EX-4.1


 


Execution Version


 


FIRST SUPPLEMENTAL INDENTURE


 


This
First Supplemental Indenture, dated as of November 29, 2010 (this “Supplemental
Indenture”), among ACCURIDE CORPORATION, a Delaware corporation (together
with its successors and assigns, the “Company”), the Company’s domestic
subsidiaries, each named in the signature pages hereto (each, a “Guarantor”
and, collectively, the “Guarantors”) and WILMINGTON TRUST FSB, as
trustee (together with its successors and assigns, in such capacity, the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS,
the Company, the Guarantors and the Trustee have executed and delivered the
Indenture, dated as of February 26, 2010 (as amended, supplemented, waived
or otherwise modified, the “Indenture”), providing for the issuance of
the Company’s 7.5% Senior Convertible Notes due 2020;


 


WHEREAS,
there are now outstanding under the Indenture, Notes in the aggregate principal
amount of $145,250,001;


 


WHEREAS,
Section 902 of the Indenture provides that the Company and the
Trustee may, with the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding (the “Requisite
Consents”), enter into a supplemental indenture for the purpose of amending
the provisions of the Indenture and the Notes listed herein;


 


WHEREAS,
pursuant to Section 1404 of the Indenture, the Company has offered to
increase the Conversion Rate for Holders of Notes who surrender their Notes for
conversion into shares of our common stock and deliver consents to the proposed
amendments to the Indenture set forth below in Article I (the “Amendments”)
in accordance with the terms and subject to the conditions described in an
amended and restated offer to convert and consent solicitation/prospectus and
related letter of transmittal and consent, dated as of November 19, 2010,
as amended and supplemented from time to time (the “Conversion Offer and
Consent Solicitation”);


 


WHEREAS,
the Company has solicited consents to the Amendments from each Holder of Notes;


 


WHEREAS,
the Amendments require the consent of at least a majority in aggregate
principal amount of the Outstanding Notes, and the Company has received and
delivered to the Trustee the Requisite Consents to effect the Amendments;


 


WHEREAS,
the Company and the Guarantors have been authorized by resolutions of their
respective boards of directors, board of managers or other governing body, as
applicable, to


 

















 


enter
into this Supplemental Indenture and have requested that the Trustee join the
Company and the Guarantors in the execution of this Supplemental Indenture; and


 


WHEREAS,
all other acts and proceedings required by law, by the Indenture and by the
certificate of incorporation and by-laws, or other governing documents, as
applicable, of the Company and the Guarantors to make this Supplemental
Indenture a valid and binding agreement for the purposes expressed herein, in
accordance with its terms, have been duly done and performed.


 


NOW,
THEREFORE, in consideration of the premises and the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Company, the Guarantors and the Trustee
hereby agree as follows:


 


ARTICLE I


 


AMENDMENTS TO THE INDENTURE


 


Section 1.1                                      Amendments to the Indenture.  Upon written notification to the Trustee by
the Company on November 29, 2010 (the “Settlement Date”) that the
Company has received the Requisite Consents approving the Amendments pursuant
to the Conversion Offer and Consent Solicitation at or prior to the expiration
date (as defined in the Conversion Offer and Consent Solicitation) in
accordance with the terms and conditions of the Conversion Offer and Consent
Solicitation (without further act by any Person):


 


(a)                                  the Company
shall be released from its obligations under the following sections of the
Indenture, which are hereby deleted in their entirety and, in the case of each
such section, replaced with the phrase “[Intentionally Omitted]” (and the form
of Note shall be amended to reflect such deletions): Section 1005 (Payment
of Taxes and Other Claims); Section 1006 (Maintenance of Properties); Section 1007
(Additional Interest Notice); Section 1008 (Compliance with Laws); Section 1009
(Limitation on Restricted Payments); Section 1010 (Limitation on Incurrence
of Indebtedness and Issuance of Disqualified Stock); Section 1011
(Limitation on Liens); Section 1012 (Limitation on Transactions with
Affiliates); Section 1013 (Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries); Section 1014 (Limitation on
Guarantees of Indebtedness by Restricted Subsidiaries); Section 1017
(Limitation on Sales of Assets); Section 1018 (Statement by Officers as to
Default); and Section 1108 (Offer to Purchase by Application of Excess
Proceeds);


