Exhibit
4.8


 


FOURTH
SUPPLEMENTAL INDENTURE


 


 


FOURTH  SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of February 28, 2008, among Dew
Technologies, Inc., an Ohio corporation (the “Guaranteeing
Subsidiary”), an indirect subsidiary of TriMas Corporation (or its
permitted successor), a Delaware corporation (the “Company”),
the Company, the other Guarantors (as defined in the Indenture referred to
herein) and The Bank of New York, as trustee under the Indenture referred to
below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an Indenture (the “Indenture”),
dated as of June 6, 2002 pursuant to which $437,773,000 aggregate
principal amount of 9 7/8% Senior Subordinated Notes due 2012 (the “Notes”) were issued and $[   ] aggregate
principal amount of the Notes remain outstanding on the date hereof;


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 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 Guaranteeing 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 Guaranteeing
Subsidiary hereby agrees as follows:


 


(a)           Along with all Guarantors named in
the Indenture, to jointly and severally Guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, the Notes or the obligations of the Company hereunder
or thereunder, that:


 


(i)            the principal of, and premium and
Liquidated Damages, if any, and interest on the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and


 


 

















 


(ii)           in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.  Failing payment when due
of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately.


 


(b)           The obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Notes or the Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor.


 


(c)           The following is hereby waived:  diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever.


 


(d)           This Note Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations
of a Guarantor under the Indenture.


 


(e)           If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantors, or
any custodian, trustee, liquidator or other similar official acting in relation
to either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Note Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.


 


(f)            The Guaranteeing Subsidiary shall
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.


 


(g)           As between the Guarantors, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article 6
of the Indenture for the purposes of this Note Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6
of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Note
Guarantee.


 


(h)           The Guarantors shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the Note Guarantee.


 


 


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(i)            Pursuant to Section 10.02 of
the Indenture, after giving effect to any maximum amount and all other
contingent and fixed liabilities that are relevant under any applicable
Bankruptcy or fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article 10 of the Indenture, this new Note Guarantee shall
be limited to the maximum amount permissible such that the obligations of such
Guarantor under this Note Guarantee will not constitute a fraudulent transfer
or conveyance.


 


3.             EXECUTION
AND DELIVERY.  Each Guaranteeing
Subsidiary agrees that the Note Guarantees shall remain in full force and
effect notwithstanding any failure to endorse on each Note a notation of such
Note Guarantee.


 


4.             GUARANTEEING SUBSIDIARY MAY CONSOLIDATE,
ETC. ON CERTAIN TERMS.


 


(a)           The Guaranteeing Subsidiary may not
sell or otherwise dispose of all substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor
unless:


 


(i)            immediately after giving effect to
such transaction, no Default or Event of Default exists; and


 


(ii)           either (A) subject to Sections
11.04 and 11.05 of the Indenture, the Person acquiring the property in any such
sale or disposition or the Person formed by or surviving any such consolidation
or merger unconditionally assumes all the obligations of that Guarantor,
pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee, under the Notes, the Indenture and the Note
Guarantee on the terms set forth herein or therein; or (B) the Net
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of the Indenture, including without limitation, Section 4.10
thereof.


 


(b)           In case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of the
Indenture to be performed by the Guarantor, such successor Person shall succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor.  Such
successor Person thereupon may cause to be signed any or all of the Note
Guarantees to be endorsed upon all of the Notes issuable under the Indenture
which theretofore shall not have been signed by the Company and delivered to
the Trustee.  All the Note Guarantees so
issued shall in all respects have the same legal rank and benefit under the
Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of the Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.


 


 


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(c)           Except as set forth in Articles 4 and
5 and Section 11.05 of Article 11 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in the
Indenture or in any of the Notes shall prevent any consolidation or merger of a
Guarantor with or into the Company or another Guarantor, or shall prevent any
sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.


 


5.             RELEASES.


 


(a)           In the event of any sale or other
disposition of all or substantially all of the assets of any Guarantor, by way
of merger, consolidation or otherwise, or a sale or other disposition of all of
the capital stock of any Guarantor, in each case to a Person that is not
(either before or after giving effect to such transaction) a Restricted
Subsidiary of the Company, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the
capital stock of such Guarantor) or the corporation acquiring the property (in
the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor) will be released and relieved of any obligations
under its Note Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of the Indenture, including without limitation Section 4.10
of the Indenture.  Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Company in
accordance with the provisions of the Indenture, including without limitation Section 4.10
of the Indenture, the Trustee shall execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under
its Note Guarantee.


 


(b)           Any
Guarantor not released from its obligations under its Note Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and
for the other obligations of any Guarantor under the Indenture as provided in Article 11
of the Indenture.


 


6.             NO
RECOURSE AGAINST OTHERS.  No past,
present or future director, officer, employee, incorporator, stockholder or
agent of the Guaranteeing Subsidiary, as such, shall have any liability for any
obligations of the Company or any Guaranteeing Subsidiary under the Notes, any
Note Guarantees, 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 the 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.


 


7.             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 THEREBY.


 


 


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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 hereof.


 


10.           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 Guaranteeing
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:  February 28, 2008


 


	
   

  	
  Dew Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Zalupski

  
	
   

  	
   

  	
  Name:

  	
  Robert J. Zalupski

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TriMas Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. R. Autry

  
	
   

  	
   

  	
  Name:

  	
  E. R. Autry

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 


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  EXISTING GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  Arrow Engine Company

  
	
   

  	
  Cequent Towing Products, Inc.

  
	
   

  	
  Cequent Trailer Products, Inc.

  
	
   

  	
  Cequent Electrical Products, Inc.

  
	
   

  	
  Commonwealth Disposition LLC

  
	
   

  	
  Compac Corporation

  
	
   

  	
  HammerBlow Acquisition Corp

  
	
   

  	
  The HammerBlow Corporation

  
	
   

  	
  HammerBlow LLC

  
	
   

  	
  Hi-Vol Products LLC

  
	
   

  	
  Hidden Hitch Acquisition Company

  
	
   

  	
  Highland Group Corporation

  
	
   

  	
  Hitch ‘N Post, Inc.

  
	
   

  	
  K.S. Disposition, Inc.

  
	
   

  	
  Keo Cutters, Inc.

  
	
   

  	
  Lake Erie Screw Corporation

  
	
   

  	
  Lamons Gasket Company

  
	
   

  	
  Monogram Aerospace Fasteners, Inc.

  
	
   

  	
  NI Foreign Military Sales Corp.

  
	
   

  	
  NI Industries, Inc.

  
	
   

  	
  NI West, Inc.

  
	
   

  	
  Norris Cylinder Company

  
	
   

  	
  Richards Micro-Tool, Inc.

  
	
   

  	
  Rieke Corporation

  
	
   

  	
  Rieke Leasing Co., Incorporated

  
	
   

  	
  Rieke of Mexico, Inc.

  
	
   

  	
  TriMas Company LLC

  
	
   

  	
  TriMas Fasteners, Inc.

  
	
   

  	
  TriMas Services Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Zalupski

  
	
   

  	
   

  	
  Name: 

  	
  Robert J. Zalupski

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  



 


 


 


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  The Bank of New York,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy Finkelstein

  
	
   

  	
   

  	
  Authorized Signatory

  



 


 


 


 


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