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EXHIBIT 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
August 29, 2000, among Oxford Automotive, Inc., a Michigan corporation (the
"Company"), the Subsidiary Guarantors (the "Subsidiary Guarantors") under the
Indenture referred to below, and U.S. Bank Trust National Association, a
national banking association, as trustee under the Indenture referred to below
(the "Trustee").
WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of December 1, 1998, providing for the issuance of an
aggregate principal amount of $250,000,000 of 10 1/8% Senior Subordinated Notes
Due 2007 (the "Securities");
WHEREAS pursuant to Section 9.2 of the Indenture, the Trustee, the
Company and the Subsidiary Guarantors may, with the consent of the Holders (as
defined in the Indenture) of at least a majority in principal amount of the
Securities outstanding, execute and deliver this Supplemental Indenture for the
purpose of amending, modifying or changing certain provisions of the Indenture;
WHEREAS the Company and the Subsidiary Guarantors desire to amend or
eliminate certain provisions of the Indenture as hereinafter set forth; and
WHEREAS all acts and things necessary to amend the Indenture as
described above and to make this Supplemental Indenture a valid agreement of the
Company and the Subsidiary Guarantors, in accordance with its terms, have been
completed.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Securities as follows:
1. Definitions.
(a) Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
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2. Amendment to Indenture. The following sections of the Indenture are
modified as follows:
(a) The following definition is hereby added to Section 1.1 of
the Indenture:
"Domestic Subsidiary" means any Restricted Subsidiary of the
Company organized under the laws of any state of the United
States of America or the District of Columbia.
(b) Section 4.14 of the Indenture is amended and restated to read as
follows:
SECTION 4.14. Future Guarantors. The Company shall cause (a) each
Domestic Subsidiary that at any time becomes an obligor or guarantor
with respect to any Obligations under one or more Bank Credit
Agreements and (b) each other Restricted Subsidiary that guarantees
the Obligations of the Company or any Domestic Subsidiary under one
or more Bank Credit Agreements to execute and deliver to the Trustee
a supplemental indenture pursuant to which such Domestic Subsidiary
or Restricted Subsidiary will Guarantee payment of the Securities on
the same terms and conditions as those set forth in this Indenture.
Each Subsidiary Guaranty will be limited in amount to an amount not
to exceed the maximum amount that can be Guaranteed by the
applicable Subsidiary Guarantor without rendering such Subsidiary
Guaranty voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.
(c) Section 11.6 of the Indenture is amended and restated to read as
follows:
SECTION 11.6. Release of Subsidiary Guarantor. A Subsidiary
Guarantor may, by execution and delivery to the Trustee of a
supplemental indenture satisfactory to the Trustee, be released from
its Guarantee either: (a) upon the sale of all of its Capital Stock,
or all or substantially all of the assets of the applicable
Subsidiary Guarantor, to any Person that is not a Subsidiary of the
Company, if such sale is made in compliance with this Indenture or
(b) upon the release of (i) if such Subsidiary Guarantor is a
Domestic Subsidiary, its Obligations or Guarantees under all Bank
Credit Agreements or (ii) such Subsidiary Guarantor's Guarantee of
the Obligations of the Company or any of the Company's Domestic
Subsidiaries under all Bank Credit Agreements.
3. Removal of Subsidiary Guarantees. In accordance with the provisions
of Section 11.5 and Section 11.6(b)(ii), as set forth above, of the Indenture,
each of BMG Holdings Inc., an Ontario corporation ("Holdings"), BMG North
America Limited, an Ontario corporation ("BMG"), and Oxford Suspension Ltd., an
Ontario corporation ("Suspension," and together with
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Holdings and BMG, the "Existing Canadian Subsidiaries") shall be released and
discharged from the terms and conditions of Article 11 of the Indenture and
shall no longer be considered to be Subsidiary Guarantors for purposes of the
Indenture. From and after the date hereof, each Existing Canadian Subsidiary
shall no longer be a Subsidiary Guarantor for all purposes under the Indenture
and the Securities.
4. Effective Time. The amendments to the Indenture set forth in this
Supplemental Indenture shall only become effective upon the execution and
delivery of this Supplemental Indenture by the Company, the Subsidiary
Guarantors, and the Trustee.
5. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 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 THEREBY.
7. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
8. 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.
9. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
OXFORD AUTOMOTIVE, INC.
By: /s/ Aurelian Bukatko
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Name: Aurelian Bukatko
Title: Sr. Vice President-Chief
Financial Officer
SUBSIDIARY GUARANTORS:
BMG NORTH AMERICA LIMITED
LOBDELL EMERY CORPORATION
WINCHESTER FABRICATION CORPORATION
CREATIVE FABRICATION CORPORATION
PARALLEL GROUP INTERNATIONAL, INC.
CONCEPT MANAGEMENT CORPORATION
LEWIS EMERY CAPITAL CORPORATION
BMG HOLDINGS, INC.
HOWELL INDUSTRIES, INC.
RPI HOLDINGS, INC.
RPI, INC.
PRUDENVILLE MANUFACTURING, INC.
OXFORD SUSPENSION, INC.
OXFORD SUSPENSION LTD.
OASP, INC.
OASP II, INC.
CE TECHNOLOGIES, INC.
TOOL AND ENGINEERING COMPANY
By: /s/ Aurelian Bukatko
--------------------------------
Name: Aurelian Bukatko
Title: Vice President-Chief
Financial Officer
LASERWELD INTERNATIONAL, L.L.C.
By: Lobdell Emery Corporation, its
sole member
By: /s/ Aurelian Bukatko
--------------------------------
Name: Aurelian Bukatko
Title: Vice President-Chief
Financial Officer
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U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By: /s/ Michael T. Goodwin
---------------------------------
Name: Michael T. Goodwin
Title: Assistant Vice President
