Supplemental Indenture
No. 3
to
Indenture dated as of October 31, 1997 as amended by
Supplemental Indenture No. 1 dated as of May 29, 1998 and
Supplemental Indenture No. 2 dated as of March 2, 1999
Re:
9 1/2% Senior Subordinated Notes due 2007
SUPPLEMENTAL INDENTURE No. 3, dated as of April 22, 1999 (this
"Supplemental Indenture"), among Stellex Technologies, Inc. (f/k/a Stellex
Industries, Inc.), a Delaware corporation (the "Company"), Stellex Precision
Machining, Inc., a Delaware corporation (the "New Subsidiary Guarantor"), the
Subsidiary Guarantors (as defined below) and HSBC Bank USA (f/k/a 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 and Supplemental Indenture
No. 2 dated as of March 2, 1999 (the "Indenture") among the Company, Stellex
Aerospace, Inc. (f/k/a KII Holding Corp.), a Delaware corporation, Stellex
Electronics, Inc. (f/k/a TSMD Acquisition Corp.), a Delaware corporation,
Stellex Microwave Systems, Inc., a California corporation, Stellex Aerospace, a
California corporation, Stellex Paragon Precision, Inc. (f/k/a Paragon Precision
Products), a California corporation, Stellex Xxxxx Machining, Inc. (f/k/a Xxxxx
Machining International), a California corporation, Scanning Electron Analysis
Laboratories, Inc., a California corporation, General Inspection Laboratories,
Inc., a California corporation, Stellex Aerostructures, Inc. (f/k/a Stellex
Aerospace Holdings, Inc.), a Delaware corporation, Stellex Monitor Aerospace,
Inc. (f/k/a Monitor Aerospace Corporation), a New York corporation, PMC
Acquisition Corporation, a Delaware corporation, Phoenix Microwave, Ltd., a
Delaware corporation, and Phoenix Microwave Corporation, a Pennsylvania
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 Guarantor 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 Guarantor hereby agrees to
unconditionally assume all the obligations of a Subsidiary Guarantor 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.
STELLEX PRECISION MACHINING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
HSBC BANK USA, as Trustee
By: /s/
----------------------------
Name:
Title:
STELLEX TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
STELLEX AEROSPACE, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
STELLEX ELECTRONICS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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
STELLEX PARAGON PRECISION, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
STELLEX XXXXX MACHINING, INC.
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 AEROSTRUCTURES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
STELLEX MONITOR AEROSPACE, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
PMC ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
PHOENIX MICROWAVE, LTD.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
PHOENIX MICROWAVE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
