EXHIBIT 10.35
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of July 23, 1998, between
Details, Inc., a California corporation (the "Company"), Dynamic Circuits Inc.,
a Delaware corporation ("DCI"), Colorado Springs Circuits, Inc., a Colorado
corporation ("NTI"), Cuplex, Inc., a Delaware corporation ("Cuplex"), and State
Street Bank and Trust Company, a Massachusetts trust company, as trustee under
the Indenture hereinafter mentioned (the "Trustee").
Capitalized terms not defined herein shall have the meaning assigned to
such terms in the Existing Indenture (as defined below). DCI, NTI and Cuplex are
referred to herein as the "Guarantors".
WHEREAS, the Company heretofore executed and delivered to the Trustee an
indenture dated as of November 18, 1997 (the "Existing Indenture", and the
Existing Indenture, as it may from time to time be supplemented or amended by
one or more additional indentures supplemental thereto entered into pursuant to
the applicable provisions thereof, being hereinafter called the "Indenture"),
providing for the creation of and issuance of Detail's 10% Senior Subordinated
Notes due 2005 (the "Notes"); and
WHEREAS, Section 1018 of the Existing Indenture provides that the Company
will cause each Restricted Subsidiary created or acquired by the Company which
Guarantees the Bank Indebtedness to execute and deliver a Subsidiary Guarantee.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That, for and in consideration of the premises herein contained and in
order to comply with the terms of Section 1018 of the Existing Indenture,
pursuant to Section 901 of the Existing Indenture, the Company and the
Guarantors agree with the Trustee as follows:
1. Amendment of Existing Indenture
1.1 Addition of Guarantors as Parties. The Existing Indenture is hereby
amended to add each of the Guarantors as parties thereto solely for the purpose
of providing the Subsidiary Guarantee set forth in Section 1.2 below.
1.2 Article 14. The Existing Indenture is hereby amended to add a new
Article 14 as follows:
ARTICLE FOURTEEN. EXISTING SUBSIDIARY GUARANTORS
SECTION 1401. Pursuant to Section 1018 of this Indenture and subject to
Sections 1402 and 1403 hereof, each of Dynamic Circuits Inc., Colorado Springs
Circuits, Inc., and Cuplex, Inc. (collectively the "Existing Subsidiary
Guarantors") hereby unconditionally Guarantee (but subject to the limitations
and provisions set forth in Section 1018 hereof) on a joint and several basis,
the full and prompt payment of the principal of, premium, if any and interest on
Notes on a
senior subordinated basis for so long as such Restricted Subsidiary Guarantees
the Bank Indebtedness.
SECTION 1402. The Subsidiary Guarantees provided by Cuplex, Inc. and
Dynamic Circuits Inc. in Section 1401 hereof shall not be effective until July
24, 1998.
SECTION 1403. The Subsidiary Guarantees provided in Section 1401 hereof
are subject to the provisions of Section 1018 hereof, including without
limitation, the limitations on the obligations of the Subsidiary Guarantors set
forth therein.
1.3 Amendment of Section 202. Pursuant to Sections 906 of the Existing
Indenture, Section 202 of the Existing Indenture is hereby amended by adding the
following to the end thereof:
Discount Notes issued after July 23, 1998 shall bear the following legend:
EACH OF DYNAMIC CIRCUITS INC., COLORADO SPRINGS CIRCUITS, INC., AND
CUPLEX, INC. HAVE PROVIDED A SUBSIDIARY GUARANTEE WITH RESPECT TO THE
NOTES PURSUANT TO A SUPPLEMENTAL INDENTURE DATED AS OF JULY 23, 1998.
2. Privileges and Immunities of Trustee.
The Trustee accepts the amendment of the Indenture effected by this First
Supplemental Indenture but only upon the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended. The
Trustee shall not be responsible for the adequacy or sufficiency of the First
Supplemental Indenture, for the due execution thereof by the Company and the
Guarantors or for the recitals contained herein, which are the Company's and the
Guarantors' responsibilities.
3. Miscellaneous Provisions
3.1 Instruments to be Read Together. This First Supplemental Indenture is
an indenture supplemental to and in implementation of the Existing Indenture,
and said Existing Indenture and this First Supplemental Indenture shall
henceforth be read together.
3.2 Confirmation. The Existing Indenture as amended and supplemented by
this First Supplemental Indenture is in all respects confirmed and preserved.
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3.3 Counterparts. This First Supplemental Indenture may be signed in any
number of counterparts each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
3.4 Governing Law. This First Supplemental Indenture shall be governed by,
and be construed in accordance with, the laws of the State of New York excluding
(to the greatest extent permissible by law) any rule of law that would cause the
application of the laws of any jurisdiction other than the state of New York.
Each of the parties hereto agrees to submit to the jurisdiction of the courts of
the state of New York and the U.S. federal courts, in each case sitting in the
borough of Manhattan, and waives any objection as to venue or forum non
conveniens.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the day and year first above written.
DETAILS, INC.
By: /s/ Xxxxx X. XxXxxxxx
--------------------------------
Name: Xxxxx X. XxXxxxxx
Title: President
ATTEST:
/s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
DYNAMIC CIRCUITS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Secretary
CUPLEX, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Secretary
COLORADO SPRINGS CIRCUITS, INC.
By: /s/ Xxxxx X. XxXxxxxx
--------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
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STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxx X. Xxxxxxxx, Xx.
--------------------------------
Name: Xxxx X. Xxxxxxxx, Xx.
Title: Vice President
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