EXHIBIT 4.0
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of June 30, 1997, between UIH
Australia/Pacific, Inc, a Colorado corporation (the "Company") and FirstStar
Bank of Minnesota, N.A., as trustee (the "Trustee").
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as
of May 16, 1996 (the "Indenture");
WHEREAS, in accordance with Section 9.02 of the Indenture, the Company has
received the written consent of Holders of majority in principal amount of the
Securities outstanding as of the date hereof to certain amendments to the
Indenture, and in accordance therewith, the parties desire to amend the
Indenture as herein provided;
WHEREAS, capitalized terms used in this Supplemental Indenture without
being defined herein shall have the meanings given thereto in the Indenture;
NOW THEREFORE, it is agreed:
1. Subsection (v) of Section 4.11 of the Indenture is hereby amended to
read in its entirety as follows:
(v) any such encumbrance or restriction imposed in any agreement
governing Senior Bank Financing; PROVIDED no such encumbrance or
restriction shall, prevent the payment of amounts to the Company
required for it to meet its operating expenses (including, without
limitation, payments under the Notes and the Indenture), so long as no
default under such agreement shall exist or would result from any such
payment.
2. This Supplemental Indenture is limited as specified and shall not
constitute a modification or waiver of any other provisions of the Indenture.
Except as specifically amended hereby, all provisions of the Indenture shall
remain in full force and effect.
3. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.
4. 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.
IN WITNESS WHEREOF, the Company and the Trustee have caused this
Supplemental Indenture to be duly executed and delivered as of the date first
above written.
UIH AUSTRALIA/PACIFIC, INC.
By /S/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer
FIRSTSTAR BANK OF MINNESOTA, N.A.,
as Trustee
By /S/ Xxxxx X. Xxxxxx III
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Name: Xxxxx X. Xxxxxx III
Title: Vice President
