Exhibit 4.1 (c)
SECOND SUPPLEMENTAL INDENTURE TO
INDENTURE DATED MARCH 24, 1997
Second Supplemental Indenture dated as of November 21, 2001 (this "Second
Supplemental Indenture"), by and between Telex Communications, Inc., a Delaware
corporation (the "Company"), and Bank One, N.A., a national banking association
duly organized and existing under the laws of the United States of America, as
trustee (the "Trustee").
Witnesseth:
Whereas, the Company and the Trustee are parties to the Indenture dated as
of March 24, 1997 between EV International, Inc. (the Company's prior name) and
The Bank of New York (as original trustee), with Bank One Trust Company as
successor Trustee, as further supplemented pursuant to the First Supplemental
Indenture dated as of April 11, 2001, under which $100 million in aggregate
principal amount of the Company's 11% Senior Subordinated Notes Due 2007 (CUSIP
No. 000000XX0) (the "Securities") are issued and outstanding (the original
aforementioned Indenture as amended and supplemented being herein referred to as
the "Indenture");
Whereas, pursuant to the Amended and Supplemented Consent Solicitation
Statement and Exchange Offering Memorandum dated October 24, 2001 (the "Consent
Solicitation Statement and Exchange Offering Memorandum") of the Company, the
Company has solicited consents of the Holders to authorize the amendment of the
Indenture, to authorize the "Restructuring Transactions" described in the
Consent Solicitation Statement and Exchange Offering Memorandum and to waive any
existing Defaults and Event of Defaults under the Indenture;
Whereas, the Restructuring Transactions include the issuance by the
Company of new 13% Senior Subordinated Discount Notes due 2006 (the "13% Senior
Subordinated Discount Notes due 2006") with a deemed issue price of $56.25
million in the aggregate which will accrete to an aggregate principal amount of
$105,588,982.42 by the scheduled maturity date of the 13% Senior Subordinated
Discount Notes due 2006;
Whereas, in accordance with Section 9.2 of the Indenture, the Company has
received the written consent of Holders of a 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; and
Whereas, all conditions precedent and requirements necessary to make this
Second 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 agreed, for the equal and proportionate benefit of
all holders of the Securities, as follows:
Article I
Amendments, Etc.
Section 1.01. The Indenture is hereby amended by striking the following
sections of the Indenture in their entirety: Section 4.2 ("SEC Reports");
Section 4.3 ("Limitation on Indebtedness"); Section 4.4 ("Limitation on
Restricted Payments"); Section 4.5 ("Limitation on Restrictions on Distributions
from Restricted Subsidiaries"); Section 4.6 ("Limitation on Sales of Assets");
Section 4.7 ("Limitation on Transactions with Affiliates"); Section 4.8 ("Change
of Control"); Section 4.9 ("Compliance Certificate; Notice of Default"); Section
4.11 ("Limitation on Liens"); Section 4.12 ("Additional Note Guarantors");
Section 4.13 ("Limitation on the Sale or Issuance of Preferred Stock of
Restricted Subsidiaries"); Section 4.14 ("Limitation on Layering"); and Section
5.1 ("When Company May Merge or Transfer Assets"). The Indenture is hereby
further amended to delete all definitions, Events of Default and other
provisions under the Indenture when references to such definitions, Events of
Default or other provisions would be eliminated as a result of the foregoing.
The Holders of a majority in principal amount of the outstanding Securities have
consented to the amendment of the Indenture as described in this Section 1.01
and to the designation of the 13% Senior Subordinated Discount Notes due 2006 as
"Designated Senior Indebtedness" under the Indenture, and the foregoing are
hereby authorized and effected.
Section 1.02. The Holders of a majority in principal amount of the
outstanding Securities have consented to the "Restructuring Transactions"
(including without limitation the "Contribution Transactions", if the Company
elects to effect the Contribution Transactions) (as such terms are defined in
the Consent Solicitation Statement and Exchange Offering Memorandum); and the
Restructuring Transactions (including without limitation the Contribution
Transactions) are hereby authorized.
Section 1.03. The Holders of a majority in principal amount of the
outstanding Securities have consented to the waiver of, and have waived, all
Defaults and Events of Default which exist as of the date hereof (including
without limitation with respect to the payment of accrued interest under the
Securities) and any acceleration of the principal amount and interest due under
the Securities based on such Defaults and Events of Default; and such waivers
are hereby authorized and effected.
Article II
Miscellaneous
Section 2.01. 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, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the
Company. The Trustee 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 the Company.
Section 2.02. 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.
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Section 2.03. Except as expressly amended by this Second Supplemental
Indenture and Section 2.02 hereof, the Indenture is in all respects ratified and
confirmed by the parties hereto and all the terms, conditions and provisions
thereof (including without limitation the subordination provisions thereof for
the benefit of the holders of Senior Indebtedness) 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 2.04. 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 2.05. Capitalized terms not otherwise defined herein shall have
the meaning set forth in the Indenture.
Section 2.06. This Second Supplemental Indenture shall be construed in
accordance with and governed by the laws of the State of New York.
Section 2.07. 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 2.08. This Second Supplemental Indenture shall become effective as
of the date hereof.
In witness whereof, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
Telex Communications, Inc. Bank One, N.A.,
as Trustee
By: /S/ Xxxxxxx X. Xxxxxxx By: /S/ Xxxxxxx X. Xxxxx
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Xxxxxxx Xxxxxxx Xxxxxxx X. Xxxxx
Vice President and Chief Financial Director, Fiduciary Workout
Officer Services
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