SECOND SUPPLEMENTAL INDENTURE
dated as of January 25, 1999
among
INSILCO CORPORATION,
And its Subsidiaries
EYELETS FOR INDUSTRY, INC.
and
EFI METAL FORMING, INC.
the GUARANTORS party hereto
and
STAR BANK, N.A.,
as Trustee
with respect to
Insilco Corporation's 12% Senior Subordinated Notes due 2007
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
entered into as of January 25, 1999, among Insilco Corporation, a Delaware
corporation (the "Company"), Eyelets For Industry, Inc., a Connecticut
corporation and EFI Metal Forming, Inc., a Connecticut corporation (each an
"Undersigned") and Star Bank, N.A., as trustee (the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee entered into the Indenture,
dated as of November 9, 1998 (the "Indenture"), relating to the Company's 12%
Senior Subordinated Notes due 2007 (the "Notes";
WHEREAS, as a condition to the Trustee entering into the Indenture
and the Holders purchase of the Notes, the Company agreed pursuant to Section
10.21 of the Indenture to cause its Domestic Subsidiaries which are
Wholly-Owned Restricted Subsidiaries to provide the Note Guarantee in certain
circumstances.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties hereto hereby
agree as follows:
SECTION 1. Definitions. Capitalized terms used herein and not
otherwise defined herein are used as defined in the Indenture.
SECTION 2. Guarantee. Pursuant to Section 9.01 of the Indenture, each
Undersigned, by its execution of this Supplemental Indenture, agrees to be
bound by the terms of the Indenture, including but not limited to Article 14
thereof with respect to the Note Guarantees, and hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and
assigns, irrespective of the validity and enforceability of the Indenture, the
Notes or the obligations thereunder, that (a) the principal of and interest on
the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal
of and interest on the Notes, if any, if lawful, and all other obligations of
the Company to the Holders or the Trustee thereunder will be promptly paid in
full or performed, all in accordance with the terms thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same
immediately. The Guarantor agrees that this is a guarantee of payment
and not a guarantee of collection.
SECTION 3. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the internal laws of the State of
New York.
SECTION 4. Counterparts. This Supplemental Indenture may be signed
in various counterparts which together shall constitute one and the same
instrument.
SECTION 5. Supplement to the Indenture. This Supplemental Indenture
is an amendment supplemental to the Indenture and said Indenture and this
Supplemental Indenture shall henceforth be read together.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Supplemental Indenture or have caused this Supplemental Indenture to be duly
executed on their respective behalf by their respective officers thereunto
duly authorized, as of the day and year first above written.
INSILCO CORPORATION
By:___________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General Counsel
and Secretary
EYELETS FOR INDUSTRY, INC.
By:__________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General Counsel
and Secretary
EFI METAL FORMING, INC.
By:__________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General Counsel
and Secretary
STAR BANK, N.A.
as Trustee
By: _____________________
Name:
Title:
