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EXHIBIT 4.3.4
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture (the "Supplemental Indenture") to the
Indenture, dated as of July 1, 1997, as amended by the First Amendment to
Indenture and the Second Amendment to Indenture, each dated as of May 27, 1999,
ans as supplemented by the First Supplemental Indenture, dated as of May 27,
1999 (the "Indenture"), by and among Venture Holdings Trust, a grantor trust
organized under the laws of Michigan (the "Trust"), Vemco, Inc., Vemco Leasing,
Inc., Venture Industries Corporation, Venture Holdings Corporation, Venture
Leasing Company, Venture Mold & Engineering Corporation, and Venture Service
Company, each a Michigan corporation (each an "Issuer" and, together with the
Trust, the "Issuers") and The Huntington National Bank, a national banking
association, as Trustee (the "Trustee") is made as of the 27th day of May, 1999
by and among the Issuers, Venture Holdings Company LLC, a Michigan limited
liability company, and the Trustee.
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee
the Indenture, which relates to the Issuers 9-1/2% Senior Notes due 2005 (the
"Notes"); and
WHEREAS, Section 5.1 of the Indenture permits the Trust to make a Trust
Contribution and, pursuant to the terms of a Trust Contribution Agreement (the
"Contribution Agreement"), dated as of the date hereof, the Trust has made a
Trust Contribution by contributing all of the Equity Interests of the
Subsidiaries (other than the Equity Interests in Venture Holdings Company LLC,
the Subsidiary that received such contribution) held by it to Venture Holdings
Company LLC, a Michigan limited liability company, all as more particularly set
forth in the Contribution Agreement; and
WHEREAS, Venture Holdings Company LLC intends to assume all the obligations
of the Trust under the Notes and the Indenture; and
WHEREAS, pursuant to Section 5.2 of the Indenture, from and after the date
hereof Venture Holdings Company LLC shall succeed to, and be substituted for (so
that the provisions referring to the "Trust" shall refer instead to Venture
Holdings Company LLC and not Venture Holdings Trust), and may exercise every
right and power of the Trust under the Indenture with the same effect as if
Venture Holdings Company LLC had been named in the Indenture as an Issuer, and
the Trust shall be released from the obligations under the Notes and the
Indenture except with respect to any obligations that arise from, or are related
to, the Trust Contribution; and
WHEREAS, pursuant to Sections and 9.1(4) of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the forgoing, each of the Issuers,
Venture Holdings Company LLC and the Trustee mutually covenant and agree as
follows:
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i. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
ii. Agreement to Assume Obligations. Venture Holdings Company
LLC hereby agrees to assume all the obligations of the Trust
under the Notes and the Indenture and to be bound by all other
applicable provisions of the Indenture.
iii. Trust Obligations. The Trust shall be relieved of all
obligations under the Notes and the Indenture except with respect
to any obligations that arise from, or are related to, the Trust
Contribution.
iv. Governing Law. The internal laws of the State of New York
shall govern this Supplemental Indenture, without regard to the
conflict of laws provisions thereof.
vi. Counterparts. This Supplemental Indenture may be executed
in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.
vi. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
vii. 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 Issuers, Venture Holdings Company LLC and the
Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
VENTURE HOLDINGS TRUST
VEMCO, INC.
VEMCO LEASING, INC.
VENTURE INDUSTRIES CORPORATION
VENTURE HOLDINGS CORPORATION
VENTURE LEASING COMPANY
VENTURE MOLD & ENGINEERING
CORPORATION
VENTURE SERVICE COMPANY
VENTURE HOLDINGS COMPANY LLC
By: /s/ MICHAEL G. TORAKIS
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Michael G. Torakis, President
THE HUNTINGTON NATIONAL BANK
By: /s/ RUTH F. SOWERS
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Authorized Signer