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EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of November 11, 1998, as made by and among INTERMEDIA CAPITAL PARTNERS
IV, L.P., a California Limited Partnership ("ICP-IV"), INTERMEDIA PARTNERS IV
CAPITAL CORP., a Delaware corporation and a wholly owned subsidiary of ICP-IV
("IPCC," together with ICP-IV, the "Issuers"), and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (the "Trustee"), to amend that certain
Indenture dated as of July 30, 1996 (as supplemented and amended from time to
time, the "Indenture") pursuant to which the Issuers issued 11-1/4% Senior Notes
due 2006 (the "Notes").
Recitals:
WHEREAS, the parties wish to make certain amendment to the Indenture
pursuant to Section 9.01 of the Indenture; and
WHEREAS, each Issuer has duly authorized the execution and delivery of
this Supplemental Indenture and done all other things necessary to make this
Supplemental Indenture a valid agreement of the Issuers:
NOW, THEREFORE, in consideration of the premises, mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto agree
as follows:
1. Amendment. Line 3 of Section 4.07(b) of the Indenture is hereby
amended by inserting the word "not" before the word "exceed."
2. Ratification of Indenture. As amended by this Supplemental
Indenture, the Indenture and the Notes are in all respects ratified and
confirmed and the Indenture as so amended by this Supplemental Indenture shall
be read, taken and construed as one and the same instrument.
3. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for the correctness of the recitals of fact herein, all of which are
made by the Issuers, and the Trustee shall not be responsible or accountable in
any manner whatsoever for or with respect to the validity or sufficiency of this
Supplemental Indenture (other than for its due execution hereof) or of the due
execution hereof by the Issuers.
4. Conditions Precedent. The effectiveness of this Supplemental
Indenture is subject to compliance with the conditions specified in Section
10.04 of the Indenture.
5. Miscellaneous.
(a) This Supplemental Indenture may be executed in any number of
counterparts and by each of the parties hereto on separate counterparts, each of
which, once executed and delivered, shall
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be deemed to be an original and all of which taken together shall constitute but
one and same instrument.
(b) This Supplemental Indenture shall be governed and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
INTERMEDIA CAPITAL PARTNERS IV, L.P.,
By: InterMedia Capital Management, LLC, its
general partner
By: InterMedia Management,
Inc., its managing
member
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Chief Financial Officer
INTERMEDIA PARTNERS IV CAPITAL CORP.
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
By /s/ Xxxxxx X. Xxxxxx
Its Assistant Vice President
