EXHIBIT 4.1
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL
INDENTURE"), dated as of November 25, 2002, is made by and among X.X. XXXXXXXXX
INC., a corporation duly organized and existing under the laws of the State of
Delaware, as issuer (the "Issuer"), X.X. XXXXXXXXX CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware, as a
guarantor and successor to The Dun & Bradstreet Corporation ("RHD"), X.X.
XXXXXXXXX ACQUISITIONS, INC., a corporation duly organized and existing under
the laws of the State of Delaware, as a guarantor ("ACQUISITIONS"), X.X.
XXXXXXXXX APIL, INC., a corporation duly organized and existing under the laws
of the State of Delaware, as a guarantor ("APIL"), X.X. XXXXXXXXX CD, INC., a
corporation duly organized and existing under the laws of the State of Delaware,
as a guarantor ("RHD/CD"), GET DIGITAL XXXXX.XXX, INC., a corporation duly
organized and existing under the laws of the State of Delaware, as a guarantor
("GET DIGITAL") (the guarantors collectively referred to herein as the
"GUARANTORS"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "TRUSTEE").
RECITALS:
A. The Issuer, RHD and the Trustee have entered into an Indenture,
dated as of June 5, 1998 (the "Indenture").
B. Pursuant to the Indenture, the Issuer issued, RHD guaranteed and the
Trustee authenticated and delivered an aggregate principal amount of
$150,000,000 of the Issuer's 9-1/8% Senior Subordinated Notes due 2008.
C. Section 901 of the Indenture provides, among other things, that the
Company, the Guarantors and the Trustee may modify or supplement the Indenture
without the consent of the Holders of the outstanding Notes to, including,
without limitation, add new Guarantors pursuant to Section 1205.
D. In accordance with Section 1205 of the Indenture, each of
Acquisitions, APIL, RHD/CD and Get Digital hereby becomes a Subsidiary Guarantor
under, and subject to, the Indenture.
E. The execution of this Supplemental Indenture has been duly approved
and authorized by the Board of Directors of the Company and the Guarantors and
all other necessary corporate action on the part of the Company and the
Guarantors.
F. The Company has furnished, or caused to be furnished, to the
Trustee, and the Trustee has received, an Officers' Certificate and an Opinion
of Counsel stating, among other things, that this Supplemental Indenture is
authorized or permitted by the Indenture.
NOW THEREFORE, the parties hereto agree for the benefit of the other
parties, as follows:
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AGREEMENT:
SECTION 1. DEFINITIONS. Capitalized terms used but not otherwise
defined in this Supplemental Indenture have the meanings ascribed thereto in the
Indenture.
SECTION 2. ADDITIONAL GUARANTORS. Each of Acquisitions, APIL, RHD/CD
and Get Digital shall be (i) a Subsidiary Guarantor under the Indenture and (ii)
bound by and subject to the terms and conditions of the Indenture applicable to
a Subsidiary Guarantor thereunder.
SECTION 3. MISCELLANEOUS.
3.1. EFFECT AND OPERATION OF SUPPLEMENTAL INDENTURE. This
Supplemental Indenture shall be effective and binding immediately upon its
execution and thereupon this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Note heretofore or hereafter authenticated
and delivered under the Indenture shall be bound hereby.
3.2 CONFIRMATION AND PRESERVATION OF THE INDENTURE. The
Indenture as supplemented by this Supplemental Indenture is in all respects
confirmed and preserved.
3.3 INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER.
This Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
3.4 TRUST INDENTURE ACT CONTROLS. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision
which is required to be included in this Supplemental Indenture by the Trust
Indenture Act, the required provision shall control.
3.5 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
3.6 SUCCESSORS. All agreements of the Company in this
Supplemental Indenture shall bind its successors and assigns. All agreements of
the Guarantors in this Supplemental Indenture shall bind their respective
successors and assigns. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors and assigns.
3.7 MULTIPLE COUNTERPARTS. The parties may sign multiple
counterparts of this Supplemental Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent one and the same
agreement.
3.8 HEADINGS. The headings of the Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.
3.9 SEPARABILITY. Each provision of this Supplemental
Indenture shall be considered separable and if for any reason any provision
which is not essential to the effectuation of the basic
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purpose of this 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.
3.10 BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto and their successors, the holders of Senior Debt (subject to
Article 12 of the Indenture) and the Holders of Notes, any benefit or any legal
or equitable right, remedy or claim.
3.11 TRUSTEE. The Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture. The statements and
recitals herein are deemed to be those of the Issuer and the Guarantors and not
of the Trustee.
[Signatures are on the following pages.]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture
to be duly executed as of the date and the year first written above.
X.X. XXXXXXXXX INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX ACQUISITIONS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX APIL, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX CD, INC.
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
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XXX XXXX XX XXX XXXX
By: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
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Name: Xxxxx Xxxxxxxxx-Xxxxxx
Title: Vice President
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