Exhibit 4.18
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Senior Subordinated Notes
Supplemental Indenture"), dated as of January 3, 2003 among X.X. Xxxxxxxxx Inc.,
a Delaware corporation ("Donnelley"), X.X. Xxxxxxxxx Corporation, a 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 Subordinated Notes Indenture"), providing for the
issuance of the 10-7/8% Senior Subordinated Notes due 2012 of Finance Corp. (the
"Securities"; capitalized terms used herein but not otherwise defined have the
meanings ascribed thereto in the Senior Subordinated Notes Indenture);
WHEREAS, Article Five of the Senior Subordinated Notes
Indenture provides that upon the execution and delivery by Donnelley to the
Trustee of this Senior Subordinated 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 Subordinated Notes Indenture and the Securities
and Finance Corp. shall be discharged from all obligations and covenants under
the Senior Subordinated Notes Indenture and the Securities;
WHEREAS, Section 10.02 of the Senior Subordinated Notes
Indenture provides that upon execution and delivery by each Guarantor to the
Trustee of this Senior Subordinated Notes Supplemental Indenture and a Guarantee
attached to the Senior Subordinated Notes Indenture in the form of Exhibit F
thereto, each Guarantor shall be a Guarantor under the Senior Subordinated Notes
Indenture and the Securities:
WHEREAS, Section 8.01(b) of the Senior Subordinated Notes
Indenture instructs the Trustee, Donnelley and the Guarantors to enter into this
Senior Subordinated Notes Supplemental Indenture; and
WHEREAS, this Senior Subordinated 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 Subordinated Notes
Indenture and the Securities.
Donnelley hereby agrees to be bound by all the terms,
provisions and conditions of the Senior Subordinated 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 Subordinated Notes Indenture and the
Securities, all to the extent provided in and in accordance with the terms and
conditions of, the Senior Subordinated Notes Indenture.
Each Guarantor hereby agrees to guarantee the obligations of
Donnelley assumed pursuant to the terms of this Senior Subordinated 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 Subordinated Notes Indenture and the
Securities.
Section 1.3. Trustee's Acceptance. The Trustee hereby
accepts this Senior Subordinated Notes Supplemental Indenture and agrees to
perform the same under the terms and conditions set forth in the Senior
Subordinated Notes Indenture.
ARTICLE II
Miscellaneous
Section 2.1. Effect of Supplemental Indenture. Upon the
execution and delivery of this Senior Subordinated Notes Supplemental Indenture
by Donnelley, Parent, the Guarantors and the Trustee, the Senior Subordinated
Notes Indenture shall be supplemented in accordance herewith, and this Senior
Subordinated Notes Supplemental Indenture shall form a part of the Senior
Subordinated Notes Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered under the Senior
Subordinated Notes Indenture shall be bound thereby.
Section 2.2. Senior Subordinated Notes Indenture Remains
in Full Force and Effect. Except as supplemented hereby, all provisions in the
Senior Subordinated Notes Indenture shall remain in full force and effect.
Section 2.3. Senior Subordinated Notes Indenture and
Senior Subordinated Notes Supplemental Indenture Construed Together. This Senior
Subordinated Notes Supplemental Indenture is an indenture supplemental to and in
implementation of the Senior Subordinated Notes Indenture, and the Senior
Subordinated Notes Indenture and this Senior Subordinated Notes Supplemental
Indenture shall henceforth be read and construed together.
Section 2.4. Confirmation and Preservation of Senior
Subordinated Notes Indenture. The Senior Subordinated Notes Indenture as
supplemented by this Senior Subordinated Notes Supplemental Indenture is in all
respects confirmed and preserved.
Section 2.5. Conflict with Trust Indenture Act. If any
provision of this Senior Subordinated 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 Subordinated
Notes Supplemental Indenture, such provision of the TIA shall control. If any
provision of this Senior Subordinated 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 Subordinated Notes
Indenture as so modified or to be excluded by this Senior Subordinated Notes
Supplemental Indenture, as the case may be.
Section 2.6. Severability. In case any provision in this
Senior Subordinated 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 Subordinated Notes
Supplemental Indenture. Nothing in this Senior Subordinated 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 Subordinated Notes Indenture,
this Senior Subordinated Notes Supplemental Indenture or the Securities.
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Section 2.8. Successors. All agreements of Donnelley in
this Senior Subordinated Notes Supplemental Indenture shall bind its successors.
All agreements of the Trustee in this Senior Subordinated Notes Supplemental
Indenture shall bind its successors.
Section 2.9. Certain Duties and Responsibilities of the
Trustee. In entering into this Senior Subordinated Notes Supplemental Indenture,
the Trustee shall be entitled to the benefit of every provision of the Senior
Subordinated 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 Subordinated
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 Subordinated 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 Subordinated Notes Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made by Donnelley and the
Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Senior
Subordinated 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
