Exhibit 4.4
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HCC INDUSTRIES INC.,
Issuer,
HERMETIC SEAL CORPORATION,
GLASSEAL PRODUCTS, INC.,
SEALTRON INC.,
SEALTRON ACQUISITION CORP.,
HCC INDUSTRIES INTERNATIONAL,
and
NORFOLK AVON REALTY TRUST
Subsidiary Guarantors,
and
IBJ SCHRODER BANK & TRUST COMPANY,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of October 24, 1997
Amending and Supplementing the Indenture
Dated as of May 6, 1997
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10 3/4% Senior Subordinated Notes due 2007
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FIRST SUPPLEMENTAL INDENTURE, dated as of October , 1997, among HCC
Industries Inc., a Delaware corporation (the "Company"), Hermetic Seal
Corporation, a Delaware corporation, Glasseal Products, Inc., a New Jersey
corporation, Sealtron Inc., a Delaware corporation, Sealtron Acquisition Corp.,
a Delaware corporation and HCC Industries International, a California
corporation (collectively, the "Original Subsidiary Guarantors"), Norfolk Avon
Realty Trust, a Massachusetts trust ("Norfolk Realty Trust"), and IBJ Schroder
Bank & Trust Company, a New York banking corporation (the "Trustee"), amending
and supplementing the Indenture, dated as of May 6, 1997 (the "Original
Indenture"), among the Company, the Original Subsidiary Guarantors and the
Trustee, which provided for the issuance of the Company's 10 3/4% Senior
Subordinated Notes due 2007 (the "Notes"). The Original Indenture as
supplemented by this First Supplemental Indenture and as may hereafter be
supplemented is referred to herein as the or this "Indenture". Capitalized
terms used herein and not other wise defined herein have the meanings ascribed
thereto in the Indenture.
RECITALS:
WHEREAS, Norfolk Realty Trust desires to become a Subsidiary Guarantor
under the Original Indenture and to be bound by the Subsidiary Guarantee of the
Notes in the form set forth in Exhibit A to the Original Indenture; and
WHEREAS, the Original Indenture is subject to the provisions of the United
States Trust Indenture Act of 1939, as amended (the "TIA"), that are required to
be part of the Original Indenture, and the Indenture shall, to the extent
applicable, be governed by such provisions; and
WHEREAS, the Company, the Original Subsidiary Guarantors and Norfolk Realty
Trust have duly authorized the execution and delivery of this First Supplemental
Indenture and have done all things necessary to make this First Supplemental
Indenture a valid agreement in accordance with its terms.
For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes or of any series thereof, as
follows:
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ARTICLE ONE
INDENTURE
Section 101. Effect of the Original Indenture.
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Except as specifically provided in this First Supplemental Indenture, the
Original Indenture, shall remain in full force and effect.
ARTICLE TWO
AMENDMENTS TO THE INDENTURE
Section 201. Addition of Subsidiary Guarantor.
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Norfolk Realty Trust hereby agrees to become a Subsidiary Guarantor under
the Indenture and to be bound by the Subsidiary Guarantee of the Notes in the
form set forth in Exhibit A to the Original Indenture.
Section 202. References in the Indenture.
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By reason of the addition of a Subsidiary Guarantor pursuant to Section 201
hereof, all references in the Indenture to each or any "Subsidiary Guarantor"
are hereby deemed to include Norfolk Realty Trust.
Section 203. Cross-Reference in Section 4.13 of Indenture.
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The cross-reference in Section 4.13(b) of the Indenture to "clause (vii) of
Section 4.18" is hereby corrected to read "clause (x) of Section 4.18".
ARTICLE THREE
MISCELLANEOUS
Section 301. Effect of Headings.
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The Article and Section headings herein are for convenience of reference
only and shall not effect the construction hereof.
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Section 302. Governing Law.
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Subject to the following sentence, this Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to conflicts of laws principles thereof. This
Supple mental Indenture is subject to the provisions of the TIA that are
required to be part of the Original Indenture and shall, to the extent
applicable, be governed by such provisions.
Section 303. Counterparts.
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This Supplemental Indenture may be executed in any number of counter parts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.
HCC Industries Inc.,
as Issuer
By: /s/Andrew Goldfarb
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Name: Andrew Goldfarb
Title: Chief Executive Officer
Hermetic Seal Corporation,
as Subsidiary Guarantor
By: /s/Andrew Goldfarb
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Name: Andrew Goldfarb
Title: Chief Executive Officer
Glasseal Products, Inc.,
as Subsidiary Guarantor
By: /s/Andrew Goldfarb
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Name: Andrew Goldfarb
Title: Chief Executive Officer
Sealtron Inc.,
as Subsidiary Guarantor
By: /s/Andrew Goldfarb
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Name: Andrew Goldfarb
Title: Chief Executive Officer
Sealtron Acquisition Corp.,
as Subsidiary Guarantor
By: /s/Andrew Goldfarb
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Name: Andrew Goldfarb
Title: Chief Executive Officer
HCC Industries International,
as Subsidiary Guarantor
By: /s/Andrew Goldfarb
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Name: Andrew Goldfarb
Title: Chief Executive Officer
Norfolk Avon Realty Trust,
as Subsidiary Guarantor
By: /s/Andrew Goldfarb
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Name: Andrew Goldfarb
Title: President
IBJ Schroder Bank & Trust Company,
as Trustee
By: /s/ Stephen J. Giurlando
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Name: Stephen J. Giurlando
Title: Assistant Vice President