EXHIBIT 4.2
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Third Senior Subordinated Notes
Supplemental Indenture"), dated as of September 1, 2004 among R.H. Donnelley
Inc., a Delaware corporation ("Donnelley"), the Guarantors signatory hereto (the
"Guarantors") and The Bank of New York, as trustee under the Indenture referred
to below (the "Trustee").
W I T N E S S E T H :
WHEREAS, Donnelley, the guarantors party thereto and the Trustee have
entered into a Supplemental Indenture, dated as of January 3, 2003 (the "First
Senior Subordinated Notes Supplemental Indenture"), and a Second Supplemental
Indenture, dated as of January 9, 2004 (the "Second Senior Subordinated Notes
Supplemental Indenture"), relating to the Indenture, dated as of December 3,
2002 (as heretofore amended and supplemented, the "Senior Subordinated Notes
Indenture"), which provided for the issuance of the 10-7/8% Senior Subordinated
Notes due 2012 (the "Securities");
WHEREAS, Section 8.01(a) of the Senior Subordinated Notes Indenture
provides, among other things, that Donnelley and the Trustee may modify or amend
the Senior Subordinated Notes Indenture without the consent of the Holders of
the outstanding Securities to, including, without limitation, add new
Guarantors;
WHEREAS, Section 4.19 of the Senior Subordinated Notes Indenture
prohibits Restricted Subsidiaries (as defined in the Senior Subordinated Notes
Indenture) from guaranteeing or pledging any assets to secure the payment of any
Debt (as defined in the Senior Subordinated Notes Indenture) of Donnelley or
another Restricted Subsidiary unless such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture providing for the Guarantee (as
defined in the Senior Subordinated Notes Indenture) of payment of the Securities
by such Restricted Subsidiary;
WHEREAS, the execution of this Third Senior Subordinated Notes
Supplemental Indenture has been duly approved and authorized by the Board of
Directors of Donnelley and the Guarantors and all other necessary corporate
action on the part of Donnelley and the Guarantors; and
WHEREAS, Donnelley has furnished, or caused to be furnished, to the
Trustee, and the Trustee has received, an Officers' Certificate and Opinion of
Counsel stating, among other things, that this Third Senior Subordinated Notes
Supplemental Indenture is authorized or permitted by the Senior Subordinated
Notes Indenture.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Donnelley,
the Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders as follows:
ARTICLE 1
Agreement
Section 1.1 Definitions. Capitalized terms used but not otherwise
defined in this Third Senior Subordinated Notes Supplemental Indenture have the
meanings ascribed thereto in the Senior Subordinated Notes Indenture.
Section 1.2 Additional Guarantors. Each of DonTech Holdings, LLC, a
Delaware limited liability company, R.H. Donnelley Publishing & Advertising of
Illinois Holdings, LLC, a Delaware limited liability company, DonTech II
Partnership, an Illinois general partnership, and R.H. Donnelley Publishing &
Advertising of Illinois Partnership, an Illinois general partnership, shall be
(i) a Subsidiary Guarantor under the Senior Subordinated
Notes Indenture and (ii) bound by and subject to the terms and conditions of the
Senior Subordinated Notes Indenture applicable to a Subsidiary Guarantor.
Section 1.3 Trustee's Acceptance. The Trustee hereby accepts this Third
Senior Subordinated Supplemental Indenture and agrees to perform the same under
the terms and conditions set forth in the Senior Subordinated Notes Indenture.
ARTICLE 2
Miscellaneous
Section 2.1 Effect of Supplemental Indenture. Upon the execution and
delivery of this Third Senior Subordinated Notes Supplemental Indenture by
Donnelley, the Guarantors and the Trustee, the Senior Subordinated Notes
Indenture shall be supplemented in accordance herewith, and this Third Senior
Subordinated Notes Supplemental Indenture shall form, along with the First
Senior Subordinated Notes Supplemental Indenture and Second Senior Subordinated
Notes Supplemental Indenture, a part of the Senior Subordinated Notes Indenture
for all purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered under the Senior Subordinated Notes Indenture shall
be bound thereby.
Section 2.2 Senior Subordinated Notes Indenture, First Senior
Subordinated Notes Supplemental Indenture and Second Senior Subordinated Notes
Supplemental Indenture Remain in Full Force and Effect. Except as supplemented
hereby, all provisions in the Senior Subordinated Notes Indenture, First Senior
Subordinated Notes Supplemental Indenture and Second Senior Subordinated Notes
Supplemental Indenture shall remain in full force and effect.
