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Supplemental Indenture
No. 1
to
Indenture dated as of June 13, 1997
Re:
11 1/8% Senior Subordinated Notes due 2007
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This SUPPLEMENTAL INDENTURE NO. 1 to INDENTURE (the "Supplemental
Indenture") is entered into among Precise Technology, Inc., a Delaware
corporation (the "Company"), Precise TMP, Inc., a Virginia corporation ("Precise
TMP"), Xxxxxx Tool, Mold & Die, Inc., a Florida corporation ("Xxxxxx"), Precise
Polestar, Inc., a Virginia corporation ("Precise Polestar"), Precise Technology
of Delaware Inc., a Delaware corporation ("Precise Delaware"), and Precise
Technology of Illinois Inc., a Delaware corporation ("Precise Illinois") (each
of Precise TMP, Xxxxxx, Precise Polestar, Precise Delaware and Precise
Illinois a "Guarantor", and together with certain future Subsidiaries of
the Company as set forth herein, the "Guarantors") and Marine Midland
Bank, as trustee (the "Trustee").
RECITALS
WHEREAS, the Company, the Guarantors and the Trustee have entered into
that certain Indenture dated as of June 13, 1997 (the "Original Indenture")
providing for the issuance and delivery by the Company of its 11 1/8% Senior
Subordinated Notes due 2007;
WHEREAS, pursuant to Section 9.01(e) of the Original Indenture, the
Company, the Guarantors and the Trustee wish to amend and supplement the
Original Indenture to make a change that does not adversely affect the legal
rights thereunder of any Holder; and
WHEREAS, terms used herein and not otherwise defined shall have the
same meanings as specified in the Original Indenture.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Section 12.05 of the Original Indenture is hereby amended
to read in its entirety as follows:
The obligations of each Guarantor are limited to
the maximum amount as will result in the obligations of such
Guarantor under its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or
state law.
Section 2. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
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Section 3. Except as amended hereby, the Original Indenture shall
remain in full force and effect and is hereby ratified and confirmed in all
respects.
Section 4. The parties may sign multiple counterparts of this
Supplemental Indenture. Each signed counterpart shall be deemed an original, but
all of them together represent one and the same agreement.
Section 5. Each provision of this Supplemental Indenture shall be
considered separable and if for any reason any provision which is not essential
to the effectuation of the basic purpose of this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 6. 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
are made solely by the Company and the Guarantors.
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IN WITNESS WHEREOF, the parties hereto caused this Supplemental
Indenture to be duly executed as of this 10th day of October, 1997.
PRECISE TECHNOLOGY, INC.
PRECISE TMP, INC.
XXXXXX TOOL, MOLD & DIE, INC.
PRECISE POLESTAR, INC.
PRECISE TECHNOLOGY OF DELAWARE INC.
PRECISE TECHNOLOGY OF ILLINOIS INC.
BY: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
MARINE MIDLAND BANK, as Trustee
BY: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Assistant Vice President
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