EXHIBIT 4.1(a)
DRAFT 2/4/98
T/SF COMMUNICATIONS CORPORATION,
Issuer,
ATWOOD CONVENTION PUBLISHING, INC., ATWOOD PUBLISHING, LLC,
CORSEARCH, INC., CASINO EXECUTIVE, LLC,
CASINO PUBLISHING COMPANY, CRIMESEARCH, INC.,
EXPO MAGAZINE, INC., EXPO MAGAZINE, LLC,
GALAXY DESIGN & PRINTING, INC., GALAXY REGISTRATION, INC.,
GALAXY REGISTRATION, LLC, G.E.M. COMMUNICATIONS, INC.,
GEM COMMUNICATIONS, LLC, GEM NEVADA, LLC, TRANSPORTATION
COMMUNICATIONS SERVICES, INC.,TRANSPORTATION INFORMATION
SERVICES, INC., T/SF EUROPE, INC., T/SF HOLDINGS, LLC,
T/SF INVESTMENT CO., T/SF OF NEVADA, INC.,
and T/SF OPERATING, LLC,
Guarantors
and
IBJ SCHRODER BANK & TRUST COMPANY,
Trustee
---------------------------------------------
Supplemental Indenture
Dated as of February 6, 1998
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Supplementing and Amending the Indenture
Dated as of October 29, 1997
with respect to $100,000,000
10 3/8% Senior Subordinated Notes due 2007, Series A
and
10 3/8% Senior Subordinated Notes due 2007, Series B
SUPPLEMENTAL INDENTURE, dated as of February 6, 1998 (this
"Supplemental Indenture"), made by and among T/SF Communications Corporation, a
Delaware corporation (the "Company"), each of the Guarantors named herein, as
guarantors, and IBJ Schroder Bank and Trust Company, as Trustee, to the Original
Indenture (as such term is hereinafter defined).
WHEREAS, the Company, certain of the Guarantors and the Trustee
have heretofore entered into the Original Indenture, pursuant to the provisions
of which the Company has heretofore issued $100,000,000 in aggregate principal
amount of the Notes;
WHEREAS, the Company and the Guarantors desire to supplement and
amend the Original Indenture in accordance with its terms;
WHEREAS, Section 4.20 of the Original Indenture provides, among
other things, that if the Company or any of its Restricted Subsidiaries
transfers or causes to be transferred, in one transaction or a series of related
transactions, any property to any Restricted Subsidiary that is not a Guarantor
then such other Restricted Subsidiaries shall execute and deliver to the Trustee
a supplemental indenture in form reasonably satisfactory to the Trustee pursuant
to which such Restricted Subsidiaries shall unconditionally guarantee all of the
Company's obligations under the Notes and this Indenture on the terms set forth
in the Original Indenture;
WHEREAS, the Company and certain of its Restricted Subsidiaries
intend to cause the transfer, in a series of related transactions, of certain
property to certain Restricted Subsidiaries that are not Guarantors;
WHEREAS, the Company and certain of its Restricted Subsidiaries
intend to restructure certain of their ownership interests in such a manner as
does not adversely affect the rights of any Holder;
WHEREAS, Section 9.01 of the Original Indenture provides, among
other things, that the Company, the Guarantors and the Trustee may amend, waive
or supplement the Original Indenture without notice to or consent of any Holder
to make any change that does not adversely affect the rights of any Holder; and
WHEREAS, all conditions and requirements necessary to authorize
the execution and delivery of this Supplemental Indenture have been duly
complied with or done and performed by the Company and each of the Guarantors,
and all actions necessary to make this Supplemental Indenture and the Original
Indenture, as supplemented by this Supplemental Indenture, valid, binding and
legal instruments according to their terms (and, with respect to this
Supplemental Indenture, in accordance with the terms of the Original Indenture)
have been complied with or done and performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that,
for and in consideration of the premises and of the mutual covenants herein
contained, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Guarantors covenant and agree
with the Trustee, for the benefit of all present and future Holders of the
Notes, as follows:
Section 1. The definitions set forth or incorporated by reference
in the Original Indenture shall be applicable to this Supplemental Indenture as
fully and to the same extent and effect
as if set forth herein, except as otherwise expressly provided herein. As used
in this Supplemental Indenture, the term "Original Indenture" shall mean the
Indenture, dated as of October 29, 1997, among the Company, the Guarantors and
the Trustee, with respect to the Notes.
Section 2. Section 1.01 is amended as follows:
(a) The definition of Guarantor is amended by adding, in
clause (i) thereof, "Casino Publishing Company, a Delaware corporation,"
immediately after "Atwood Convention Publishing, Inc., a Missouri corporation,"
and immediately before "CORSEARCH, Inc." and by adding, in clause (ii) thereof,
", Operating LLC" immediately after "Holdings LLC" and immediately before "and
each of the Operating LLCs and".
(b) The definition of Holdings LLC is amended by adding ",
directly or indirectly through Wholly Owned Restricted Subsidiaries,"
immediately after "whose preferred Equity Interests shall be owned" and
immediately before "by the Company."
