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EXHIBIT 4.7
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF MAY 19, 1999
WAIVER AND AMENDMENTS
TO THAT CERTAIN INDENTURE
DATED AS OF DECEMBER 21, 1993
RELATING TO $85,000,000
SERIES A AND B
10-5/8% SENIOR SECURED NOTES
DUE 2000
AND
TO THE SERIES B NOTES
_______________________________
GENERAL MEDIA, INC.
SUBSIDIARY GUARANTORS
_______________________________
IBJ WHITEHALL BANK & TRUST COMPANY
(FORMERLY KNOWN AS IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY)
TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
Dated, as of May 19, 1999
FIRST SUPPLEMENTAL INDENTURE dated May 19, 1999 (this "Supplemental
Indenture") among GENERAL MEDIA, INC, a Delaware corporation (the "Company"),
each of the "SUBSIDIARY GUARANTORS" listed on the signature pages hereof and
IBJ WHITEHALL BANK & TRUST COMPANY (formerly known as IBJ ▇▇▇▇▇▇▇▇ Bank & Trust
Company), AS TRUSTEE under the Indenture defined below (the "Trustee").
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are
parties to a certain Indenture dated as of December 21, 1993 (the "Indenture"),
pursuant to which $85,000,000 in aggregate principal amount of the Company's
Series B 10-5/8% Senior Secured Notes due 2000 (the "Notes") have been issued;
WHEREAS, Section 9.02 of the Indenture and Section 11 of the Notes provide
that the Company, the Subsidiary Guarantors and the Trustee may waive, amend
and supplement the provisions of the Indenture and the Notes as provided for
herein with the consent of the Holders of at least a majority in outstanding
principal amount of the Notes ("Majority Consent"), and the Company has
obtained and filed with the Trustee evidence of such Majority Consent to this
Supplemental Indenture;
WHEREAS, the execution and delivery of this Supplemental Indenture by the
Company and each of the Subsidiary Guarantors have been duly authorized by
resolutions of their respective Boards of Directors, and all other conditions
and requirements necessary to authorize and permit the execution and delivery
of this Supplemental Indenture by all parties hereto have been performed and
fulfilled; and
WHEREAS, the Company and the Subsidiary Guarantors have requested that the
Trustee join them in the execution and delivery of this Supplemental Indenture
for the purpose of waiving and amending certain provisions of the Indenture and
the Notes as hereinafter set forth, and the Trustee is willing to do so;
NOW, THEREFORE, in consideration of the premises hereof and for other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Subsidiary Guarantors covenant and agree with
the Trustee, for the equal and proportionate benefit of the respective holders
from time to time of the Notes, as follows:
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ARTICLE I
AMENDMENTS TO INDENTURE
Section 1.1 DEFINITIONS. Section 1.01 of the Indenture is amended
by the addition of the following definition:
"'Auto Assets Sale' means, the sale, on or about March 2, 1999, by General
Media Automotive Group, Inc., (successor-in-interest by merger to Four
Wheel Publishing, Ltd., Open Wheel Publications, Inc., Stock Car Racing
Publications, Inc., and Super Stock Publications, Inc.), a Subsidiary
Guarantor Hereunder ("GMAG"), of certain of its assets to ▇▇▇▇ ▇▇▇▇▇▇▇▇,
Inc. ("EMAP"), pursuant to a certain Asset Sale and Purchase Agreement
dated as of February 9, 1999, between GMAG and EMAP."
Section 1.2 ASSET SALES OFFER. The Second Paragraph of Section 4.09 of
the Indenture is hereby deleted and replaced with the following:
"Within 180 days after any Asset Sale, the Company or Subsidiary, as
applicable, may apply the Net Proceeds from such Asset Sale to an
investment in another business or capital expenditure or other tangible or
long-term assets in the same or a similar line of business as the Company
or any Subsidiary was engaged in on the date of this Indenture. Pending the
final application of any such Net Proceeds, the Company or Subsidiary, as
applicable, may temporarily invest such Net Proceeds in any manner that is
not prohibited by this Indenture. Any Net Proceeds from the Asset Sale that
are not applied or invested as provided in the first sentence of this
paragraph will be deemed to constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $5 million, the Company shall
make an offer to all Holders (an "Asset Sale Offer") to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase, in accordance with the procedures in Section 3.09 hereof,
provided, that, solely in the case of the Auto Assets Sale, the entire Net
Proceeds thereof shall be deemed Excess Proceeds (the "Auto Excess
Proceeds") and the Company shall as soon as practicable after the
completion of the Auto Assets Sale make an Asset Sale Offer to purchase
with the Auto Excess Proceeds $28,000,000 in principal amount of the Notes
at an offer price in cash in an amount equal to not less than 95% of the
principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase, in accordance with the procedures in Section 3.09 hereof
(the "Auto Asset Sale Offer"). To the extent that the aggregate purchase
price of the Notes tendered pursuant to any Asset Sale Offer plus all
accrued interest and the costs of such Asset Sale Offer ("Total Offer
Expenditure") is less than the Excess Proceeds, the Company or Subsidiary,
as applicable, may use such deficiency for general corporate purposes. If,
however, in connection with any Asset Sale Offer, the aggregate principal
amount of Notes tendered exceeds the amount of Excess Proceeds (or, in the
case of the Auto Asset Sale Offer, would cause the Total Offer Expenditure
to exceed the Total Offer Expenditure that would apply if no more than
$28,000,000 in aggregate principal amount of the Notes had been tendered),
the Company shall select the Notes (or portions thereof) to be purchased on
a pro rata basis, such that the aggregate
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principal amount of the Notes purchased in respect of such Asset Sale
Offer shall not exceed the Excess Proceeds (or, in the case of the Auto
Asset Sale Offer, such that the Total Offer Expenditure shall not exceed
the Total Offer Expenditures that would apply if no more than $28,000,000
in principal amount of the Notes had been tendered). Upon completion of
such offer to purchase, the amount of the Excess Proceeds with respect to
Net Proceeds received prior to the commencement of such offer shall be
reset at zero.
Notwithstanding anything to the contrary in this Section
4.09, the Company shall not, and shall not permit any of its Subsidiaries
to, issue or sell equity securities of any of their respective
subsidiaries in violation of the Pledge Agreement."
ARTICLE II
AMENDMENT TO NOTES
Section 2.1 ASSET SALES. Section 8(b) of each of the Notes is hereby
amended to read in its entirety as follows:
"(b) If the Company consummates any Asset Sales, and when
the aggregate amount of Excess Proceeds exceeds $5 million, the Company
shall make an offer to all Holders of Notes to purchase the maximum
principal amount of Notes that may be purchased out of such Excess
Proceeds at an offer price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase
in accordance with the procedures set forth in the Indenture, provided,
that, solely in the case of the Auto Assets Sale, the Company shall as
soon as practicable after the completion of the Auto Assets Sale make an
Asset Sale Offer to purchase with such Excess Proceeds $28,000,000 in
principal amount of the Notes at an offer price in cash in an amount equal
to not less than 95% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase, in accordance with
Section 4.09 of the Indenture. Holders of Notes that are the subject of an
offer to purchase will receive an Asset Sale Offer from the Company prior
to any related purchase date and may elect to have such notes purchased by
completing the form entitled "Option of Holder to Elect Purchase"
appearing below."
ARTICLE III
WAIVER OF CERTAIN PROVISIONS
Section 3.1 WAIVER. Majority Consent having been obtained therefor, the
Trustee hereby waives, on behalf of all Holders, the provisions of the
Indenture, including, without limitation, any procedural requirements of Section
3.09 thereof, to the extent necessary to permit the Auto Asset Sale Offer and
the consummation thereof as contemplated by and in accordance with the terms of
the Offer to Purchase and Consent Solicitation Statement and the Consent and
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Letter of Transmittal, each dated as of April 27, 1999, previously distributed
by the Company to all Holders of the Notes.
ARTICLE IV
MISCELLANEOUS
Section 4.1 TERMS DEFINED. Terms used in capitalized form herein and
defined in the Indenture have the meanings specified in the Indenture.
Section 4.2 REAFFIRMATION. Except as hereby expressly amended, the
Indenture and the Notes are in all respects ratified and confirmed and all the
terms, provisions and conditions thereof shall be and remain in full force and
effect.
Section 4.3 GOVERNING LAW. This Supplemental Indenture and each and every
provision hereof shall be construed in accordance with the laws of the State of
New York.
Section 4.4 SUCCESSORS AND ASSIGNS. All the covenants in this Supplemental
Indenture contained by or on behalf of the Company and Subsidiary Guarantors
shall bind its successors and assigns, whether so expressed or not.