 


(b)                                 failure to
comply with the terms of any of the foregoing sections of the Indenture shall
no longer constitute a Default or an Event of Default under the Indenture and
shall no longer have any other consequence under the Indenture;


 


(c)                                  Sections
401(2), (3) and (4) of the Indenture are hereby deleted in their
entirety and replaced with the phrase “[Intentionally Omitted]”;


 


(d)                                 the occurrence
of the events described in Sections 501(v), (vi), (vii), (viii) and (ix) of
the Indenture shall no longer constitute Events of Default, and each such
subsection is hereby deleted in its entirety and replaced with the phrase “[Intentionally
Omitted]”;


 

















 


(e)                                  Sections 801(iii) and
(iv) of the Indenture are hereby deleted in their entirety and replaced
with the phrase “[Intentionally Omitted]”;


 


(f)                                    Section 802(b) of
the Indenture is hereby deleted in its entirety and replaced with the phrase “[Intentionally
Omitted]”;


 


(g)                                 Section 1019
of the Indenture is hereby replaced in its entirety with the following:


 


“SECTION 1019.
COMMISSION REPORTS AND REPORTS TO HOLDERS.


 


The Company and each Guarantor (to the extent that such Guarantor is so
required under the TIA) shall at all times comply with
Section 314(a) of the TIA.”


 


(h)                                 Sections
1304(ii), (iii), (iv), (v), (vi) and (vii) of the Indenture are
hereby deleted in their entirety and replaced with the phrase “[Intentionally
Omitted]”, and any other conditions limiting a legal defeasance or a covenant
defeasance set forth in the Indenture or the Notes (other than Section 1304(i) of
the Indenture) are hereby deleted;


 


(i)                                     all definitions
set forth in Section 101 of the Indenture that relate to defined terms
used solely in covenants or sections deleted by this Supplemental Indenture
shall be deleted in their entirety, all references to sections of the Indenture
that are used exclusively in the text of the Indenture that are being otherwise
eliminated by this Supplemental Indenture shall be deleted in their entirety,
and such definitions and references shall be of no further force and effect; and


 


(j)                                     The first
paragraph of Section 5 (Redemption) of each Note (and the form of Note) is
hereby replaced in its entirety with the following:


 


“Optional Redemption.  The
Notes shall be redeemable by the Company, in whole or in part, at any time, at
a price equal to 100% of the principal amount of the Notes to be redeemed,
plus, except as described below, any accrued and unpaid interest, Special
Interest, if any, up to the Redemption Date.”


 


ARTICLE II


 


MISCELLANEOUS


 


Section 2.1                                      Instruments To Be Read Together.  This Supplemental Indenture is executed as
and shall constitute an indenture supplemental to the Indenture, and said
Indenture and this Supplemental Indenture shall henceforth be read together.


 


Section 2.2                                      Confirmation.  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 Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.


 

















 


Section 2.3                                      Terms Defined.  
Capitalized terms used in this Supplemental Indenture and not otherwise
defined herein shall have the meanings assigned to such terms in the
Indenture.  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.


 


Section 2.4                                      Trust Indenture Act Controls.  If any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision that is
required to be included in this Supplemental Indenture or the Indenture by the
Trust Indenture Act of 1939, as amended, as in force at the date that this
Supplemental Indenture is executed, the provisions required by the Trust
Indenture Act of 1939, as amended, shall control.


 


Section 2.5                                      Headings. 
The headings of the Articles and Sections of this Supplemental
Indenture are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


 


Section 2.6                                      Governing Law.  This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


Section 2.7                                      Counterparts.  The parties
hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same
agreement.


 


Section 2.8                                      Effectiveness; Termination.  The provisions of this Supplemental Indenture
will take effect immediately upon its execution and delivery by the Trustee in
accordance with the provisions of Sections 902 and 903 of the Indenture,
provided that the Conversion Offer and Consent Solicitation has been completed.


