Exhibit 4.1
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SECOND SUPPLEMENTAL INDENTURE
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CEX HOLDINGS, INC., Issuer
THE GUARANTORS
and
U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee
Dated as of May 18, 1998
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Supplement to Indenture dated as of February 28, 1994, relating to
9 1/8% Senior Subordinated Notes Series B due 2004, among CEX Holdings, Inc. as
Issuer, the Guarantors named therein, and U.S. Bank Trust National Association
(formerly known as First Trust National Association), as Trustee, as
supplemented by the Supplemental Indenture dated as of June 18, 1996, by and
among CEX Holdings, Inc. and U.S. Bank Trust National Association, as Trustee.
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SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture") dated
as of May 18, 1998, between CEX Holdings, Inc., a Colorado corporation (the
"Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee under the
Indenture hereinafter mentioned (the "Trustee") with respect to the 9 1/8%
Senior Subordinated Notes of the Company Series B due 2004 (the "Securities") of
the Company.
RECITALS
A. Pursuant to an Indenture dated as of February 28, 1994 among the
Company, the Guarantors named therein, and the Trustee, as supplemented by that
certain Supplemental Indenture dated June 18, 1996 (the "Indenture"), the
Company issued $100,000,000 aggregate principal amount of the Securities.
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned thereto in the Indenture.
B. On April 29, 1998, the Company commenced soliciting consents (the
"Consent Solicitation") to certain amendments to the Indenture (the
"Amendments") pursuant to an Offer to Purchase and Consent Solicitation
Statement dated as of such date (the "Statement").
C. On May 13, 1998, pursuant to the Consent Solicitation, the
Company obtained consents to the Amendments from holders of in excess of a
majority of the aggregate principal amount of the Securities.
D. Section 9.02 of the Indenture provides, among other things, that
the Company and the Trustee may, with the consent of the Holders of no less than
a majority in aggregate principal amount of the outstanding Securities (the
"Requisite Consents"), amend the Indenture in certain respects.
E. The Board of Directors of the Company duly adopted resolutions
authorizing the Company to execute and deliver this Second Supplemental
Indenture.
F. The purpose of this Second Supplemental Indenture is to effect
the Amendments. This Second Supplemental Indenture shall become operative on and
as of the date, and only on as of the date, upon which all of the conditions set
forth in Section 2.01 hereto shall be satisfied.
ARTICLE 1
AMENDMENTS TO INDENTURE
Section 1.01. Limitation on Restricted Payments. Section 4.3 of the
Indenture is hereby deleted in its entirety.
Section 1.02. Payment of Taxes and Other Claims. Section 4.5 of the
Indenture is hereby deleted in its entirety.
Section 1.03. Maintenance of Property and Insurance. Section 4.6 of the
Indenture is hereby deleted in its entirety.
Section 1.04. Compliance Certificate; Notice of Default. Section 4.7 of
the Indenture is hereby deleted in its entirety.
Section 1.05. Reports. Section 4.8 of the Indenture is hereby deleted in
its entirety.
Section 1.06. Limitation on Status as Investment Company. Section 4.9 of
the Indenture is hereby deleted in its entirety.
Section 1.07. Limitation on Transactions with Affiliates. Section 4.10 of
the Indenture is hereby deleted in its entirety.
Section 1.08. Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock. Section 4.11 of the Indenture is hereby deleted in
its entirety.
Section 1.09. Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries. Section 4.12 of the Indenture is hereby deleted in its
entirety.
Section 1.10. Limitations on Layering Indebtedness; Liens. Section 4.13 of
the Indenture is hereby deleted in its entirety.
Section 1.11. Waiver of Stay, Extension or Usury Laws. Section 4.15 of the
Indenture is hereby deleted in its entirety.
Section 1.12. Rule 144A Information Requirement. Section 4.16 of the
Indenture is hereby deleted in its entirety.
Section 1.13. Limitation on Lines of Business. Section 4.17 of the
Indenture is hereby deleted in its entirety.
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Section 1.14. Restrictions on Sale and Issuance of Capital Stock. Section
4.18 of the Indenture is hereby deleted in its entirety.
Section 1.15. Future Subsidiary Guarantors. Section 4.19 of the Indenture
is hereby deleted in its entirety.
Section 1.16. Limitation on Merger, Sale or Consolidation. Section 5.1 of
the Indenture is hereby deleted in its entirety.
ARTICLE 2
MISCELLANEOUS
Section 2.01. Conditions to Operativeness. This Second Supplemental
Indenture shall become operative on and as of the date, and only on and as of
the date, upon which all of the following conditions shall be satisfied:
(a) counterparts hereof shall have been executed and delivered by all of
the parties hereto;
(b) the Company shall have obtained the Requisite Consents with respect to
the Amendments; and
(c) the Company shall have accepted for payment Securities validly
tendered pursuant to its offer to purchase Securities as set forth in
the Statement.
Section 2.02. Counterparts. This instrument may be executed in any number
of counterparts all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute the instrument by signing
any such counterpart.
Section 2.03. Governing Law. The laws of the State of New York shall
govern this Second Supplemental Indenture without regard to principles of
conflict of laws.
Section 2.04. Recitals. The recitals herein are made by the Company. The
Trustee shall have no responsibility for such recitals.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
ATTEST: CEX HOLDINGS, INC.
/s/ Kyle M. Hall By /s/ Gary M. Jacobs
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Name: Kyle M. Hall Name: Gary M. Jacobs
Title: Assistant Vice President Title: Executive Vice President
ATTEST: U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
/s/ Richard H. Prokosch By /s/ Judith M. Zuzek
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Name: Richard H. Prokosch Name: Judith M. Zuzek
Title: Assistant Secretary Title: Trust Officer
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