Exhibit 4.1
TELETRAC, INC.
AND
HSBC BANK USA, TRUSTEE
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SUPPLEMENTAL INDENTURE
DATED AS OF _________, 2001
TO INDENTURE
DATED AS OF SEPTEMBER 29, 1999
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$15,000,000
9% NOTES DUE 2004
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of ________, 2001 to INDENTURE, dated
as of September 29, 1999, between TELETRAC, INC., a Delaware corporation
(the "Company") and HSBC BANK USA, as Trustee (the "Indenture").
Capitalized terms used but not defined herein shall have the meanings set
forth in the Indenture.
WHEREAS, in accordance with the provisions of Section 9.02 of the
Indenture, and as an inducement to Trafficmaster Plc ("Trafficmaster") and
TT Merger Sub, Inc. ("Merger Sub") to enter into that certain Agreement and
Plan of Merger dated as of ________, 2001 by and between the Company,
Trafficmaster and Merger Sub and to consummate the transaction thereunder,
the Holders of the requisite aggregate principal amount of the outstanding
Notes have consented, by written act delivered to the Company, to the
amendments to the provisions of the Indenture contained herein; and
WHEREAS, the Board of Directors of the Company has approved the
amendments to the provisions of the Indenture contained herein;
NOW, THEREFORE, each party hereto agrees as follows for the benefit of
each other party and for the equal and ratable benefit of the Holders of
the Notes:
1. Section 4.08. Section 4.08(a)(iii) of the Indenture is hereby
amended and restated in its entirety to read as follows:
"voluntarily purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is
expressly subordinated in right of payment to the
Notes, except in accordance with the scheduled
mandatory redemption or repayment provisions set forth
in the original documentation governing such
Indebtedness or except for loans made to the Company by
Trafficmaster Plc or any of its Subsidiaries; or"
2. Section 4.11. Section 4.11 of the Indenture is hereby amended and
restated in its entirety to read as follows:
"The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, sell, lease,
license, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or
assets from, or enter into or make any contract,
agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the
foregoing, an "Affiliate Transaction"), unless: (i)
such Affiliate Transaction is on terms that are no less
favorable to the Company or such Subsidiary than those
that would have been obtained in a comparable arm's
length transaction by the Company or such Subsidiary
with an unrelated Person; and (ii) the Company delivers
to the Trustee, with respect to any Affiliate
Transaction involving aggregate consideration in excess
of $2.0 million, a resolution of the Board of Directors
of the Company set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies
with clause (i) above and such Affiliate Transaction is
approved by a majority of the disinterested members of
the Board of Directors; provided, that the following
shall be deemed not to be Affiliate Transactions: (1)
any reasonable employment agreement or stock option
agreement entered into by the Company or any of its
Subsidiaries with any of their respective employees in
the ordinary course of business; (2) transactions
between or among the Company and its Subsidiaries; (3)
Restricted Payments permitted by clauses (i) and (ii)
of the second paragraph of Section 4.08 hereof and
Permitted Investments of a type referred to in clauses
(i) and (iii) of the definition of Permitted
Investments; (4) the payment of reasonable fees to
directors of the Company or any of its Subsidiaries;
and (5) Affiliate Transactions pursuant to agreements
in effect on the date of this Indenture and described
in the Disclosure Statement and renewals and extensions
of such agreements on terms no less favorable to the
Holders than the terms of such original agreements and
transactions. Notwithstanding the foregoing, no
transactions with, or for the benefit of the Holders,
shall be deemed an Affiliate Transaction pursuant to
this Section 4.11."
3. Section 4.17. Section 4.17 of the Indenture is hereby amended and
restated in its entirety to read as follows:
"The Company will not, and will not permit any of its
Subsidiaries to, engage in any business other than that
which is related to the design, development,
procurement, installation, operation or marketing of
location, fleet management or related two-way messaging
systems and businesses, other telematic business and
reasonably related extensions thereof."
4. No Conflict With Existing Provisions Notwithstanding any other
provision of the Indenture or the Notes to the contrary, the performance by
the Company of the terms and provisions of this Supplemental Indenture
shall not contravene any covenant, duty or obligation of the Company
contained in the Indenture or the Notes.
All parties may sign any number of copies or counterparts of this
Supplemental Indenture. Each signed counterpart shall be an original, but
all of them together shall represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.
COMPANY:
TELETRAC, INC.
By:
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Name:
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(print)
Title:
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TRUSTEE:
HSBC BANK USA
By:
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Name:
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(print)
Title:
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