THE MCCLATCHY COMPANY, as Issuer, and THE SUBSIDIARY GUARANTORS PARTIES HERETO SECOND SUPPLEMENTAL INDENTURE Dated as of March 15, 2019 to INDENTURE Dated as of December 18, 2018 THE BANK OF NEW YORK MELLON, as Trustee and as Collateral Agent

 

Exhibit 4.2

 

 

THE MCCLATCHY COMPANY,

 

as Issuer,

 

and

 

THE SUBSIDIARY GUARANTORS PARTIES

HERETO

 

6.875% Senior Secured Junior Lien Notes due 2031

 

 

SECOND SUPPLEMENTAL INDENTURE

 

Dated as of March 15, 2019

 

to

 

INDENTURE

 

Dated as of December 18, 0000

 

 

XXX XXXX XX XXX XXXX MELLON,

 

as Trustee

 

and

 

as Collateral Agent

 

 

 

THIS SECOND SUPPLEMENTAL INDENTURE, is entered into as of March 15, 2019 (this “Second Supplemental Indenture”), among THE MCCLATCHY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (as defined herein, the “Company”), the Subsidiary Guarantors party hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, as defined herein, the “Trustee”) and as notes collateral agent (in such capacity, as defined herein, the “Collateral Agent”).

 

PRELIMINARY STATEMENTS

 

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee and Collateral Agent entered into the Indenture, dated as of December 18, 2018, as supplemented by the First Supplemental Indenture thereto, dated March 15, 2019 (the “Indenture”), pursuant to which the Company issued $193,466,000 in aggregate principal amount of its 6.875% Senior Secured Junior Lien Notes due 2031 (the “Initial Notes”), which are guaranteed by the Subsidiary Guarantors;

 

WHEREAS, Section 2.02 of the Indenture provides, among other things, that Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company, in connection with the exchange of all or any portion of up to $75,000,000 in aggregate principal amount of 2029 Debentures (as defined in the Indenture) pursuant to clause (b) of Section 5.09 of the Junior Lien Term Loan Credit Agreement (as defined in the Indenture), subject to certain conditions set forth in the Indenture;

 

WHEREAS, the Company wishes to issue $74,957,000 in aggregate principal amount of Additional Notes in connection with the exchange of $74,957,000 in aggregate principal amount of 2029 Debentures (such Additional Notes, the “Additional Notes”);

 

WHEREAS, pursuant to Section 9.01(xiv) of the Indenture, the Company may supplement the Indenture to provide for the issuance of Additional Notes without notice to or consent of any Holder;

 

WHEREAS, the Company and the Subsidiary Guarantors have requested and hereby direct that the Trustee and Collateral Agent join with the Company and the Subsidiary Guarantors in the execution of this Supplemental Indenture; and

 

WHEREAS, all acts and things necessary to make this Second Supplemental Indenture a valid agreement according to its terms, have been done and performed, and the execution of this Second Supplemental Indenture has in all respects been duly authorized.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

 

 

ARTICLE I

 

Relation to Indenture; Definitions

 

SECTION 1.01 Relation to Indenture. This Second Supplemental Indenture constitutes an integral part of the Indenture. In the event of inconsistencies between the Indenture and the Second Supplemental Indenture, the terms of this Second Supplemental Indenture shall govern.

 

SECTION 1.02 Certain Definitions. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

ARTICLE II

 

Additional Notes

 

SECTION 2.01 Additional Notes. As of the date hereof, the Company hereby creates and will issue the Additional Notes under the Indenture. Interest on the Additional Notes shall accrue from January 15, 2019, and the first interest payment date for the Additional Notes is July 15, 2019. The Additional Notes shall rank pari passu with the Initial Notes, shall be consolidated with and be treated as a single class of securities with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes, except for the issue date.

 

SECTION 2.02 Note Guarantees. Each Subsidiary Guarantor hereby confirms that such Subsidiary Guarantor, jointly and severally, unconditionally guarantees to each Holder of an Additional Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns the obligations of the Company under the Indenture and the Additional Notes as and to the extent provided for in Article 10 of the Indenture.

 

SECTION 2.03 Authentication Order. The Trustee shall, pursuant to an authentication order delivered in accordance with Section 2.02 of the Indenture, authenticate the Additional Notes for original issue in an aggregate principal amount specified in such authentication order.

