FIRST SUPPLEMENTAL INDENTURE
dated as of December 21, 1998
among
INSILCO CORPORATION,
and its Subsidiaries,
GREAT LAKE, INC., INSILCO ASIA CORPORATION, SIGNAL TRANSFORMER CO.,
INC., SIGNAL CARIBE, INC., STEEL PARTS CORPORATION, XXXXXXX CONNECTOR
SYSTEMS, INC., XXXXXXX STAMPING CORPORATION, XXXXXX PUBLISHING
COMPANY, THERMAL COMPONENTS, INC., AND THERMAL COMPONENTS
DIVISION, 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 FIRST SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), entered into as of December 21, 1998, among Insilco Corporation,
a Delaware corporation (the "Company"), Great Lake, Inc., a Delaware
corporation; Insilco Asia Corporation, a Delaware corporation; Signal
Transformer Co., Inc., a Delaware corporation; Signal Caribe, Inc., a Delaware
corporation; Steel Parts Corporation, a Delaware corporation; Xxxxxxx Connector
Systems, Inc., a Pennsylvania corporation; Xxxxxxx Stamping Corporation, a
Delaware corporation; Xxxxxx Publishing Company, a Delaware corporation;
Thermal Components, Inc., a Delaware corporation; and, Thermal Components
Division, Inc., a Delaware 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 a Guarantor under the Indenture and to be bound by the terms of
the Indenture applicable to Guarantors, including, but not limited to, Article
14 thereof, and to comply with the provisions of the Registration Rights
Agreement (as such term is defined in the Indenture) applicable to such
Guarantor.
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
GREAT LAKE, INC.
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
INSILCO ASIA CORPORATION
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
SIGNAL TRANSFORMER, CO., INC.
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
SIGNAL CARIBE, INC.
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
STEEL PARTS CORPORATION
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
XXXXXXX CONNECTOR SYSTEMS, INC..
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
XXXXXXX STAMPING CORPORATION
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
XXXXXX PUBLISHING COMPANY
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
THERMAL COMPONENTS, INC.
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
THERMAL COMPONENTS DIVISION, INC.
By:_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President, General
Counsel and Secretary
STAR BANK, N.A.,
as Trustee
By:_______________________________
Name: Senior Trust Officer
Title: Senior Trust Officer
