION 2% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2004 • Actuant Corp • Misc industrial & commercial machinery & equipment • New York
Actuant Corporation, a Wisconsin corporation (the “Company”), proposes to issue and sell to Wachovia Capital Markets, LLC and Goldman, Sachs & Co. (the “Initial Purchasers”), upon the terms set forth in a purchase agreement among the Company and each of the subsidiaries of the Company as listed on Schedule A hereto (each a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Companies”) and the Initial Purchasers dated as of November 5, 2003 (the “Purchase Agreement”), $125,000,000 aggregate principal amount, plus an option (the “Option”) to purchase up to an additional $25,000,000 aggregate principal amount, of its 2% Convertible Senior Subordinated Debentures due 2023 (the “Debentures”). The Debentures will be issued pursuant to an Indenture, dated as of November 10, 2003 (the “Indenture”), among the Company, the Guarantors, as guarantors, and U.S. Bank National Association, trustee (the “Trustee”). The obligations of the Company under the Debentures a
FIRST SUPPLEMENTAL INDENTURE Dated as of January 14, 2004 to that certain INDENTURE Dated as of August 1, 2000 by and among ACTUANT CORPORATION, as Issuer THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Guarantors and as Trustee Relating to the Issuer’s...Supplemental Indenture • January 14th, 2004 • Actuant Corp • Misc industrial & commercial machinery & equipment • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplement”) is hereby executed this 14th day of January, 2004 (the “Supplement Effective Date”) by and among Actuant Corporation, a Wisconsin corporation (the “Company”), the Subsidiary Guarantors named herein (collectively, the “Subsidiary Guarantors”) and J.P. Morgan Trust Company, National Association, a national banking association, as successor trustee to Bank One Trust Company, N.A.(the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture (as hereinafter defined).
ACTUANT CORPORATION, THE GUARANTORS PARTIES HERETO and U.S. BANK NATIONAL ASSOCIATION TRUSTEE 2% Convertible Senior Subordinated Debentures due 2023Indenture • January 14th, 2004 • Actuant Corp • Misc industrial & commercial machinery & equipment • New York
THIS INDENTURE dated as of November 10, 2003 is among Actuant Corporation, a corporation duly organized under the laws of the State of Wisconsin (the “Company”), the Guarantors (as defined below) and U.S. Bank National Association, a national banking organization, not individually, but solely in its capacity as trustee (in such capacity, together with any successor, the “Trustee”).
