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EXECUTION COPY
Exhibit 4(b)
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FIRST SUPPLEMENTAL INDENTURE
Dated as of May 6, 1997
to
INDENTURE
Dated as of May 6, 1997
by and among
TELEX COMMUNICATIONS GROUP, INC.,
TELEX COMMUNICATIONS, INC.
AND
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE dated as of May 6, 1997, among
TELEX COMMUNICATIONS GROUP, INC. (as successor by merger to GST Acquisition
Corp. ("GST")), a Delaware corporation ("Holdings"), TELEX COMMUNICATIONS, INC.,
a Delaware corporation ("Telex"), and MANUFACTURERS AND TRADERS TRUST COMPANY, a
New York trust company, as trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, GST and the Trustee have heretofore executed and
delivered a certain indenture dated as of May 6, 1997 (the "Indenture"),
providing for the issuance of an aggregate principal amount of $125,000,000 of
10 1/2% Senior Subordinated Notes due 2007 of GST (the "Securities");
WHEREAS, immediately after the execution of the Indenture and
the issuance of the Securities, GST was merged with and into Holdings, with
Holdings as the surviving corporation (the "Merger") and succeeding to the
obligations of GST as primary obligor under the Indenture and the Securities;
WHEREAS, in consideration of a capital contribution being made
on the date hereof by Holdings to Telex and the receipt of certain other items
of value, Telex has agreed to assume all the obligations of Holdings (as
successor by Merger to GST) under the Indenture and the Securities;
WHEREAS, Section 9.1(9) of the Indenture provides that without
the consent of any holders of Securities, Holdings and the Trustee may enter
into this Supplemental Indenture, in form satisfactory to the Trustee, for the
purpose of evidencing the assumption by Telex of the obligations of Holdings
under the Indenture and the Securities;
WHEREAS, Telex and Holdings desire and have requested that the
Trustee join in the execution of this First Supplemental Indenture for the
purpose of evidencing such assumption;
WHEREAS, upon execution of this First Supplemental Indenture,
Holdings will be released and discharged from its obligations under the
Indenture and the Securities;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by Board Resolutions of the Boards of Directors of
Telex and Holdings; and
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WHEREAS, all conditions precedent and requirements necessary
to make this First Supplemental Indenture a valid and legally binding instrument
in accordance with its terms have been complied with, performed and fulfilled
and the execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, in consideration of the premises and intending
to be legally bound hereby, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all holders of the Securities, as follows:
ARTICLE ONE
REPRESENTATIONS OF TELEX AND HOLDINGS
Each of Telex and Holdings represents and warrants to 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 First 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. Telex hereby expressly assumes all of the
obligations of Holdings 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 Holdings 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 Holdings to be
performed or observed under the Indenture and the Securities.
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SECTION 2.2. Telex shall succeed to and be substituted for
Holdings under the Indenture and the Securities, with the same effect as if
Telex had been named as the "Company" therein.
SECTION 2.3. The Securities shall bear (a) the name "Telex
Communications, Inc." as obligor thereunder or (b) a notation concerning the
assumption of the Indenture and the Securities by Telex.
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ARTICLE THREE
RELEASE
SECTION 3.1. In connection with the assumption by Telex of all
the obligations of Holdings under the Indenture and the Securities pursuant to
Article Two hereof, Holdings is hereby released and discharged from its
obligations under the Indenture and the Securities.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.1. The Trustee accepts the modification of the
Indenture effected by this First Supplemental Indenture, but only upon the terms
and conditions set forth in the Indenture. Without limiting the generality of
the foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of Telex and
Holdings. The Trustee makes no representation and shall have no responsibility
as to the validity and sufficiency of this First Supplemental Indenture or the
proper authorization or the due execution hereof by Holdings and Telex.
SECTION 4.2. If and to the extent that any provision of this
First Supplemental Indenture limits, qualifies or conflicts with another
provision included in this First Supplemental Indenture, or in the Indenture,
which is required to be included in this First 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 4.3. Except as expressly amended by the First
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 First 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.
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SECTION 4.3. Nothing in this First Supplemental Indenture is
intended to or shall provide any rights to any parties other than those
expressly contemplated by this First Supplemental Indenture.
SECTION 4.4. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Indenture.
SECTION 4.5. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 4.6. 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 4.7. This First Supplemental Indenture shall become
effective as of the effective time of the Merger.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
TELEX COMMUNICATIONS
GROUP, INC.
By__________________________
Name:
Title:
TELEX COMMUNICATIONS, INC.
By__________________________
Name:
Title:
MANUFACTURERS AND TRADERS
TRUST COMPANY, as Trustee
By__________________________
Name:
Title:
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