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Exhibit 4.14
SUPPLEMENTAL INDENTURE, dated as of February 14, 2003 (the "Amendment"),
among (i) MDP Acquisitions plc, a public limited company incorporated under the
laws of Ireland and having its registered office at Arthur Cox Building,
Earlsfort Center, Earlsfort Terrace, Dublin 2, Ireland (the "Company"), (ii)
MDCP Acquisitions I, a direct subsidiary of the Company incorporated under the
laws of Ireland and having its registered office at Arthur Cox Building,
Earlsfort Center, Earlsfort Terrace, Dublin 2, Ireland (the "Subsidiary
Guarantor") and (iii) Deutsche Bank Trust Company Americas, a banking
corporation organized under the laws of the State of New York (the "Trustee").
Unless otherwise defined herein, capitalized terms used herein but not defined
shall have the meanings given to such terms in the Indenture (as hereinafter
defined).
W I T N E S S E T H
WHEREAS, the Company, the Subsidiary Guarantor and the Trustee are parties
to that certain Dollar Indenture dated as of September 30, 2002 (the
"Indenture") for its 9-5/8% Senior Notes due 2012;
WHEREAS, pursuant to the Indenture, the Company issued Original Notes on
September 30, 2002;
WHEREAS, the Company expects to sell Additional Notes in an aggregate
principal amount of $205,000,000 on the terms described in that certain Offering
Memorandum dated February 11, 2003 of the Company (the "Offering Memorandum");
WHEREAS, the Company desires that the Indenture be amended (i) to cure a
defect in the Indenture and (ii) to make changes that will provide additional
rights and benefits to Holders of the Additional Notes in order that Holders of
the Additional Notes described in the Offering Memorandum and Holders of the
Original Notes have the same rights under the Indenture, and which will not
adversely affect the legal rights under the Indenture of any Holder of Original
Notes or Additional Notes;
WHEREAS, the Company, the Subsidiary Guarantor and the Trustee may, subject
to the conditions set forth in Sections 9.1 and 9.6 of the Indenture, amend the
Indenture (i) to cure any ambiguity, defect, error or inconsistency, or (ii) to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder;
WHEREAS, the Company is representing to the Trustee that the conditions to
this Amendment, as set forth in Section 9.1 and 9.6 of the Indenture, have been
satisfied by the Company;
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NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree the following.
1. AMENDMENT TO ARTICLE I OF THE INDENTURE. Article I of the Indenture is
hereby amended by:
(a) deleting the words:
""PRIORITY AGREEMENT" means the Priority Agreement, dated as of September
16, 2002, as amended, modified or supplemented from time to time, among the
Senior Creditors (as defined therein), the Company, Parent, the Subsidiary
Guarantor and the other parties thereto from time to time."
and substituting therefor the words:
""PRIORITY AGREEMENT" means (i) the Priority Agreement, dated as of
September 16, 2002, (ii) the Priority Agreement dated as of February 14,
2003 and (iii) any other priority agreement executed in connection with the
issuance and sale of Additional Notes under the Indenture, in each case, as
amended, modified or supplemented from time to time, among the Senior
Creditors (as defined therein), the Company, Parent, the Subsidiary
Guarantor and the other parties thereto from time to time."
(b) deleting the words:
""INTERCOMPANY LOAN AGREEMENT" means that agreement, dated as of September
16, 2002, as amended, modified or supplemented from time to time, between
the Company and the Subsidiary Guarantor, providing for a loan from the
Company to the Subsidiary Guarantor in the amount of the gross proceeds of
the offering of Notes and the Subordinated PIK Securities."
and substituting therefor the words:
""INTERCOMPANY LOAN AGREEMENT" means (i) that agreement, dated as of
September 16, 2002, as amended, modified or supplemented from time to time,
between the Company and the Subsidiary Guarantor, providing for a loan from
the Company to the Subsidiary Guarantor in the amount of the gross proceeds
of the offering of the Original Notes and the Subordinated PIK Securities,
(ii) that agreement, dated as of February 14, 2003, as amended, modified or
supplemented from time to time, between the Company and the Subsidiary
Guarantor for an advance of the aggregate principal amount of the Notes
offered pursuant to the offering memorandum dated February 11, 2003,
relating to Additional Notes issued hereunder and (iii) any other agreement
that may be entered into from time to time, as may be amended, modified or
supplemented from time to time, between the Company and the Subsidiary
Guarantor for an advance of the aggregate principal amount of any
Additional Notes issued and sold under the Indenture."
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2. AMENDMENT TO SECTION 8.5(1)(b) OF THE INDENTURE. Section 8.5(1)(b) of
the Indenture is hereby amended by:
(a) inserting, after the words "making of a notice of redemption or
otherwise, and", the words "the Company has irrevocably deposited with
the Trustee as trust funds in trust".
(b) inserting, after the words "maturity or redemption", the words
"PROVIDED, HOWEVER, in the event a petition for relief under any
Bankruptcy Law is filed with respect to the Company within 91 days
after the deposit and the Trustee is required to return the moneys
then on deposit with the Trustee to the Company, the obligations of
the Company under this Indenture with respect to such Notes shall not
be deemed terminated or discharged".
3. INDEMNITY. In addition to, and not in lieu of, the indemnification
provided by the Company in the Indenture, the Company shall indemnify the
Trustee for, and hold the Trustee harmless against, any and all loss, damage,
claim, expense or liability including taxes (other than taxes based on the
income of the Trustee) incurred by the Trustee in connection with the execution
of this Amendment and performance of its duties under this Amendment, including
the reasonable expenses and attorneys' fees and expenses of defending itself
against any claim of liability arising hereunder. The Trustee shall notify the
Company promptly of any claim asserted against the Trustee for which it may seek
indemnity. However, the failure by the Trustee to so notify the Company shall
not relieve the Company of its obligations hereunder. The Company shall defend
the claim and the Trustee or such Agent shall cooperate in the defense (and may
employ its own counsel reasonably satisfactory to the Trustee) at the Company's
expense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its written consent, which consent shall not be
unreasonably withheld.
4. EFFECTIVENESS. This Amendment shall become effective when executed by
each of the Company, the Subsidiary Guarantor and the Trustee.
5. EFFECT ON INDENTURE. Except as expressly amended hereby, the Indenture
shall continue to be and shall remain in full force and effect.
6. COUNTERPART ORIGINALS. All parties hereto may sign any number of
copies of this Amendment. Each signed copy or counterpart shall be an original,
but all of them together shall represent one and the same agreement.
7. GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND DUTIES OF THE
PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, as of the date first written above.
MDP ACQUISITIONS PLC
PRESENT when the Common Seal of MDP
Acquisitions plc was affixed hereto:-
By: /s/ Gary McGann
Name: Gary McGann
Title: Director
By: /s/ Ian Curley
Name: Ian Curley
Title: Director
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MDCP ACQUISITIONS I
PRESENT when the Common Seal of MDCP
Acquisitions I was affixed hereto:-
By: /s/ Gary McGann
Name:Gary McGann
Title: Director
By: Ian Curley
Name: Ian Curley
Title: Director
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DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By: /s/ Wanda Camacho
Name: Wando Camacho
Title: