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EXHIBIT 4.15
FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture, dated as of April 3, 1998, by and
among IXC Communications, Inc., a Delaware corporation (the "Company"), each of
the Guarantors listed on the signature pages hereto (the "Guarantors") and IBJ
Xxxxxxxx Bank & Trust Company, as trustee (the "Trustee"), under the Indenture
dated as of October 5, 1995, as amended by Amendment No. 1 to Indenture and
Subsidiary Guaranty dated as of June 4, 1996 and as supplemented by the First
Supplemental Indenture dated as of October 23, 1997, the Second Supplemental
Indenture dated as of December 22, 1997 and the Third Supplemental Indenture
dated as of January 6, 1998 among the Company, the Guarantors, and the Trustee
(as amended and supplemented, the "Indenture") pursuant to which the Company's
12 1/2% Senior Notes due 2005 (the "Senior Notes") were issued. Capitalized
terms used herein, but otherwise not defined herein, shall have the meanings
given to such terms in the Indenture.
WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company to authorize and approve certain
amendments (the "Proposed Amendments") to the Indenture;
WHEREAS, the Indenture provides, among other things, that the
Company and the Trustee may amend the Indenture as provided herein with the
consent of Holders of at least a majority in principal amount of the Senior
Notes outstanding (75% in principal amount of the Senior Notes outstanding with
respect to Section 4.10 and/or 4.15 of the Indenture);
WHEREAS, the Company has distributed an Offer to Purchase and
Consent Solicitation Statement (the "Solicitation Statement") and accompanying
Letter of Transmittal, each dated March 20, 1998 and attached hereto as Exhibit
A to the Holders of the Senior Notes in connection with the Proposed Amendments
as described in the Solicitation Statement;
WHEREAS, the holders of a majority in principal amount of the
Senior Notes outstanding (75% in principal amount of the Senior Notes
outstanding with respect to Section 4.10 and 4.15 of the Indenture) have
approved the Proposed Amendments to the provisions of the Indenture;
WHEREAS, all acts and proceedings required by law, the Indenture
and the charter documents of the Company necessary to constitute this Fourth
Supplemental Indenture as a valid and binding agreement for the uses and
purposes herein set forth, in accordance with its terms, have been done and
taken; and the execution and delivery of this Fourth Supplemental Indenture by
the Company and each of the Guarantors have been in all respects duly
authorized; and
WHEREAS, the Company has furnished the Trustee with (i) an
Officers' Certificate and an Opinion of Counsel stating that the conditions
precedent to the execution by the Trustee of this Fourth Supplemental Indenture
have been satisfied, (ii) resolutions of the Company and each of the Guarantors
authorizing the execution of the Fourth Supplemental Indenture, and (iii) a
request of the Company.
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NOW, THEREFORE, each party hereto, for the equal and
proportionate benefit of the other parties hereto and the Holders, is executing
and delivering this Fourth Supplemental Indenture.
Section 1. Elimination of Certain Covenants and Guarantees. Section 4.03
Reports, Section 4.05 Taxes, Section 4.07 Limitation on Restricted Payments,
Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries, Section 4.09 Incurrence of Indebtedness and Issuance of Preferred
Stock, Section 4.10 Asset Sales, Section 4.11 Limitation on Transactions with
Affiliates, Section 4.12 Liens, Section 4.13 Sale and Leaseback Transactions,
Section 4.14 Corporate Existence, Section 4.15 Change of Control, Section 4.16
Limitations on Issuances and Sales of Capital Stock of Wholly Owned Restricted
Subsidiaries, Section 5.01 Merger, Consolidation or Sale of Assets and Article
11 Subsidiary Guarantees of the Indenture (collectively the "Designated
Provisions") are each hereby deleted in their entirety and replaced with
"Intentionally Omitted."
Section 2. Elimination of Certain Definitions. Notwithstanding any
provision in the Indenture to the contrary, any references to any definitions
which occur only within the Designated Provisions as in effect prior to the
execution of this Fourth Supplemental Indenture shall be deleted from Section
1.01 Definitions of the Indenture and shall be of no force or effect.
Section 3. Elimination of Guarantees by Guarantors. Notwithstanding any
provision in the Indenture to the contrary, any reference in the Indenture with
respect to any guarantee of the Senior Notes by any Guarantor shall be
eliminated, including without limitation, any reference to any Subsidiary
Guarantee and Exhibit B contained in the Indenture, and shall be of no force or
effect. Exhibit B attached to the Indenture and any Subsidiary Guarantee
appurtenant to the Senior Notes shall be eliminated and shall be of no force or
effect.
Section 4. Elimination of Certain Events of Default. Notwithstanding any
provision in the Indenture to the contrary, any Event of Default set forth in
paragraphs (c), (d), (e), (f) and (i) of Section 6.01 Events of Default of the
Indenture ("Section 6.01") relating to compliance with any of the Designated
Provisions, and relating to defaults with respect to other indebtedness or
judgments rendered in court is hereby eliminated. Paragraph (j) of Section 6.01
is hereby deleted and replaced with "Intentionally Omitted" and paragraph (i) of
Section 6.01 is hereby amended to add "or" at the end of such paragraph.
Section 5. Senior Notes. The applicable provisions of the Senior Notes
are hereby amended to reflect the amendments set forth in this Fourth
Supplemental Indenture.
Section 6. Waiver. Notwithstanding any provision in the Indenture to the
contrary, the Holders of the Senior Notes waive the application of any provision
in the Indenture which would prohibit, restrict or otherwise limit the Company
from initiating, effectuating or consummating the Offer, the Solicitation and/or
the Proposed Financing (as such terms are defined in the Solicitation
Statement).
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Section 7. Miscellaneous.
a. Effect of Fourth Supplemental Indenture. Upon the execution
and delivery of this Fourth Supplemental Indenture by the Company, the
Guarantors and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Fourth Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Senior Notes heretofore or
hereafter authenticated and delivered under the Indenture shall be bound hereby.
b. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
c. Ratification of Indenture. As amended by this Fourth
Supplemental Indenture, the Indenture is in all respects ratified and confirmed
and, as so supplemented by this Fourth Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.
d. Confirmation and Preservation of Indenture. The Indenture as
supplemented by this Fourth Supplemental Indenture is in all respects confirmed
and preserved.
e. Conflict with Trust Indenture Act. If any provision of this
Fourth Supplemental Indenture limits, qualifies or conflicts with any provision
of the TIA that is required under the TIA to be part of and govern any provision
of this Fourth Supplemental Indenture, the provision of the TIA shall control.
If any provision of this Fourth 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 Indenture as so modified or to be excluded
by this Fourth Supplemental Indenture, as the case may be.
f. Severability. In case any provision in this Fourth
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.
g. Headings. The Section headings of this Fourth Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Fourth Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
h. Benefits of Fourth Supplemental Indenture, etc. Nothing in
this Fourth Supplemental Indenture or the Senior Notes, 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 Senior Notes, any
benefit of any legal or equitable right, remedy or claim under the Indenture,
this Fourth Supplemental Indenture or the Senior Notes.
i. Successors. All agreements of the Company and in this Fourth
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Fourth Supplemental Indenture shall bind its successors.
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j. The Trustee. In entering into this Fourth Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of
the Indenture relating to the conduct or affecting the liability or affording
protection to the Trustee. The Trustee shall not be responsible in any manner
whatsoever for the recitals of fact herein, all of which are made by the Company
and the Guarantors.
k. Governing Law. The internal law of the State of New York shall
govern and be used to construe this Fourth Supplemental Indenture without regard
to principals of conflict of laws thereof.
l. Events of Default. To the extent provisions of the Indenture
have been deleted by this Fourth Supplemental Indenture, the Company is hereby
relieved of its obligations under such provisions and such provisions shall not
hereafter give rise to a Default or an Event of Default. To the extent
provisions of the Indenture have been amended by this Fourth Supplemental
Indenture, a Default or an Event of Default may arise hereafter under such
provisions only as amended.
m. The Effective Date. This Fourth Supplemental Indenture shall
become a legally effective and binding instrument upon the execution and
delivery hereof by all parties hereto; provided, however, that Sections 1
through 5 of this Fourth Supplemental Indenture shall become operative on the
opening of business on the Payment Date (as defined in the Solicitation
Statement).
n. Counterparts. This Fourth Supplemental Indenture may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be executed by their respective officers, thereunto
duly authorized and attested, all as of the day and year first above written.
"Company"
Attest: IXC COMMUNICATIONS, INC.,
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President and Title: Executive Vice President
General Counsel and Chief Financial Officer
"Guarantors"
ATLANTIC STATES MICROWAVE
TRANSMISSION COMPANY
CENTRAL STATES MICROWAVE
TRANSMISSION COMPANY
TELCOM ENGINEERING, INC.
TOWER COMMUNICATION SYSTEMS
CORP.
WEST TEXAS MICROWAVE COMPANY
WESTERN STATES MICROWAVE
TRANSMISSION COMPANY
RIO GRANDE TRANSMISSION, INC.
IXC CARRIER, INC.
IXC LONG DISTANCE, INC.
LINK NET INTERNATIONAL, INC.
Attest: IXC INTERNATIONAL, INC.
IXC INTERNET SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President and Title: Executive Vice President
General Counsel and Chief Financial Officer
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"Trustee"
Attest: IBJ XXXXXXXX BANK & TRUST
COMPANY
By: /s/ Xxxxxxx XxXxxxxxx By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxx Xxxxxxx
Title: Assistant Secretary Title: Assistant Vice President
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