SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of October 23, 2003, between XXXXXX/SYGNET
COMMUNICATIONS COMPANY, an Oklahoma corporation ("Xxxxxx/Sygnet") and THE BANK
OF NEW YORK, as successor to THE UNITED STATES TRUST COMPANY OF NEW YORK, AS
TRUSTEE ("Trustee").
WHEREAS there has heretofore been executed and delivered to the Trustee an
Indenture dated as of December 23, 1998 (the "Indenture"), providing for the
issuance of Xxxxxx/Sygnet's 12 1/4% Senior Notes Due 2008 (the "Securities");
WHEREAS there are now outstanding under the Indenture Securities in the
aggregate principal amount of $188.5 million;
WHEREAS Section 9.02 of the Indenture provides that Xxxxxx/Sygnet and the
Trustee may amend the Indenture with the written consent of the Holders of at
least a majority in aggregate principal amount of the Securities then
outstanding;
WHEREAS Xxxxxx/Sygnet desires to amend certain provisions of the Indenture,
as set forth in Article I hereof;
WHEREAS the Holders of at least a majority in aggregate principal amount at
maturity of the Securities outstanding have consented to the amendments effected
by this Supplemental Indenture; and
WHEREAS all things necessary to make this Supplemental Indenture a valid
agreement, in accordance with its terms, have been done.
NOW THEREFORE, this Supplemental Indenture witnesseth that, for and in
consideration of the premises, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
SECTION 1.01. Amendments to Articles Four, Five and Six. Operative upon the
date (the "Payment Date") Xxxxxx/Sygnet accepts for purchase and pays for all
Securities validly tendered pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated as of September 8, 2003, and any amendments,
modifications or supplements thereto, Sections 4.03, 4.04, 4.05, 4.06, 4.07,
4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.17 and 4.19; Section 5.01(iii), (iv)
and (v); all references thereto in their entirety, including without limitation
all references, direct or indirect, thereto in Section 6.01(c) and (d), and
Section 6.01(e), (f), (g), (h) and (i) of the Indenture, are hereby amended by
deleting all such sections.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Instruments To Be Read Together. This Supplemental Indenture
is an indenture supplemental to and in implementation of the Indenture, and said
Indenture and this Supplemental Indenture shall henceforth be read together.
SECTION 2.02. Confirmation. The Indenture as amended and supplemented by
this Supplemental Indenture is in all respects confirmed and preserved.
SECTION 2.03. Terms Defined. Capitalized terms used in this Supplemental
Indenture have been inserted for convenience of reference only, and are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.
SECTION 2.04. Headings. The headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, and
are not to be considered a part hereof and shall in no way modify or restrict
any of the terms and provisions hereof.
SECTION 2.05. Governing Law. The laws of the State of New York shall govern
this Supplemental Indenture.
SECTION 2.06. Counterparts. This Supplemental Indenture 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 2.07. Effectiveness; Termination. The provisions of this
Supplemental Indenture will take effect immediately upon its execution and
delivery by the Trustee in accordance with the provisions of Sections 9.02 and
9.06 of the Indenture; provided, that the amendments to the Indenture set forth
in Section 1.01 of this Supplemental Indenture shall not become operative until
the Payment Date as specified in Section 1.01 hereof. Xxxxxx/Sygnet shall give
written notice of the Payment Date to the Trustee.
SECTION 2.08. Acceptance by Trustee. The Trustee accepts the amendments to
the Indenture effected by this Supplemental Indenture and agrees to execute the
trusts created by the Indenture as hereby amended, but only upon the terms and
conditions set forth in the Indenture.
SECTION 2.09. Responsibility of Trustee. The recitals contained herein shall
be taken as the statements of Xxxxxx/Sygnet, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.
SECTION 2.10 Indemnification of Trustee. Xxxxxx/Sygnet agrees to indemnify
the Trustee and to hold the Trustee harmless from and against any and all
claims, demands, causes of action, losses, damages, liabilities, costs and
expenses (including, without limitation, attorneys' fees and court costs) at any
time asserted against or incurred by the Trustee by reason of, arising out of or
in connection with the execution of this Supplemental Indenture, except for the
Trustee's own negligent action, its own negligent failure to act, or its own
willful misconduct.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
XXXXXX/SYGNET COMMUNICATIONS COMPANY
By: XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK
By: XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Vice President
