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EXHIBIT 4
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SECOND SUPPLEMENTAL INDENTURE
Dated as of February 2, 1998
to
INDENTURE
Dated as of May 6, 1997
by
EV INTERNATIONAL, INC.
in favor of
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee
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SECOND SUPPLEMENTAL INDENTURE dated as of February 2, 1998, made by EV
INTERNATIONAL, INC., a Delaware corporation, ("EV International"), in favor of
MANUFACTURERS AND TRADERS TRUST COMPANY, a New York trust company, as trustee
(the "Trustee") for the holders of the Securities referred to below.
W I T N E S S E T H
WHEREAS, Telex Communications, Inc., a Delaware corporation ("Telex"),
and the Trustee are parties to an indenture dated as of May 6, 1997 (as
modified by the First Supplemental Indenture thereto, the "Indenture"), under
which $125,000,000 aggregate principal amount of Telex's 10 1/2% Senior
Subordinated Notes due 2007 (the "Securities") are issued and outstanding;
WHEREAS, Telex and EV International, along with their respective
corporate parents and certain other parties, have entered into an Exchange
Agreement and Plan of Merger (the "Exchange and Merger Agreement") pursuant to
which (i) such corporate parents are expected to merge and (ii) Telex will be
merged with and into EV International (the "Merger"), with EV International
continuing as the surviving corporation of the Merger;
WHEREAS, in connection with the Merger, EV International will, by
operation of law, succeed to all of the obligations and liabilities of Telex,
including, without limitation, all of Telex's obligations and liabilities as
obligor under the Indenture and the Securities;
WHEREAS, upon completion of the Merger, EV International will change
its name to "Telex Communications, Inc.";
WHEREAS, Section 5.1 of the Indenture provides that EV International
shall, in connection with the foregoing, execute and deliver to the Trustee a
supplemental indenture for the purpose of evidencing the assumption by EV
International of the obligations of Telex under the Indenture and the
Securities; and
WHEREAS, the execution and delivery of this Second Supplemental Indenture
has been authorized by Board Resolutions of the Board of Directors of EV
International;
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NOW, THEREFORE, in consideration of the premises and intending to be
legally bound hereby, it is agreed, for the equal and proportionate benefit of
all holders of the Securities, as follows:
ARTICLE ONE
REPRESENTATIONS OF TELEX AND EV INTERNATIONAL
EV International represents and warrants for the benefit of the Trustee
as follows:
SECTION 1.1. It is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by it of this
Second Supplemental Indenture have been authorized and approved by all
necessary corporate action on the part of it.
ARTICLE TWO
ASSUMPTION AND AGREEMENTS
SECTION 2.1. EV International hereby expressly assumes all of the
obligations of Telex under the Indenture and the Securities, including, but not
limited to, (i) the due and punctual payment of the principal of (and premium,
if any) and interest on all the Securities when due, whether at maturity, by
acceleration, by optional redemption, by mandatory prepayment or otherwise, and
all other monetary obligations of Telex under the Indenture and the Securities
and (ii) the full and punctual performance of every covenant of and all other
obligations under the Indenture on the part of Telex to be performed or
observed under the Indenture and the Securities.
SECTION 2.2. EV International shall succeed to and be substituted for
Telex under the Indenture and the Securities, with the same effect as if EV
International had been named as the "Company" therein.
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SECTION 2.3. Due to EV International's name change to "Telex
Communications, Inc.", the Securities shall continue to bear the name "Telex
Communications, Inc." as obligor thereunder.
ARTICLE THREE
MISCELLANEOUS
SECTION 3.1. By its acknowledgment of this Second Supplemental
Indenture, the Trustee accepts the modification of the Indenture effected by
this Second Supplemental Indenture, but only upon the terms and conditions set
forth in the Indenture. Without limiting the generality of the foregoing, (i)
the Trustee assumes no responsibility for the correctness of the recitals
herein contained, which shall be taken as the statements of Telex and EV
International and (ii) makes no representation and shall have no responsibility
as to the validity and sufficiency of this Second Supplemental Indenture or the
proper authorization or the due execution hereof by EV International and Telex.
SECTION 3.2. If and to the extent that any provision of this Second
Supplemental Indenture limits, qualifies or conflicts with another provision
included in this Second Supplemental Indenture, or in the Indenture, which is
required to be included in this Second Supplemental Indenture or the Indenture
by any of the provisions of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, as amended, such required provision shall control.
SECTION 3.3. Except as expressly amended by the Second Supplemental
Indenture and hereby, the Indenture is in all respects ratified and confirmed
by the parties hereto and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Second Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of
Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.
SECTION 3.4. Nothing in this Second Supplemental Indenture is intended
to or shall provide any rights to any parties other than those expressly
contemplated by this Second Supplemental Indenture.
SECTION 3.5. Capitalized terms not otherwise defined herein shall have
the meaning set forth in the Indenture.
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SECTION 3.6. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 3.7. This instrument 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 3.8. This Second Supplemental Indenture shall become effective
as of the effective time of the Merger.
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IN WITNESS WHEREOF, the undersigned has caused this Second Supplemental
Indenture to be duly executed as of the day and year first above written.
EV INTERNATIONAL, INC. (TO BE
RENAMED TELEX
COMMUNICATIONS, INC.)
By:/s/ Xxxxxxxxx X. Vanden Beukel
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Name: Xxxxxxxxx X. Vanden Beukel
Title: Secretary
Acknowledged by the Trustee, as of the day
and year first above written:
MANUFACTURERS AND TRADERS
TRUST COMPANY, as Trustee
By: Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
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