Third Supplemental Indenture dated as of April 11, 2001 (this "Third
Supplemental Indenture"), by and between Telex Communications, Inc., a Delaware
corporation (the "Company"), and Manufacturers and Traders Trust Company, a New
York trust company, as trustee (the "Trustee").
Witnesseth:
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Whereas, the Company and the Trustee are parties to the Indenture dated as
of May 6, 1997 between GST Acquisition Corp. ("GST") and the
Trustee, as supplemented pursuant to that certain First
Supplemental Indenture dated as of May 6, 1997 among Telex
Communications Group, Inc. (successor by merger to GST), Telex
Communications, Inc. (a predecessor by merger to the Company) and
the Trustee, and as further supplemented pursuant to that certain
Second Supplemental Indenture dated as of February 2, 1998 made by
the Company (under the Company's prior name, "EV International,
Inc.") in favor of the Trustee, under which $125 million in
aggregate principal amount of the Company's 10-1/2% Senior
Subordinated Notes Due 2007 (CUSIP No. 000000XX0) (the
"Securities") are issued and outstanding (the original
aforementioned Indenture as amended and supplemented being herein
referred to as the "Indenture");
Whereas, in accordance with Section 9.2 of the Indenture, the Company has
received the written consent of Holders of a majority in principal
amount of the Securities outstanding as of the date hereof to
certain amendments to the Indenture, and in accordance therewith,
the parties desire to amend the Indenture as herein provided; and
Whereas, all conditions precedent and requirements necessary to make this
Third Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been complied with,
performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized.
Now therefore, in consideration of the premises and intending to be legally
bound hereby, it is agreed, for the equal and proportionate benefit of all
holders of the Securities, as follows:
Article I
Amendments
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Section 1.01. Section 4.3(b) of the Indenture is hereby amended by:
(a) striking the language "and" at the end of clause (xvi) of Section 4.3(b) of
the Indenture;
(b) striking the "." at the end of clause (xvii) of Section 4.3(b) of the
Indenture and substituting in lieu thereof the language "; and"; and
(c) adding the following new clause (xviii) following clause (xvii) of Section
4.3(b) of the Indenture:
"(xviii) Indebtedness of the Company in an aggregate principal amount
outstanding from time to time not to exceed $20 million, plus any increase
in the amount of such Indebtedness resulting from any accrual, compounding
or payment-in-kind of interest under such Indebtedness which is not paid
currently in cash or which is added to the principal
amount of such Indebtedness, including without limitation any refunding,
restructuring, replacement, substitution, renewal or modification of such
Indebtedness."
Section 1.02. Section 4.14 of the Indenture is hereby amended by adding the
following language at the end of the first sentence of Section 4.14 of the
Indenture and before the ".":
"; however, Indebtedness incurred pursuant to the provisions of clause
(xviii) of Section 4.3(b) may be Senior Indebtedness (including without
limitation for purposes of Article 10), notwithstanding that such
Indebtedness is subordinated in right of payment to other Senior
Indebtedness, and such Indebtedness need not be designated as Senior
Subordinated Indebtedness"
Section 1.1 of the Indenture is hereby amended also by adding the foregoing
language at the end of clause (4) of the definition of "Senior Indebtedness".
Article II
Miscellaneous
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Section 2.01. The Trustee accepts the modification of the Indenture effected by
this Third Supplemental Indenture, but only upon the terms and conditions set
forth in the Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals herein
contained, which shall be taken as the statements of the Company. The Trustee
makes no representation and shall have no responsibility as to the validity and
sufficiency of this Third Supplemental Indenture or the proper authorization or
the due execution hereof by the Company.
Section 2.02. If and to the extent that any provision of this Third Supplemental
Indenture limits, qualifies or conflicts with another provision included in this
Third Supplemental Indenture, or in the Indenture, which is required to be
included in this Third Supplemental Indenture or the Indenture by any of the
provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939, as amended, such required provision shall control.
Section 2.03. Except as expressly amended by this Third Supplemental Indenture
and Section 2.02 hereof, the Indenture is in all respects ratified and confirmed
by the parties hereto and all the terms, conditions and provisions thereof shall
remain in full force and effect. This Third Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
Section 2.04. Nothing in this Third Supplemental Indenture is intended to or
shall provide any rights to any parties other than those expressly contemplated
by this Third Supplemental Indenture.
Section 2.05. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Indenture.
Section 2.06. This Third Supplemental Indenture shall be construed in accordance
with and governed by the laws of the State of New York.
Section 2.07. This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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Section 2.08. This Third Supplemental Indenture shall become effective as of the
date hereof.
* * *
In witness whereof, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the day and year first above written.
Telex Communications, Inc. Manufacturers and Traders Trust Company,
as Trustee
By: By:
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Xxxxxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
Vice President and Chief Financial Assistant Vice President
Officer
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