 

ARTICLE III

 

Miscellaneous

 

SECTION 3.01 Conditions Precedent. The Company represents and warrants that each of the conditions precedent to the supplement of the Indenture (including such conditions pursuant to Sections 9.01, 9.05, 13.02 and 13.03 of the Indenture) have been satisfied in all respects.

 

SECTION 3.02 Instruments To Be Read Together; Entire Agreement. This Second Supplemental Indenture is executed as and shall constitute an indenture supplemental to and in implementation of the Indenture, and said Indenture and this Second Supplemental Indenture shall henceforth be read together. This Second Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the supplements to the Indenture set forth herein.

 

SECTION 3.03 Ratification of Indenture. The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon and after the execution of this Second Supplemental Indenture, each reference in the Indenture, as supplemented by this Second Supplemental Indenture, to “this Indenture,” “hereunder,” “hereof” or words of like import referring to the Indenture shall mean and be a reference to the Indenture, as supplemented by this Second Supplemental Indenture. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby.

 

 

SECTION 3.04 Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York..

 

SECTION 3.05 Successors. This Second Supplemental Indenture is binding upon, and inures to the benefit of, the parties hereto and their respective successors and assigns.

 

SECTION 3.06 Multiple Originals. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Second Supplemental Indenture.

 

SECTION 3.07 Headings. The headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

 

SECTION 3.08 Severability. In case any provision in this Second Supplemental Indenture or in the Notes 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.

 

SECTION 3.09 Benefits of Supplemental Indenture. Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto and their successors hereunder and the Holders) any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

 

SECTION 3.10 Trustee Rights. In acting under and by virtue of this Second Supplemental Indenture, the Trustee shall have all of the rights, protections and immunities given to it under the Indenture. The Trustee is not responsible for the validity or sufficiency of this Second Supplemental Indenture, nor for the recitals contained herein, all of which shall be taken as statements of the Company.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

 

	THE MCCLATCHY COMPANY
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President, Finance, Chief Financial Officer and Treasurer

 

[Signature Page to Second Supplemental Indenture]

 

 

	Aboard Publishing, Inc.
	Xxxxxx Publishing Company, Inc.
	Biscayne Bay Publishing, Inc.
	Cass County Publishing Company
	Columbus Ledger-Enquirer, Inc.
	Cypress Media, Inc.
	East Coast Newspapers, Inc.
	Gulf Publishing Company, Inc.
	HLB Newspapers, Inc.
	Keltatim Publishing Company, Inc.
	Keynoter Publishing Company, Inc.
	Xxx’x Summit Journal, Incorporated
	Lexington H-L Services, Inc.
	Macon Telegraph Publishing Company
	Mail Advertising Corporation
	McClatchy Interactive West
	McClatchy Investment Company
	McClatchy Newspapers, Inc.
	McClatchy U.S.A., Inc.
	Miami Herald Media Company
	Nittany Printing and Publishing  Company
	Nor-Tex Publishing, Inc.
	Olympic-Cascade Publishing, Inc.
	Pacific Northwest Publishing Company, Inc.
	QUAD COUNTY PUBLISHING, INC.
	Star-Telegram, Inc.
	Tacoma News, Inc.
	The Bradenton Herald, Inc.
	The Charlotte Observer Publishing  Company
	The News and Observer Publishing  Company
	The State Media Company
	The Sun Publishing Company, Inc.
	Wichita Eagle and Beacon Publishing Company, Inc.

 

	All By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President

 

[Signature Page to Second Supplemental Indenture]

 

 

	McClatchy Management Services, Inc.
	McClatchy Interactive LLC
	All By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	President
	Bellingham Herald Publishing, LLC
	Idaho Statesman Publishing, LLC
	Olympian Publishing, LLC
	All By:	Pacific Northwest Publishing Company, Inc.,
		its Sole Member
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President
	Cypress Media, LLC
	By:	Cypress Media, Inc.,
		its Sole Member
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President
	San Xxxx Obispo Tribune, LLC
	By:	The McClatchy Company,
		its Sole Member
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President, Finance, Chief Financial Officer and Treasurer

 

[Signature Page to Second Supplemental Indenture]

 

 

	THE BANK OF NEW YORK MELLON, as Trustee
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Vice President
	THE BANK OF NEW YORK MELLON, as Collateral Agent
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Vice President

 

[Signature Page to Second Supplemental Indenture]