EXHIBIT 4.6
EXECUTION COPY
SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP.,
Company
SHARED TECHNOLOGIES FAIRCHILD, INC.
VARIOUS SUBSIDIARIES
FINANCIAL PLACE COMMUNICATIONS COMPANY
VSI CORPORATION
Guarantors
12-1/4% Senior Subordinated Discount Notes Due 2006
First Supplemental Indenture
Dated as of March 13, 1996
to
Indenture Dated as of March 1, 1996
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
FIRST SUPPLEMENTAL INDENTURE dated as of March 13, 1996 by and among SHARED
TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP., a Delaware corporation (the
"Company"), SHARED TECHNOLOGIES FAIRCHILD INC., a Delaware corporation ("STFI"),
various subsidiaries of the Company listed on the signature page hereto (the
"Subsidiary Guarantors" and, with STFI, the "STFC Guarantors"), VSI CORPORATION,
a Delaware Corporation ("VSI"), FINANCIAL PLACE COMMUNICATIONS COMPANY, an
Illinois general partnership ("FPCC") and UNITED STATES TRUST COMPANY (the
"Trustee"). Capitalized terms used herein but not defined herein shall have the
meaning ascribed thereto in the Indenture.
WHEREAS, the Company, the Subsidiary Guarantors, STFI and the Trustee
entered into an Indenture (the "Original Indenture") dated as of March 1, 1996
for the benefit of the other parties and for the equal and ratable benefit of
the Holders of the Company's 12-1/4% Senior Subordinated Discount Notes Due 2006
(the "Initial Notes") and, if and when issued pursuant to a registered exchange
for Initial Notes, the Company's 12-1/4% Senior Subordinated Discount Notes Due
2006 (the "Exchange Notes") and, if and when issued pursuant to a private
exchange for Initial Notes, the Company's 12-1/4% Senior Subordinated Discount
Notes Due 2006 (the "Private Exchange Notes" and, together with the Exchange
Notes and the Initial Notes, the "Notes"). The Original Indenture as
supplemented by this First Supplemental Indenture is hereinafter referred to as
the "Indenture".
WHEREAS, Section 9.01 of the Original Indenture provides that the Company,
the STFC Guarantors and the Trustee may amend the Original Indenture without
notice to or consent of any Noteholder (as defined in Section 1.01 of the
Indenture).
WHEREAS, VSI, FPCC, the Company, STFI and the Subsidiary Guarantors have
agreed that VSI will become a Subsidiary Guarantor and FPCC will become an STFC
Guarantor under the Indenture.
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid indenture supplemental to the Original Indenture have been done.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other good and valuable consideration, the receipt of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
SECTION 1.1 Agreement to be Bound. VSI hereby agrees to be bound as a
Subsidiary Guarantor, and FPCC agrees to be bound as an STFC Guarantor, by the
terms and provisions of the Original Indenture, including without limitation the
terms and provisions contained in Article 11 thereof.
SECTION 1.2 STFC Guarantors. VSI shall for all purposes be a Subsidiary
Guarantor under the Indenture and shall exercise every right and power of the
other Subsidiary Guarantors with the same effect as if it had been named as a
Subsidiary Guarantor under the Original Indenture and FPCC shall for all
purposed be an STFC Guarantor under the Indenture and shall exercise every right
and power of the other STFC Guarantors with the same effect as if it had been
named as an STFC Guarantor under the Original Indenture. Except as specifically
modified herein, the Original Indenture is in all respect ratified and confirmed
and shall remain in full force and effect in accordance with its terms.
SECTION 1.3 Execution of Supplemental Indenture. This First Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture and, as provided in the Original Indenture, this First
Supplemental Indenture forms a part thereof. The Original Indenture, as
supplemented and amended by this First Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed. Except as herein expressly
otherwise defined, the use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Indenture.
ARTICLE II
Miscellaneous
SECTION 2.1 Governing Law. This First Supplemental Indenture and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the laws of another jurisdiction would be
required thereby.
SECTION 2.2 Successors. All agreements of the Company and the STFC
Guarantors in the Indenture and the Notes and Guaranties shall bind their
respective successors. All agreements of the Trustee in the Indenture shall bind
its successors.
SECTION 2.3 Multiple Originals. The parties may sign any number of copies
of this First Supplemental Indenture. Each signed copy shall be an original, but
all of
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them together represent the same agreement. One signed copy is enough to prove
this First Supplemental Indenture.
SECTION 2.4 Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this First
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 2.5. Responsibility for Recitals, etc. The recitals herein shall be
taken as the statements of VSI, the Company, STFI and the Subsidiary Guarantors,
and the Trustee assumes no responsibility for the correctness thereof. The
Trustee makes no representations as to the validity or sufficiency of this First
Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the date first written above.
SHARED TECHNOLOGIES FAIRCHILD
COMMUNICATIONSECORP.,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
SHARED TECHNOLOGIES FAIRCHILD INC.,
as Guarantor,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
MULTI-TENANT SERVICES, INC.,
as Guarantor,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
VSI CORPORATION,
as Guarantor,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
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BOSTON TELECOMMUNICATIONS
GROUP, INC.,
as Guarantor,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
OFFICE TELEPHONE MANAGEMENT,
as Guarantor,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
STI INTERNATIONAL, INC.,
as Guarantor,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
FINANCIAL PLACE COMMUNICATIONS
COMPANY,
as Guarantor,
by SHARED TECHNOLOGIES
FAIRCHILD INC.,
General Partner,
by: /s/ Vincent DiVincenzo
------------------------
Name: Vincent DiVincenzo
Title: Treasurer
UNITED STATES TRUST COMPANY OF
NEW YORK,
by: /s/ Gerard V. Ganey
------------------------
Name: Gerard V. Ganey
Title: Senior Vice President
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