Exhibit 4.14
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Senior Notes Supplemental
Indenture"), dated as of January 3, 2003 among X.X. Xxxxxxxxx Inc., a Delaware
corporation ("Donnelley"), X.X. Xxxxxxxxx Corporation, Delaware corporation
("Parent"), the Guarantors signatory hereto (the "Guarantors") and The Bank of
New York, as trustee under the Indenture referred to below (the "Trustee").
W I T N E S S E T H :
WHEREAS, Finance Corp. and the Trustee heretofore executed and
delivered an Indenture, dated as of December 3, 2002 (as heretofore amended and
supplemented, the "Senior Notes Indenture"), providing for the issuance of the
8-7/8% Senior Notes due 2010 of Finance Corp. (the "Securities"; capitalized
terms used herein but not otherwise defined have the meanings ascribed thereto
in the Senior Notes Indenture);
WHEREAS, Article Five of the Senior Notes Indenture provides
that upon the execution and delivery by Donnelley to the Trustee of this Senior
Notes Supplemental Indenture, Donnelley shall be the successor Company under the
Indenture and the Securities and shall succeed to, and be substituted for, and
may exercise every right and power of, Finance Corp. under the Senior Notes
Indenture and the Securities and Finance Corp. shall be discharged from all
obligations and covenants under the Senior Notes Indenture and the Securities;
WHEREAS, Section 10.02 of the Senior Notes Indenture provides
that upon execution and delivery by each Guarantor to the Trustee of this Senior
Notes Supplemental Indenture and a Guarantee attached to the Senior Notes
Indenture in the form of ExhibitF thereto, each Guarantor shall be a Guarantor
under the Senior Notes Indenture and the Securities:
WHEREAS, Section 8.01(b) of the Senior Notes Indenture
instructs the Trustee, Donnelley and the Guarantors to enter into this Senior
Notes Supplemental Indenture; and
WHEREAS, this Senior Notes Supplemental Indenture has been
duly authorized by all necessary corporate action on the part of each of
Donnelley, Parent and the Guarantors.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
Donnelley and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders as follows:
ARTICLE I
Assumption by Successor Company
Section 1.1. Assumption of the Securities. Donnelley
hereby expressly assumes and agrees promptly to pay, perform and discharge when
due each and every debt (including accrued original issue discount on such
debts, if any), obligation, covenant and agreement incurred, made or to be paid,
performed or discharged by Finance Corp. under the Senior Notes Indenture and
the Securities.
Donnelley hereby agrees to be bound by all the terms,
provisions and conditions of the Senior Notes Indenture and the Securities and
that it shall be the successor Company and shall succeed to, and be substituted
for, and may exercise every right and power of, Finance Corp., as the
predecessor Company, under the Senior Notes Indenture and the Securities, all to
the extent provided in and in accordance with the terms and conditions of, the
Senior Notes Indenture.
Each Guarantor hereby agrees to guarantee the obligations of
Donnelley assumed pursuant to the terms of this Senior Notes Supplemental
Indenture.
Section 1.2. Discharge of Finance Corp. Finance Corp. is
hereby expressly discharged from all debts, obligations, covenants and
agreements under or relating to the Senior Notes Indenture and the Securities.
Section 1.3. Trustee's Acceptance. The Trustee hereby
accepts this Senior Notes Supplemental Indenture and agrees to perform the same
under the terms and conditions set forth in the Senior Notes Indenture.
ARTICLE II
Miscellaneous
Section 2.1. Effect of Supplemental Indenture. Upon the
execution and delivery of this Senior Notes Supplemental Indenture by Donnelley,
Parent, the Guarantors and the Trustee, the Senior Notes Indenture shall be
supplemented in accordance herewith, and this Senior Notes Supplemental
Indenture shall form a part of the Senior Notes Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
under the Senior Notes Indenture shall be bound thereby.
Section 2.2. Senior Notes Indenture Remains in Full Force
and Effect. Except as supplemented hereby, all provisions in the Senior Notes
Indenture shall remain in full force and effect.
Section 2.3. Senior Notes Indenture and Senior Notes
Supplemental Indenture Construed Together. This Senior Notes Supplemental
Indenture is an indenture supplemental to and in implementation of the Senior
Notes Indenture, and the Senior Notes Indenture and this Senior Notes
Supplemental Indenture shall henceforth be read and construed together.
Section 2.4. Confirmation and Preservation of Senior
Notes Indenture. The Senior Notes Indenture as supplemented by this Senior Notes
Supplemental Indenture is in all respects confirmed and preserved.
Section 2.5. Conflict with Trust Indenture Act. If any
provision of this Senior Notes Supplemental Indenture limits, qualifies or
conflicts with any provision of the TIA that is required or deemed under the TIA
to be part of and govern any provision of this Senior Notes Supplemental
Indenture, such provision of the TIA shall control. If any provision of this
Senior Notes Supplemental Indenture modifies or excludes any provision of the
TIA that may be so modified or excluded, the provision of the TIA shall be
deemed to apply to the Senior Notes Indenture as so modified or to be excluded
by this Senior Notes Supplemental Indenture, as the case may be.
Section 2.6. Severability. In case any provision in this
Senior Notes Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 2.7. Benefits of Senior Notes Supplemental
Indenture. Nothing in this Senior Notes Supplemental Indenture or the
Securities, express or implied, shall give to any Person, other than the parties
hereto and thereto and their successors hereunder and thereunder and the Holders
of the Securities, any benefit of any legal or equitable right, remedy or claim
under the Senior Notes Indenture, this Senior Notes Supplemental Indenture or
the Securities.
Section 2.8. Successors. All agreements of Donnelley in
this Senior Notes Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind
its successors.
Section 2.9. Certain Duties and Responsibilities of the
Trustee. In entering into this Senior Notes Supplemental Indenture, the Trustee
shall be entitled to the benefit of every provision of the Senior Notes
Indenture and the Securities relating to the conduct or affecting the liability
or affording protection to the Trustee, whether or not elsewhere herein so
provided.
Section 2.10. Governing Law. This Senior Notes
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.
Section 2.11. Multiple Originals. The parties may sign any
number of copies of this Senior Notes Supplemental Indenture, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Section 2.12. Headings. The Article and Section headings
herein are inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.
Section 2.13. The Trustee. The Trustee shall not be
responsible in any manner for or in respect of the validity or sufficiency of
this Senior Notes Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made by Donnelley and the Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this Senior
Notes Supplemental Indenture to be duly executed as of the date first written
above.
X.X. XXXXXXXXX INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
GET DIGITAL XXXXX.XXX INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX APIL, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX ACQUISITIONS, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX CD INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX ACQUISITIONS II, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
DIRECTORIESAMERICA, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX PUBLISHING & ADVERTISING, INC.
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX DIRECTORY COMPANY
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
CENDON, L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Manager
THE BANK OF NEW YORK,
as trustee
By: /s/ Xxxxx Xxxxxxxxx Xxxxxx
Name: Xxxxx Xxxxxxxxx-Xxxxxx
Title: Vice President