 


Section 2.9                                      Acceptance by
Trustee.  The Trustee accepts the
amendments to the Indenture effected by this Supplemental Indenture and agrees
to execute the trusts created by the Indenture as hereby amended, but only upon
the terms and conditions set forth in the Indenture.  In entering into this Supplemental Indenture,
the Trustee shall be entitled to the benefit of every provision of the
Indenture relating to the conduct or affecting the liability or affording protection
to the Trustee, whether or not elsewhere herein so provided.


 


Section 2.10                                Responsibility
of Trustee.  The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.  The recitals and statements
herein are deemed to be those of the Company and not of the Trustee and the
Trustee assumes no responsibility for the correctness thereof.


 


Section 2.11                                Endorsement and
Change of Form of Notes.  Any Notes authenticated and delivered after
the close of business on the date that this Supplemental Indenture becomes
effective may be affixed to, stamped, imprinted or otherwise legended by the
Trustee, with a notation as follows:


 


“Effective as of November 29, 2010, certain optional redemption
provisions, restrictive covenants of the Company and certain of the Events of
Default and other


 

















 


provisions
have been deleted or modified, as provided in the Supplemental Indenture, dated
as of November 29, 2010.  Reference
is hereby made to such Supplemental Indenture, copies of which are on file with
the Trustee, for a description of the amendments made therein.”


 


[Signature Page Follows]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed, all as of the date first written above.


 


	
   

  	
  ACCURIDE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A.
  Martin

  
	
   

  	
   

  	
  Name:

  	
  Stephen A.
  Martin

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President/General Counsel

  
	
   

  	
   

  
	
   

  	
  Guarantors:

  
	
   

  	
   

  
	
   

  	
  ACCURIDE
  CUYAHOGA FALLS, INC.

  
	
   

  	
  ACCURIDE
  HENDERSON LIMITED LIABILITY COMPANY

  
	
   

  	
  ACCURIDE
  DISTRIBUTING, LLC

  
	
   

  	
  ACCURIDE EMI,
  LLC

  
	
   

  	
  AOT INC.

  
	
   

  	
  BOSTROM HOLDINGS, INC.

  
	
   

  	
  BOSTROM
  SEATING, INC.

  
	
   

  	
  BOSTROM
  SPECIALTY SEATING, INC.

  
	
   

  	
  BRILLION IRON
  WORKS, INC.

  
	
   

  	
  ERIE LAND
  HOLDING, INC.

  
	
   

  	
  FABCO AUTOMOTIVE
  CORPORATION

  
	
   

  	
  GUNITE
  CORPORATION

  
	
   

  	
  IMPERIAL GROUP
  HOLDING CORP. – 1

  
	
   

  	
  IMPERIAL GROUP
  HOLDING CORP. – 2

  
	
   

  	
  JAII MANAGEMENT
  COMPANY

  
	
   

  	
  TRANSPORTATION
  TECHNOLOGIES INDUSTRIES, INC.

  
	
   

  	
  TRUCK COMPONENTS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A.
  Martin

  
	
   

  	
   

  	
  Name:

  	
  Stephen A. Martin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 


Signature Page to Supplemental Indenture


 

















 


	
   

  	
  AKW GENERAL PARTNER L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: Accuride
  Corporation, as Sole Member

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A.
  Martin

  
	
   

  	
   

  	
  Name:

  	
  Stephen A.
  Martin

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President/General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCURIDE ERIE L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  AKW General Partner L.L.C., as General Partner

  
	
   

  	
   

  
	
   

  	
  By:
  Accuride Corporation, as Sole Member

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A.
  Martin

  
	
   

  	
   

  	
  Name:

  	
  Stephen A.
  Martin

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President/General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IMPERIAL
  GROUP, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  Imperial Group Holding Corp. — 1, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A. Martin

  
	
   

  	
   

  	
  Name:

  	
  Stephen A. Martin

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 


Signature Page to Supplemental Indenture


 

















 


	
   

  	
  WILMINGTON
  TRUST FSB, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jane Schweiger

  
	
   

  	
   

  	
  Name:

  	
  Jane Schweiger

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Signature Page to Supplemental Indenture