EXHIBIT 4.5
SUPPLEMENTAL INDENTURE
----------------------
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August
30, 1999 among BI Acquisition, LLC, a Delaware limited liability company (the
"New Guarantor"), a subsidiary of Muzak LLC (or its successor), a Delaware
limited liability company (the "Company"), Muzak Finance Corp., a Delaware
corporation ("Finance Corp.", and together with the Company, the "Issuers"), the
Guarantors (the "Existing Guarantors") under the Indenture referred to below,
and State Street Bank and Trust Company, as trustee under the Indenture referred
to below (the "Trustee").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS the Issuers have has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of March 18, 1999, providing for the issuance of up to an
aggregate principal amount of $150,000,000 of Senior Subordinated Notes due 2009
(the "Notes");
WHEREAS Section 4.22 of the Indenture provides that under certain
circumstances the Issuers is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all of the Issuers, obligations under
the Notes pursuant to a Guarantee on the terms and conditions set forth herein;
and
WHEREAS pursuant to Section 8.01 of the Indenture, the Trustee, the Issuers
and Existing Guarantors are authorized to execute and deliver this Supplemental
Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Issuers, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Noteholders as
follows:
1. Definitions. (a)Capitalized terms used herein without definition shall
-----------
have the meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as otherwise
herein expressly provided or unless the context otherwise requires: (i) the
terms and expressions used herein shall have the same meanings as corresponding
terms and expressions used in the Indenture; and (ii) the words 11herein,11
"hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
----------------------
severally with all other Guarantors, to guarantee the Issuers, obligations under
the Notes on the terms and subject to the conditions set forth in Article 10 of
the Indenture and to be bound by all other applicable provisions of the
Indenture. From and after the date hereof, the New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Notes.
3. Ratification of Indenture; Supplemental Indentures; Part of Indenture.
---------------------------------------------------------------------
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Noteholder heretofore or hereafter
authenticated and delivered shall be bound hereby.
4. Governing Law. THIS 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.
5. Trustee Makes No Representation. The Trustee makes no representation as
-------------------------------
to the validity or sufficiency of this Supplemental Indenture.
6. Counterparts. The parties may sign any number of copies of this
------------
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. Effect of Headings. The Section headings herein are for convenience only
------------------
and shall not affect the construction thereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
BI ACQUISITION, LLC
By:
----------------------------------
Name:
Title:
MUZAK LLC
By:
----------------------------------
Name:
Title:
MUZAK FINANCE CORP.
By:
----------------------------------
Name:
Title:
EXISTING GUARANTORS:
MUZAK HOLDINGS LLC
By:
----------------------------------
Name:
Title:
3
MUZAK CAPITAL CORPORATION
By:
----------------------------------
Name:
Title:
MLP ENVIRONMENTAL MUSIC, LLC
By:
----------------------------------
Name:
Title:
BUSINESS SOUND INC.
By:
----------------------------------
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
----------------------------------
Name:
Title:
4
