Exhibit 4.3
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (this "2004 Discount Notes Supplemental
Indenture"), dated as of January 31, 2006, is between Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), a Delaware corporation (the "Company"), and U.S.
Bank National Association, as trustee under the Indenture referred to below (the
"Trustee").
WITNESSETH:
WHEREAS, Dex Media, Inc., a Delaware corporation ("Dex Media"), and
the Trustee heretofore executed and delivered an Indenture, dated as of February
11, 2004 (the "2004 Discount Notes Indenture"), providing for the issuance of
$361 million aggregate principal amount at maturity of 9% Discount Notes due
2013 of Dex Media (the "2004 Discount Notes"; capitalized terms used herein but
not otherwise defined have the meanings ascribed thereto in the 2004 Discount
Notes Indenture);
WHEREAS, as a result of the merger of Dex Media with and into the
Company pursuant to the Agreement and Plan of Merger, dated October 3, 2005,
among Dex Media, the Company and X.X. Xxxxxxxxx Corporation, a Delaware
corporation and parent of the Company, the Company will assume the obligations
of Dex Media under the 2004 Discount Notes Indenture and the 2004 Discount
Notes; and
WHEREAS, this 2004 Discount Notes Supplemental Indenture has been duly
authorized by all necessary corporate action on the part of each of the Company
and the Trustee.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the 2004 Discount Notes as follows:
ARTICLE I
Assumption by Successor Company
Section 1.1. Assumption of the 2004 Discount Notes Indenture. The
Company hereby expressly assumes all obligations of Dex Media under the 2004
Discount Notes and the 2004 Discount Notes Indenture.
Section 1.2. Trustee's Acceptance. The Trustee hereby accepts this
2004 Discount Notes Supplemental Indenture and agrees to perform the same under
the terms and conditions set forth in the 2004 Discount Notes Indenture.
ARTICLE II
Effect of Supplemental Indenture
Section 2.1. Effect of this 2004 Discount Notes Supplemental
Indenture. Upon the execution and delivery of the 2004 Discount Notes
Supplemental Indenture by the Company and acceptance by the Trustee, the 2004
Discount Notes Indenture shall be supplemented in accordance herewith, and this
2004 Discount Notes Supplemental Indenture shall form a part of the 2004
Discount Notes Indenture for all purposes, and every holder of 2004 Discount
Notes heretofore or hereafter authenticated and delivered under the 2004
Discount Notes Indenture shall be bound thereby.
Section 2.2. 2004 Discount Notes Indenture Remains in Full Force and
Effect. Except as supplemented hereby, all provisions in the 2004 Discount Notes
Indenture shall remain in full force and effect.
Section 2.3. 2004 Discount Notes Indenture and this 2004 Discount
Notes Supplemental Indenture Construed Together. This 2004 Discount Notes
Supplemental Indenture is an indenture supplemental to and in implementation of
the 2004 Discount Notes Indenture, and the 2004 Discount Notes Indenture and
this 2004 Discount Notes Supplemental Indenture shall henceforth be read and
construed together.
Section 2.4. Confirmation and Preservation of 2004 Discount Notes
Indenture. The 2004 Discount Notes Indenture as supplemented by this 2004
Discount Notes Supplemental Indenture is in all respects confirmed and
preserved.
Section 2.5. Conflict with Trust Indenture Act. If and to the extent
that any provision of this 2004 Discount Notes Supplemental Indenture limits,
qualifies or conflicts with the duties imposed by, or with another provision
included in this 2004 Discount Notes Supplemental Indenture by the TIA, such
imposed duties or incorporated provisions shall control.
Section 2.6. Severability. In case any provision in this 2004 Discount
Notes Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 2.7. Benefits of 2004 Discount Notes Supplemental Indenture.
Nothing in this 2004 Discount Notes Supplemental Indenture or the 2004 Discount
Notes, express or implied, shall give to any Person, other than the parties
hereto and thereto and their successors hereunder and thereunder and the holders
of the 2004 Discount Notes, any benefit of any legal or equitable right, remedy
or claim under the 2004 Discount Notes Indenture, this 2004 Discount Notes
Supplemental Indenture or the 2004 Discount Notes.
ARTICLE III
Miscellaneous
Section 3.1. Successors. All agreements of the Company in this 2004
Discount Notes Supplemental Indenture shall bind its successors. All agreements
of the Trustee in this 2004 Discount Notes Supplemental Indenture shall bind its
successors.
Section 3.2. Certain Duties and Responsibilities of the Trustee. In
entering into this 2004 Discount Notes Supplemental Indenture, the Trustee shall
be entitled to the benefit of every provision of the 2004 Discount Notes
Indenture and the 2004 Discount Notes relating to the conduct or affecting the
liability or affording protection to the Trustee, whether or not elsewhere
herein so provided.
Section 3.3. Governing Law. This 2004 Discount Notes Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of
the State of New York but 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.
Section 3.4. Multiple Originals. The parties hereto may sign any
number of copies of this 2004 Discount Notes Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement. Once signed copy is enough to prove this 2004 Discount Notes
Supplemental Indenture.
Section 3.5. Headings. The Article and Section headings herein are
inserted for convenience of reference only, are not to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.
Section 3.6. The Trustee. The Trustee shall not be responsible in any
manner for or in respect of the validity or sufficiency of this 2004 Discount
Notes Supplemental Indenture or for or in respect of the recitals contained
herein, all of which are made by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this 2004 Discount
Notes Supplemental Indenture to be duly executed as of the date first written
above.
DEX MEDIA, INC.
(f/k/a FORWARD ACQUISITION CORP.)
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President and Secretary
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
