Exhibit 4.1.1
FIRST SUPPLEMENTAL INDENTURE
     This First Supplemental Indenture, dated as of January 17, 2000, is between DAYTON SUPERIORCORPORATION, an Ohio corporation (the “Company”), and FIRSTAR BANK, N.A., as trustee (the“Trustee”).
WITNESSETH:
     WHEREAS, the Company and the Trustee entered into a Junior Convertible SubordinatedIndenture dated as of October 5, 1999 (the “Indenture”), authorizing the issuance of theCompany’s 10% Convertible Subordinated Debentures due September 30, 2029 (the “Debentures”);
     WHEREAS, Section 9.1 of the Indenture permits the Company and the Trustee to enter intoone or more indentures supplemental to the Indenture for the purpose of curing anyambiguity, correcting or supplementing any provision in the Indenture that may beinconsistent with any other provision in the Indenture, or making any other provisions withrespect to matters or questions arising under the Indenture, so long as any such action doesnot materially adversely affect the interest of the holders of the Debentures and, for solong as any of the preferred securities of Dayton Superior Capital Trust are outstanding,the holders of such preferred securities; and
     WHEREAS, the Company desires to clarify the provisions of the Indenture relating to theconversion features of the Debentures in the event of certain merger, reclassifications andother transactions involving the Company, and such clarifying language does not materiallyadversely affect the interest of the holders of the Debentures or the holders of thepreferred securities of Dayton Superior Capital Trust;
     NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein containedand contained in the Indenture, the Company and the Trustee agree as follows:
     SECTION 1. Section 13.5(a) of the Indenture is hereby amended in its entirety to read asfollows:
     “(a) In the event that the Company is a party to any transaction (including, withoutlimitation, a merger other than a merger that does not result in a reclassification,conversion, exchange or cancellation of Common Stock), consolidation, sale of all orsubstantially all of the assets of the Company, recapitalization or reclassification ofCommon Stock (other than a change in par value, or from par value to no par value, or fromno par value to par value or as a result of a subdivision or combination of Common Stock) orany compulsory share exchange (each of the foregoing being referred to as a “TRANSACTION”),in each case, as a result of which shares of Common Stock shall be converted into the rightto receive, or shall be exchanged for, (i) in the case of any Transaction other than aTransaction involving a Common Stock Fundamental Change (and subject to funds being legallyavailable for such purpose under applicable law and the time
 

 

of such conversion), securities, cash or other property, each Debenture shallthereafter be convertible into the kind and amount of securities, cash and other propertyreceivable upon the consummation of such Transaction by a holder of that number of shares ofCommon Stock into which a Debenture was convertible immediately prior to such Transaction,or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, commonstock, each Debenture shall thereafter be convertible (in the manner described herein) intocommon stock of the kind received by holders of Common Stock (but in each case after givingeffect to any adjustment discussed in paragraphs (b) and (c) relating to a FundamentalChange if such Transaction constitutes a Fundamental Change). The holders of Debentures orPreferred Securities will have no voting rights with respect to any Transaction.”
     SECTION 2. This First Supplemental Indenture shall become effective on the date first setforth above.
     SECTION 3. Except as specifically amended hereby, all of the terms and conditions of theIndenture shall remain in full force and effect and unamended hereby. No reference to this FirstSupplemental Indenture need be made in any instrument or document at any time referring to theIndenture, a reference to the Indenture in any of such to be deemed to be reference to theIndenture as amended hereby. This First Supplemental Indenture may be executed in any number ofcounterparts and by separate parties hereto on separate counterparts, each of which when executedshall be deemed an original, but all such counterparts taken together shall constitute one and thesame instrument.
     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to beduly executed, and their respective seals to be hereunder affixed and attested, all as of the dayand year first written above.      DAYTON SUPERIOR CORPORATION