Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of August 21, 1998, between
The New York Times Company, a company duly organized and existing under the
laws of the State of New York (the "Company"), having its principal office at
000 Xxxx 00x Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and The Chase Manhattan Bank
(formerly known as Chemical Bank), a corporation duly organized and existing
under the laws of the State of New York, as Trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company heretofore executed and delivered to the Trustee
an Indenture dated as of March 29, 1995 (the "Original Indenture", and as it may
from time to time be supplemented or amended by one or more additional
indentures supplemental thereto entered into pursuant to the applicable
provisions thereof, being hereinafter called the "Indenture"; all capitalized
terms used herein which are not otherwise defined herein have the meanings
ascribed thereto in the Indenture), providing for the issuance of the Company's
unsecured debentures, notes or other evidences of indebtedness (the
"Securities"); and
WHEREAS, Section 901(5) of the Indenture provides, inter alia, that
the Company and the Trustee may amend certain provisions of the Indenture or the
Securities without the consent of any of the Holders, provided that any such
amendment does not apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such
provision; and
WHEREAS, the Company desires to amend certain provisions of the
Indenture, as set forth in Article I hereof; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that,
for and in consideration of the premises, the Company agrees with the Trustee as
follows:
ARTICLE I
Amendments of Indenture
-----------------------
Section 1.01 Effect. The amendments set forth in this Article I shall
apply only in respect of Securities of any series created after July 31, 1998
pursuant to the Indenture.
Section 1.02 Definitions. Subject to Section 1.01 hereof, Section
101 of the Indenture is hereby amended by deleting the definitions of the
following terms in their entirety and by substituting therefor new definitions
of such terms reading as follows:
"Person" means any individual, corporation, partnership, joint
venture, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Significant Subsidiary" means any Subsidiary that in accordance with
generally accepted accounting principles is consolidated with the Company in the
Company's consolidated financial statements and that generated seven percent or
more of the revenues or held seven percent or more of the assets of the Company
and its consolidated Subsidiaries for or at the end of the most recently
completed fiscal year of the Company, for which an Annual Report on Form 10-K or
proxy statement of the Company containing audited financial results has been
filed with the Commission.
Section 1.03 Events of Default. Subject to Section 1.01 hereof,
Section 501 of the Indenture is hereby amended by deleting in its entirety the
Event of Default set forth in subsection (5) thereof and by substituting
therefor the phrase "Intentionally Omitted."
Section 1.04 Amendment to Section 1303. Subject to Section 1.01
hereof, Section 1303 of the Indenture is hereby amended by deleting from the
seventh line thereof the following: ", 501(5)".
ARTICLE II
Miscellaneous Provisions; Governing Law; Acceptance by Trustee
--------------------------------------------------------------
Section 2.01 Instruments to be Read Together. This First
Supplemental Indenture is an indenture supplemental to and in implementation of
the Indenture, and said Indenture and this First Supplemental Indenture shall
henceforth be read together.
Section 2.02 Confirmation. The Indenture as amended and supplemented
by this First Supplemental Indenture is in all respects confirmed and preserved.
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Section 2.03 Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 2.04 Effectiveness. The provisions of this First
Supplemental Indenture will take effect immediately upon its execution and
delivery by the Trustee in accordance with the provisions of Section 904 of the
Indenture, provided that the amendments set forth in this First Supplemental
Indenture shall apply only in respect of Securities of any series created after
July 31, 1998 pursuant to the Indenture.
Section 2.05 Governing Law. This First Supplemental Indenture shall
be construed in accordance with and governed by the laws of the State of New
York.
Section 2.06 Acceptance by Trustee. The Trustee accepts the
amendments of the Indenture effected by this First Supplemental Indenture and
agrees to execute the trusts created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture. The Trustee
assumes no responsibility for the correctness of the recitals contained
herein, which shall be taken as the statements of the Company. The Trustee
makes no representation and shall have no responsibility as to the validity
of this First Supplemental Indenture or the proper authorization or the due
execution hereof by the Company.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
THE NEW YORK TIMES COMPANY
[corporate seal]
By /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Treasurer
ATTEST:
/s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
THE CHASE MANHATTAN BANK, as Trustee
[corporate seal]
By /s/ X. Xxxxxxxx
---------------------------------
Name: X. Xxxxxxxx
Title: Senior Trust Officer
ATTEST:
/s/ X. X'Xxxxx
--------------------------------
Name: X. X'Xxxxx
Title: Senior Trust Officer
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STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 11th day of August, 1998, before me personally appeared
Xxxxx Xxxx, the subscriber to me known, who, being by me duly sworn, did
depose and say that he or she is the Treasurer of The New York Times
Company, one of the corporations described in and which executed the foregoing
instrument; that he or she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he or she
signed his or her name thereto by like authority.
Acknowledged and sworn to before me on the date above written.
/s/ Xxxxxxxx Xxxxx
----------------------
Notary Public
My commission expires:
XXXXXXXX XXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires Dec. 21, 0000
XXXXX XX XXX XXXX )
) SS.:
COUNTY OF NEW YORK )
On this 12th day of August, 1998, before me personally appeared
X. Xxxxxxxx, the subscriber to me known, who, being by me duly sworn, did
depose and say that he or she is the Senior Trust Officer of The Chase
Manhattan Bank, one of the corporations described in and which executed
the foregoing instrument; that he or she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said corporation;
and that he or she signed his or her name thereto by like authority.
Acknowledged and sworn to before me on the date above written.
/s/ Xxxxx Xxxxx
----------------------
Notary Public
My commission expires:
XXXXX XXXXX
Notary Public, State of New York
No. 00-0000000
Qualified in Kings County
Certificate Filed in New York County
Commission Expires December 31, 1999
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