Supplemental Indenture
No. 2
to
Indenture dated as of October 31, 1997 as amended by
Supplemental Indenture No. 1 dated as of May 29, 1998
Re:
9 1/2% Senior Subordinated Notes due 2007
SUPPLEMENTAL INDENTURE No. 2, dated as of March 2, 1999 (this "Supplemental
Indenture"), among Stellex Industries, Inc., a Delaware corporation (the
"Company"), PMC Acquisition Corporation, a Delaware corporation ("PMC
Acquisition"), Phoenix Microwave, Ltd., a Delaware corporation ("Phoenix
Limited"), Phoenix Microwave Corporation, a Pennsylvania corporation (Phoenix
Microwave", and together with PMC Acquisition and Phoenix Limited, the "New
Subsidiary Guarantors"), the Subsidiary Guarantors (as defined below) and Marine
Midland Bank, a New York banking corporation and trust company, as trustee (the
"Trustee") to the Indenture dated as of October 31, 1997 as amended by
Supplemental Indenture No. 1 dated as of May 29, 1998 (the "Indenture") among
the Company, KII Holding Corp., a Delaware corporation, TSMD Acquisition Corp.,
a Delaware corporation, KII Acquisition Corp., a Delaware corporation, Stellex
Microwave Systems, Inc., a California corporation, Stellex Aerospace, a
California corporation, Paragon Precision Products, a California corporation,
Xxxxx Machining International, a California corporation, Scanning Electron
Analysis Laboratories, Inc., a California corporation, General Inspection
Laboratories, Inc., a California corporation, Stellex Aerospace Holdings, Inc.,
a Delaware corporation, Monitor Aerospace Corporation, a New York corporation,
Monitor Aerospace International Corp., a New York corporation, and Monitor
Marine Products Inc., a New York corporation (the "Subsidiary Guarantors"), and
the Trustee.
W I T N E S S E T H :
WHEREAS, Section 9.1 of the Indenture provides that the Company and the
Trustee may, among other things, amend the Indenture or the Securities without
notice to or consent of any Securityholder to add Guarantees with respect to the
Securities or to secure the Securities;
WHEREAS, Section 11.7 of the Indenture provides that any newly created or
acquired Subsidiary of the Company having either net assets or stockholders'
equity in excess of $50,000 (other than a Foreign Subsidiary or an Unrestricted
Subsidiary) must execute and deliver to the Trustee this Supplemental Indenture
pursuant to which such Subsidiary shall agree to be bound by the provisions of
Article XI of the Indenture; and
WHEREAS, the New Subsidiary Guarantors shall execute and deliver to the
Trustee this Supplemental Indenture.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used and not defined herein shall
have the meaning specified in or pursuant to the Indenture.
2. Guarantee. The New Subsidiary Guarantors hereby agree to
unconditionally assume all the obligations of Subsidiary Guarantors under
the Indenture as described therein.
3. Trustee. The Trustee accepts the modification of the Indenture
effected by this Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of
the foregoing, the Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of
the Company. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Supplemental
Indenture.
4. Effect on Indenture. As supplemented by this Supplemental
Indenture, the Indenture is hereby ratified and confirmed in all respects.
5. Counterparts. This Supplemental Indenture may be executed in
counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and
the same instrument.
6. Governing Law. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
PMC ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
PHOENIX MICROWAVE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
MARINE MIDLAND BANK, as Trustee
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
STELLEX INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
KII HOLDING CORP.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
TSMD ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
KII ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
STELLEX MICROWAVE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman
STELLEX AEROSPACE
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
PARAGON PRECISION PRODUCTS
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
XXXXX MACHINING INTERNATIONAL
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
SCANNING ELECTRON ANALYSIS LABORATORIES,
INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
GENERAL INSPECTION LABORATORIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
STELLEX AEROSPACE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
MONITOR AEROSPACE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
MONITOR AEROSPACE INTERNATIONAL
CORP.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
MONITOR MARINE PRODUCTS INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
PHOENIX MICROWAVE, LTD.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
