ELGAR HOLDINGS, INC.
as Issuer,
ELGAR ELECTRONICS CORPORATION,
as Subsidiary Guarantor
POWER TEN
as Subsidiary Guarantor
and
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 29, 1998
to
INDENTURE
Dated as of February 3, 1998
between
JFL-EEC MERGER SUB CO., as Issuer
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
up to $150,000,000
9 7/8% Senior Notes due 2008, Series A
9 7/8% Senior Notes due 2008, Series B
SECOND SUPPLEMENTAL INDENTURE, dated as of May 29, 1998, by and between
Elgar Holdings, Inc., a Delaware corporation (the "EHI"), Elgar Electronics
Corporation, a California corporation ("Elgar), Power Ten, a California
corporation ("Power Ten," together with Elgar referred to herein as the
"Subsidiary Guarantors"), and United States Trust Company of New York, a New
York banking corporation, as Trustee (the "Trustee").
WHEREAS, JFL-EEC Merger Sub Co., a Delaware corporation ("MergerCo"),
has heretofore executed and delivered to the Trustee an Indenture dated as of
February 3, 1998 (the "Indenture"), providing for the issuance of its 9 7/8%
Senior Notes due 2008, Series A initially in the principal amount of
$90,000,000 and thereafter in an additional principal amount, if any, up to
$60,000,000 (the "Initial Notes") and its 9 7/8% Senior Notes due 2008,
Series B (the "Exchange Notes" and, together with the Initial Notes, the
"Notes"); and
WHEREAS, EHI subsequently executed and delivered to the Trustee the
first supplemental indenture dated as of February 3, 1998 (the "First
Supplemental Indenture") by and among EHI, Elgar and the Trustee through
which EHI expressly assumed all of MergerCo's debts, liabilities, duties and
obligations in respect of the Notes under the Indenture and Elgar became a
Subsidiary Guarantor under the Indenture; and
WHEREAS, Elgar, Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxx entered into a
Stock Purchase Agreement dated May 5, 1998, which contemplates the purchase
by Elgar of all of the outstanding capital stock of Power Ten; and
WHEREAS, EHI and Elgar desire to have Power Ten become a Restricted
Subsidiary under the Indenture; and
WHEREAS, domestic Restricted Subsidiaries are required to become
Subsidiary Guarantors pursuant to Section 4.18 of the Indenture prior to
guaranteeing Indebtedness of EHI; and
WHEREAS, Power Ten desires to become a Subsidiary Guarantor by guaranteeing
the obligations of EHI under the Indenture in accordance with the terms thereof;
and
WHEREAS, the EHI, Elgar and Power Ten have been duly authorized by each of
their respective Board of Directors to enter into, execute and deliver this
Second Supplemental Indenture; and
NOW THEREFORE, for and in consideration of the premises and covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, EHI, Elgar, Power Ten
and the Trustee agree as follows:
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ADDITIONAL SUBSIDIARY GUARANTOR
SECTION 1. Simultaneously with the execution of this Second Supplemental
Indenture, Power Ten shall be deemed to be a "Subsidiary Guarantor" under and
as defined in the Indenture and hereby unconditionally guarantees, as
principal obligor and not only as a surety, to the Holder of the Notes the
cash payments in United States dollars of principal of, premium, if any, and
interest and Additional Interest, if any, on the Notes in the amounts and at
the times when due and interest on the overdue principal, premium, if any,
and interest and Additional Interest, if any, of the Notes, if lawful, and
the payment or performance of all other obligations of EHI under the
Indenture or the Notes, to the Holder of the Note and the Trustee, all in
accordance with and subject to the terms and limitations of the Notes and
Article Ten of the Indenture. This Note Guarantee will become effective in
accordance with Article Ten of the Indenture and its terms shall be evidenced
therein.
SECTION 2. Except as expressly supplemented by this Second Supplemental
Indenture, the Indenture and the Notes issued thereunder are in all respects
ratified and confirmed and all of the rights, remedies, terms, conditions,
covenants and agreements of the Indenture and Notes issued thereunder shall
remain in full force and effect. Capitalized terms used herein but not
defined herein shall have the meaning provided in the Indenture.
SECTION 3. This Second Supplemental Indenture is executed as and shall
constitute an indenture supplemental to the Indenture and shall be construed
in connection with and as part of the Indenture. This Second Supplemental
Indenture shall be governed by and construed in accordance with the laws of
the jurisdiction that governs the Indenture and its construction.
SECTION 3. This Second Supplemental Indenture may be executed in any number
of counterparts, each of which shall be deemed to be an original for all
purposes; but such counterparts shall together be deemed to constitute but
one and the same instrument.
SECTION 4. Any and all notices, requests, certificates and other instrument
executed and delivered after the execution and delivery of this Second
Supplemental Indenture may refer to the Indenture without making specific
reference to this Second Supplemental Indenture, but nevertheless all such
references shall include this Second Supplemental Indenture unless the
context otherwise requires.
SECTION 5. This Second Supplemental Indenture shall be deemed to have become
effective upon the date first above written.
SECTION 6. In the event of a conflict between the terms of this Second
Supplemental Indenture and the Indenture, this Second Supplemental Indenture
shall control.
SECTION 7. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Second Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by EHI, Elgar and Power Ten.
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IN WITNESS WHEREOF, the parties have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate
seals, if any, to be hereunto affixed and attested, all as of the day and
year first above written.
ELGAR HOLDINGS, INC..
By: /s/ Xxxxxx Xxxxxxxx Attest: /s/ Xxxxx Xxxxx
------------------------------- -------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxx
Title: Vice President Title: Secretary
ELGAR ELECTRONICS CORPORATION
By: /s/ Xxxxxx Xxxxxxxx Attest: /s/ Xxxxx Xxxxx
------------------------------- -------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxx
Title: Vice President Title: Secretary
POWER TEN
By: /s/ Xxxxx Xxxxx Attest: /s/ Xxxxx X. Xxxxx
------------------------------- -------------------------------
Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Assistant Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
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