Section 4.5 COUNTERPARTS. This Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
IBJ WHITEHALL BANK & TRUST COMPANY, as Trustee, hereby accepts the
trusts in this Supplemental Indenture declared and provided, upon the terms and
conditions hereinabove set forth, subject to the terms and provisions defining
and limiting the liabilities and responsibilities of the Trustee in the
performance of the trust created by the Indenture as hereby amended.
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IN WITNESS WHEREOF, the Company and each of the Subsidiary Guarantors has
caused this Supplemental Indenture to be signed in its corporate name and
acknowledged by its President or one of its Vice Presidents, and its corporate
seal to be impressed hereon, duly attested by its Secretary or an Assistant
Secretary; and Trustee has caused this Supplemental Indenture to be signed and
acknowledged by one of its Vice Presidents, and its corporate seal to be
impressed hereon, duly attested by its Secretary or by one of its Assistant
Secretaries, as of the date and year first above written.
Dated as of May 19, 1999 GENERAL MEDIA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President/
Chief Financial Officer
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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(SEAL)
Dated as of May 19, 1999 SUBSIDIARY GUARANTORS:
GENERAL MEDIA ART HOLDING, INC.
GENERAL MEDIA COMMUNICATIONS, INC.
GENERAL MEDIA ENTERTAINMENT, INC.
GENERAL MEDIA FILMS, INC.
GENERAL MEDIA INTERNATIONAL
FINANCIAL SERVICES, N.V.
GENERAL MEDIA (UK), LTD.
GMI WORLDWIDE ON-LINE SERVICES, INC.
PENTHOUSE CLUBS INTERNATIONAL
ESTABLISHMENT
PENTHOUSE FINANCIAL SERVICES, N.V.
PENTHOUSE IMAGES ACQUISITIONS, LTD.
PENTHOUSE MUSIC, LTD.
PURE ENTERTAINMENT
TELECOMMUNICATIONS (CURACAO), N.V.
PURE ENTERTAINMENT
TELECOMMUNICATIONS, INC.
GENERAL MEDIA AUTOMOTIVE GROUP, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
(for each of the above-listed Subsidiary
Guarantors)
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
(for each of the above-listed
Subsidiary Guarantors)
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Dated as of May 19, 1999 IBJ WHITEHALL BANK &
TRUST COMPANY (formerly known as IBJ
▇▇▇▇▇▇▇▇ Bank & Trust Company), as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇
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(SEAL)
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STATE OF NEW YORK )
) ss.:
COUNTY OF New York )
On the 19 day of May, 1999, before me personally came ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, to me known, who, being by me dully sworn, did depose and say that he
resides at ▇ ▇▇▇▇▇▇▇ ▇▇. Glen Cove, NY, that he is Senior Vice President/Chief
Financial Officer of GENERAL MEDIA, INC., one of the parties described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereby by like authority.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Public, State of New York
[NOTARIAL SEAL] No. 4948883
Qualified in Nassau County
Term Expires March 27, 2001
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 19th day of May 1999, before me personally came ▇▇▇▇ ▇▇▇▇▇▇▇▇,
to me known, who, being by me duly sworn, did depose and say that she resides at
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; that she is Executive Vice
President of each of GENERAL MEDIA ART HOLDING, INC., GENERAL MEDIA
COMMUNICATIONS, INC., GENERAL MEDIA ENTERTAINMENT, INC., GENERAL MEDIA FILMS,
INC., GENERAL MEDIA INTERNATIONAL FINANCIAL SERVICES, N.V., GENERAL MEDIA (UK),
LTD., GMI WORLDWIDE ON-LINE SERVICES, INC., PENTHOUSE CLUBS INTERNATIONAL
ESTABLISHMENT, PENTHOUSE FINANCIAL SERVICES, N.V., PENTHOUSE IMAGES
ACQUISITIONS, LTD., PENTHOUSE MUSIC, LTD., PURE ENTERTAINMENT TELECOMMUNICATIONS
(CURACAO), N.V., PURE ENTERTAINMENT TELECOMMUNICATIONS, INC. AND GENERAL MEDIA
AUTOMOTIVE GROUP, INC., each being one of the parties described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereby by like authority.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
[NOTARIAL SEAL] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
NOTARY PUBLIC, State of New York
No. 4948883
Qualified in Nassau County
Term Expires March 27, 2001
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 21st day of May 1999, before me personally came ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that he
resides at Sayreville, NY; that he is AVP of IBJ Whitehall Bank & Trust Company
(formerly known as IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company), one of the parties
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereby by like
authority.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Notary Public
[NOTARIAL SEAL]
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