Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"),
dated as of December 20, 2002, is made by and among X.X. XXXXXXXXX INC., a
corporation duly organized and existing under the laws of the State of Delaware,
as issuer (the "COMPANY"), X.X. XXXXXXXXX CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware, as a guarantor
and successor to The Dun & Bradstreet Corporation ("RHD"), X.X. XXXXXXXXX
ACQUISITIONS, INC., a corporation duly organized and existing under the laws of
the State of Delaware, as a guarantor ("ACQUISITIONS"), X.X. XXXXXXXXX APIL,
INC., a corporation duly organized and existing under the laws of the State of
Delaware, as a guarantor ("APIL"), X.X. XXXXXXXXX CD, INC., a corporation duly
organized and existing under the laws of the State of Delaware, as a guarantor
("RHD/CD"), GET DIGITAL XXXXX.XXX, INC., a corporation duly organized and
existing under the laws of the State of Delaware, as a guarantor ("GET
DIGITAL"), X.X. XXXXXXXXX ACQUISITIONS II, INC., a corporation duly organized
and existing under the laws of the State of Kansas, as a guarantor
("ACQUISITIONS II") (the guarantors collectively referred to herein as the
"GUARANTORS"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "TRUSTEE").
RECITALS:
A. The Company, RHD and the Trustee have entered into an Indenture,
dated as of June 5, 1998, as amended by the First Supplemental Indenture, dated
as of November 25, 2002, by and among the Company, as issuer, RHD, as a
guarantor, Acquisitions, as a guarantor, APIL, as a guarantor, RHD/CD, as a
guarantor, Get Digital, as a guarantor, and the Trustee (as so amended, the
"INDENTURE").
B. Pursuant to the Indenture, the Company issued, RHD, Acquisitions,
APIL, RHD/CD and Get Digital guaranteed and the Trustee authenticated and
delivered an aggregate principal amount of $150,000,000 of the Company's 9-1/8%
Senior Subordinated Notes due 2008.
C. Section 901 of the Indenture provides, among other things, that the
Company, the Guarantors and the Trustee may modify or supplement the Indenture
without the consent of the Holders of the outstanding Notes to, including,
without limitation, add new Guarantors pursuant to Section 1205.
D. In accordance with Section 1205 of the Indenture, Acquisitions II
hereby becomes a Subsidiary Guarantor under, and subject to, the Indenture.
E. The execution of this Supplemental Indenture has been duly approved
and authorized by the Board of Directors of the Company and the Guarantors and
all other necessary corporate action on the part of the Company and the
Guarantors.
F. The Company has furnished, or caused to be furnished, to the
Trustee, and the Trustee has received, an Officers' Certificate and an Opinion
of Counsel stating, among other things, that this Supplemental Indenture is
authorized or permitted by the Indenture.
G. All things necessary to make this Supplemental Indenture a valid
agreement of the Company, the Guarantors and the Trustee and a valid amendment
to the Indenture have been done.
NOW THEREFORE, the parties hereto agree for the benefit of the other
parties, as follows:
AGREEMENT:
SECTION 1. DEFINITIONS. Capitalized terms used but not otherwise
defined in this Supplemental Indenture have the meanings ascribed thereto in the
Indenture.
SECTION 2. ADDITIONAL GUARANTORS. Acquisitions II shall be (i) a
Subsidiary Guarantor under the Indenture and (ii) bound by and subject to the
terms and conditions of the Indenture applicable to a Subsidiary Guarantor
thereunder.
SECTION 3. MISCELLANEOUS.
3.1. EFFECT AND OPERATION OF SUPPLEMENTAL INDENTURE. This Supplemental
Indenture shall be effective and binding immediately upon its execution and
thereupon this Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Note heretofore or hereafter authenticated and delivered
under the Indenture shall be bound hereby.
3.2 CONFIRMATION AND PRESERVATION OF THE INDENTURE. The Indenture as
supplemented by this Supplemental Indenture is in all respects confirmed and
preserved.
3.3 INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This
Supplemental Indenture is an indenture supplemental to and in implementation of
the Indenture, and the Indenture and this Supplemental Indenture shall
henceforth be read and construed together.
3.4 TRUST INDENTURE ACT CONTROLS. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Supplemental Indenture by the Trust Indenture
Act, the required provision shall control.
3.5 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
3.6 SUCCESSORS. All agreements of the Company in this Supplemental
Indenture shall bind its successors and assigns. All agreements of the
Guarantors in this Supplemental Indenture shall bind their respective successors
and assigns. All agreements of the Trustee in this Supplemental Indenture shall
bind its successors and assigns.
3.7 MULTIPLE COUNTERPARTS. The parties may sign multiple counterparts
of this Supplemental Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent one and the same agreement.
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3.8 HEADINGS. The headings of the Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.
3.9 SEPARABILITY. Each provision of this Supplemental Indenture shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this 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.
3.10 BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this Supplemental
Indenture, express or implied, shall give to any Person, other than the parties
hereto and their successors, the holders of Senior Debt (subject to Article 12
of the Indenture) and the Holders of Notes, any benefit or any legal or
equitable right, remedy or claim.
3.11 TRUSTEE. The Trustee makes no representations as to the validity
or sufficiency of this Supplemental Indenture. The statements and recitals
herein are deemed to be those of the Company and the Guarantors and not of the
Trustee.
[Signatures are on the following pages.]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture
to be duly executed as of the date and the year first written above.
X.X. XXXXXXXXX INC.
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX ACQUISITIONS, INC.
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX APIL, INC.
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX CD, INC.
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
GET DIGITAL XXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
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X.X. XXXXXXXXX ACQUISITIONS II, INC.
By: /s/ Xxxxxx X. Xxxx
______________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
______________________________
Name: Xxxxx Xxxxxxxxx-Xxxxxx
Title: Vice President
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