Section 2.3 Senior Subordinated Notes Indenture, First Senior
Subordinated Notes Supplemental Indenture, Second Senior Subordinated Notes
Supplemental Indenture and Third Senior Subordinated Notes Supplemental
Indenture Construed Together. This Third Senior Subordinated Notes Supplemental
Indenture is an indenture supplemental to and in implementation of the Senior
Subordinated Notes Indenture, First Senior Subordinated Notes Supplemental
Indenture and Second Senior Subordinated Notes Supplemental Indenture, and the
Senior Subordinated Notes Indenture, the First Senior Subordinated Notes
Supplemental Indenture, the Second Senior Subordinated Notes Supplemental
Indenture and this Third Senior Subordinated Notes Supplemental Indenture shall
henceforth be read and construed together.
Section 2.4 Confirmation and Preservation of Senior Subordinated Notes
Indenture. The Senior Subordinated Notes Indenture, the First Senior
Subordinated Notes Supplemental Indenture and Second Senior Subordinated Notes
Supplemental Indenture, as supplemented by this Third Senior Subordinated Notes
Supplemental Indenture, are in all respects confirmed and preserved.
Section 2.5 Conflict with Trust Indenture Act. If any provision of this
Third Senior Subordinated Notes Supplemental Indenture limits, qualifies or
conflicts with any provision of the TIA that is required or deemed under the TIA
to be part of and govern any provision of this Third Senior Subordinated Notes
Supplemental Indenture, such provision of the TIA shall control. If any
provision of this Third Senior Subordinated Notes Supplemental Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the provision of the TIA shall be deemed to apply to the Senior
Subordinated Notes Indenture, the First Senior Subordinated Notes Supplemental
Indenture and the Second Senior Subordinated Notes Supplemental Indenture as so
modified or to be excluded by this Third Senior Subordinated Notes Supplemental
Indenture, as the case may be.
Section 2.6 Severability. In case any provision in this Third Senior
Subordinated Notes Supplemental Indenture 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 2.7 Benefits of Third Senior Subordinated Notes Supplemental
Indenture. Nothing in this Third Senior Subordinated Notes Supplemental
Indenture or the Securities, express or implied, shall give to
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any Person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders of the Securities, any benefit of any
legal or equitable right, remedy or claim under the Senior Subordinated Notes
Indenture, the First Senior Subordinated Notes Supplemental Indenture, the
Second Senior Subordinated Notes Supplemental Indenture, this Third Senior
Subordinated Notes Supplemental Indenture or the Securities.
Section 2.8 Successors. All agreements of Donnelley in this Third
Senior Subordinated Notes Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Third Senior Subordinated Notes Supplemental
Indenture shall bind its successors.
Section 2.9 Certain Duties and Responsibilities of the Trustee. In
entering into this Third Senior Subordinated Notes Supplemental Indenture, the
Trustee shall be entitled to the benefit of every provision of the Senior
Subordinated Notes Indenture, the First Senior Subordinated Notes Supplemental
Indenture, the Second Senior Subordinated Notes Supplemental Indenture and the
Securities relating to the conduct or affecting the liability or affording
protection to the Trustee, whether or not elsewhere herein so provided.
Section 2.10 Governing Law. This Third Senior Subordinated Notes
Supplemental Indenture 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 2.11 Multiple Originals. The parties may sign any number of
copies of this Third Senior Subordinated Notes Supplemental Indenture, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 2.12 Headings. The Article and Section headings herein are
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 2.13 The Trustee. The Trustee shall not be responsible in any
manner for or in respect of the validity or sufficiency of this Third Senior
Subordinated Notes Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made by Donnelley and the Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Senior
Subordinated Notes Supplemental Indenture to be duly executed as of the date
first written above.
R.H. DONNELLEY INC.
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
R.H. DONNELLEY CORPORATION
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
GET DIGITAL SMART.COM INC.
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
R.H. DONNELLEY APIL, INC.
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
DONTECH HOLDINGS, LLC
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
R.H. DONNELLEY PUBLISHING & ADVERTISING OF
ILLINOIS HOLDINGS, LLC
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
DONTECH II PARTNERSHIP
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
R.H. DONNELLEY PUBLISHING & ADVERTISING OF
ILLINOIS PARTNERSHIP
By: R.H. Donnelley Publishing & Advertising
of Illinois Holdings, LLC, Its Managing
Partner
By: /s/ Robert J. Bush
-----------------------------------------
Name: Robert J. Bush
Title: Vice President
THE BANK OF NEW YORK,
as trustee
By: /s/ Julie Salovitch-Miller
-----------------------------------------
Name: Julie Salovitch-Miller
Title: Vice President
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