SUPPLEMENTAL INDENTURE
THIS
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 29,
2006, is entered into by and among (i) China Security & Surveillance
Technology, Inc., a Delaware corporation (the “Company”), (ii) each of the
guarantors set forth in Annex A hereto (the “Guarantors”), and (iii) The
Bank of New York, as trustee (the “Trustee”). Capitalized terms used herein but
not otherwise defined herein shall have the respective meanings set forth in
the
Indenture (as defined below).
WITNESSETH:
WHEREAS,
the Company, the Guarantors and the Trustee have entered into an Indenture
(the
"Indenture"), dated as of February 16, 2007, which sets forth the terms and
conditions for the issuance by the Company of US$60,000,000 1.0% Guaranteed
Senior Unsecured Convertible Notes due 2012 (the “Notes”);
WHEREAS,
Section 8.02 of the Indenture provides that the Company and the Trustee may,
from time to time and at any time, with the consent of the holders of a majority
in aggregate principal amount of the Notes at the time outstanding, enter into
indentures supplemental thereto for the purpose of changing in any manner any
of
the provisions of the Indenture subject to the conditions set forth therein;
WHEREAS,
the holders of a majority in aggregate principal amount of the Notes currently
outstanding have consented (the evidence of such consent having been obtained
and provided to the Trustee as required under the Indenture) to the execution
of
this Supplemental Indenture by the parties hereto; and
WHEREAS,
the Company has complied with the requirements under the Indenture to execute
this Supplemental Indenture and has provided the Trustee with an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that the execution
of this Supplemental Indenture complies with the applicable requirements under
the Indenture and is otherwise authorized or permitted by this
Indenture.
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the
Guarantors and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the Notes as follows:
1. Amendments
to the Indenture.
The
Indenture is hereby amended as follows:
The
references to “$150.0 million” and “$50.0 million”, each in the second sentence
of Section 4.16, are hereby replaced with "$50 million” and "$5 million”,
respectively, such that the second sentence of Section 4.16 shall read in its
entirety as follows:
1
“The
“Consolidated Tangible Net Worth Threshold” shall be equal to $50 million from
the Issue Date until the first annual anniversary thereof, and at each annual
anniversary of the Issue Date shall increase by an amount equal to $5 million.”
2. Ratification
of Indenture; Supplemental Indenture Part of Indenture.
Except
as expressly amended hereby, the Indenture is ratified and confirmed in all
respects 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 heretofore or hereafter
authenticated and delivered shall be bound hereby.
3. Governing
Law.
THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
4. Trustee
Makes No Representation.
The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
5. Counterparts.
(a)
The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Supplemental
Indenture.
(b)
This
Supplemental Indenture may be executed in one or more counterparts and when
a
counterpart has been executed by each party, all such counterparts taken
together shall constitute one and the same agreement.
6. Effect
of Headings.
The
Section headings herein are for convenience only and shall not effect the
construction thereof.
[Signature
page(s) to follow]
2
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed as of the date first above written.
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CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
By:
/s/ Tu Xxx
Xxxx
Name:
Tu Xxx Xxxx
Title:
Director
CHINA
SAFETECH HOLDINGS LIMITED
By:
/s/ Tu Xxx
Xxxx
Name:
Tu Xxx Xxxx
Title:
Director
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY (HK) LTD.
By:
/s/ Tu Xxx
Xxxx
Name:
Tu Xxx Xxxx
Title:
Director
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FOR
THE PURPOSE OF SECTION 4.18(A) OF THE INDENTURE ONLY
GOLDEN
GROUP CORPORATION (SHENZHEN) LIMITED
By:
/s/ Tu Xxx
Xxxx
Name:
Tu Xxx Xxxx
Title:
Director
SHANGHAI
XXXXX XXXX DIGITAL TECHNOLOGY CO., LTD.
By:
/s/ Tu Xxx
Xxxx
Name:
Tu Xxx Xxxx
Title:
Director
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY (PRC), INC.
By:
/s/ Tu Xxx
Xxxx
Name:
Tu Xxx Xxxx
Title:
Director
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ANNEX
A
Guarantors
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1.
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China
Safetech Holdings Limited, incorporated under the laws of British
Virgin
Islands.
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2.
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China
Security & Surveillance (HK) Ltd., incorporated under the laws of Hong
Kong.
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3.
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Golden
Group Corporation (Shenzhen) Limited, a limited liability company
organized and existing under the laws of the People’s Republic of China
(“PRC”) (with respect to Section 4.18(a) of the Indenture only).
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4.
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Shanghai
Xxxxx Xxxx Digital Technology Co., Ltd., a limited liability company
organized and existing under the laws of the PRC (with respect to
Section
4.18(a) of the Indenture only).
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5.
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China
Security & Surveillance Technology (PRC), Inc., a limited liability
company organized and existing under the laws of the PRC (with respect
to
Section 4.18(a) of the Indenture
only).
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A-1
