Adams Rite with Adams Rite continuing
as the surviving corporation; (iv) DAC Realty Corp.
was merged with and into Avionic with Avionic continuing as the surviving
entity; and (v) Sweeney Engineering Corp. was merged with and into the Company
with the Company continuing as the surviving corporation.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiaries covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:
1.
CAPITALIZED TERMS.
CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL
HAVE THE MEANINGS ASSIGNED TO THEM IN THE INDENTURE.
2.
GUARANTEE, ETC.
THE GUARANTEEING SUBSIDIARIES HEREBY AGREE THAT FROM AND
AFTER THE DATE HEREOF EACH SHALL BE A GUARANTOR UNDER THE INDENTURE AND BE BOUND
BY THE TERMS THEREOF APPLICABLE TO GUARANTORS AND SHALL BE ENTITLED TO ALL OF
THE RIGHTS AND SUBJECT TO ALL THE OBLIGATIONS OF A GUARANTOR THEREUNDER.
3.
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE.
THE
INDENTURE IS IN ALL RESPECTS RATIFIED AND CONFIRMED AND ALL THE TERMS,
CONDITIONS AND PROVISIONS THEREOF SHALL REMAIN IN FULL FORCE AND EFFECT.
THIS
SUPPLEMENTAL INDENTURE SHALL FORM A PART OF THE INDENTURE FOR ALL PURPOSES, AND
EVERY HOLDER OF NOTES HERETOFORE OR HEREAFTER AUTHENTICATED AND DELIVERED SHALL
BE BOUND HEREBY.
4.
EXECUTION AND DELIVERY.
THE GUARANTEEING SUBSIDIARIES AGREE THAT THE
GUARANTEE GRANTED BY EACH OF THEM PURSUANT TO THE TERMS HEREOF SHALL REMAIN IN
FULL FORCE AND EFFECT NOTWITHSTANDING ANY FAILURE TO ENDORSE ON EACH NOTE A
NOTATION OF SUCH GUARANTEE.
5.
NO RECOURSE AGAINST OTHERS.
NO PAST, PRESENT OR FUTURE DIRECTOR, OFFICER,
EMPLOYEE, INCORPORATOR, STOCKHOLDER OR AGENT OF ANY OF THE GUARANTEEING
SUBSIDIARIES (OR ANY SUCCESSOR ENTITY) (OTHER THAN THE COMPANY OR THE EXISTING
GUARANTORS), AS SUCH, SHALL HAVE ANY LIABILITY FOR ANY OBLIGATIONS OF THE
COMPANY, TD GROUP, THE GUARANTEEING SUBSIDIARIES OR ANY OTHER GUARANTOR UNDER
THE NOTES, ANY GUARANTEE, THE INDENTURE OR THIS SUPPLEMENTAL INDENTURE OR FOR
ANY CLAIM BASED ON, IN RESPECT OF, OR BY REASON OF, SUCH OBLIGATIONS OR THEIR
CREATION.
EACH HOLDER OF THE NOTES BY ACCEPTING A NOTE WAIVES AND RELEASES ALL
SUCH LIABILITY.
THE WAIVER AND RELEASE ARE PART OF THE CONSIDERATION FOR
ISSUANCE OF THE NOTES.
6.
NEW YORK LAW TO GOVERN.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE
GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.
7.
COUNTERPART ORIGINALS.
THE PARTIES MAY SIGN ANY NUMBER OF COPIES OF THIS
SUPPLEMENTAL INDENTURE.
EACH SIGNED COPY SHALL BE AN ORIGINAL, BUT ALL OF THEM
TOGETHER REPRESENT THE SAME AGREEMENT.
8.
EFFECT OF HEADINGS.
THE SECTION HEADINGS HAVE BEEN INSERTED FOR CONVENIENCE
OF REFERENCE ONLY, ARE NOT TO BE CONSIDERED PART OF THIS SUPPLEMENTAL INDENTURE
AND SHALL IN NO WAY MODIFY OR RESTRICT ANY OF THE