(c) The definition of LLCs is amended by adding ",
Operating LLC" immediately after "Holdings LLC" and immediately before "and the
Operating LLCs."
(d) The definition of Operating LLC is added, as follows,
immediately after the definition of Obligations and immediately before the
definition of Operating LLCs:
"'Operating LLC' means T/SF Operating, LLC, a Delaware
limited liability company whose preferred Equity Interest is owned by Holdings
LLC and whose common Equity Interest is owned by VS&A-T/SF and Fir Tree in
proportion to their respective ownershp of the Common Stock following the
Recapitalization."
(e) The definition of Operating LLCs is amended in its
entirety as follows:
"'Operating LLCs' means each of: (i) Galaxy
Registration, LLC, a Delaware limited liability company, (ii) Atwood Publishing
LLC, a Delaware limited liability company, (iii) GEM Gaming, LLC, a Delaware
limited liability company, (iv) GEM Nevada, LLC, a Nevada limited liability
company, and (v) Casino Executive, LLC, a Nevada limited liability company, each
of whose Equity Interests is owned 99% by Holdings LLC and 1% by Operating LLC,
and (vi) EXPO Magazine, LLC, a Delaware limited liability company whose Equity
Interests are owned 100% by Atwood Publishing, LLC. For purposes of the
Indenture, the Operating LLCs shall be treated as Wholly Owned Restricted
Subsidiaries."
(f) The definition of Permitted Tax Distributions is
amended by adding "and Operating LLC" immediately after "Holdings LLC" in each
of the four instances in which "Holdings LLC" appears.
(g) The definition of VS&A-T/SF is amended in its entirety
as follows:
"VS&A-T/SF" means VS&A-T/SF, Inc., a Delaware
corporation, and, after the liquidation of VS&A-T/SF, Inc., if any, VS&A-
T/SF, LLC."
Section 3. Section 4.13 is amended by adding "and Operating LLC"
at the end of the parenthetical phrase in clause (a) thereof.
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Section 4. Section 4.14 is amended by adding "or its Wholly Owned
Restricted Subsidiaries" immediately after "voting control of Holdings LLC to
the Company" and immediately before "or its termination".
Section 5. This Supplemental Indenture is a supplemental
indenture pursuant to Sections 4.20 and 9.01 of the Original Indenture. Upon
execution and delivery of this Supplemental Indenture, the terms and conditions
of this Supplemental Indenture shall be part of the terms and conditions of the
Original Indenture for any and all purposes, and all the terms and conditions of
both shall be read together as though they constitute one instrument, except
that in case of conflict, the provisions of this Supplemental Indenture will
control.
Section 6. Except as they have been modified in this Supplemental
Indenture, each and every term and provision of the Original Indenture shall
continue in full force and effect, and all references to the Indenture in the
Original Indenture shall hereafter be deemed to mean the Original Indenture as
supplemented and amended pursuant hereto.
Section 7. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together shall represent the same agreement.
Section 8. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS. Each of the parties hereto agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Supplemental Indenture.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first written above.
T/SF COMMUNICATIONS CORPORATION
By:
--------------------------------
Ian L.M. Thomas
President and Chief Executive
ATWOOD CONVENTION PUBLISHING, INC.
By:
--------------------------------
Name:
Title:
ATWOOD PUBLISHING, LLC
By:
--------------------------------
Name:
Title:
CORSEARCH, INC.
By:
--------------------------------
Name:
Title:
CASINO EXECUTIVE, LLC
By:
---------------------------------
Name:
Title:
S-1
CASINO PUBLISHING COMPANY
By:
--------------------------------
Name:
Title:
CRIMESEARCH, INC.
By:
--------------------------------
Name:
Title:
EXPO MAGAZINE, INC.
By:
--------------------------------
Name:
Title:
EXPO MAGAZINE, LLC
By:
--------------------------------
Name:
Title:
GALAXY DESIGN & PRINTING, INC.
By:
--------------------------------
Name:
Title:
GALAXY REGISTRATION, INC.
By:
--------------------------------
Name:
Title:
S-2
GALAXY REGISTRATION, LLC
By:
--------------------------------
Name:
Title:
G.E.M. COMMUNICATIONS, INC.
By:
--------------------------------
Name:
Title:
G.E.M. GAMING, LLC
By:
--------------------------------
Name:
Title:
GEM NEVADA, LLC
By:
--------------------------------
Name:
Title:
TRANSPORTATION COMMUNICATIONS
SERVICES, INC.
By:
--------------------------------
Name:
Title:
TRANSPORTATION INFORMATION SERVICES,
INC.
By:
---------------------------------
Name:
Title:
S-3
T/SF EUROPE, INC.
By:
--------------------------------
Name:
Title:
T/SF HOLDINGS, LLC
By:
--------------------------------
Name:
Title:
T/SF INVESTMENT CO.
By:
--------------------------------
Name:
Title:
T/SF OF NEVADA, INC.
By:
--------------------------------
Name:
Title:
IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
By:
--------------------------------
Name:
Title:
S-4