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EXHIBIT 2.4
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 30, 2004
7-5/8% SENIOR NOTES DUE 2013
FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 2004 (this
"SUPPLEMENTAL INDENTURE"), by and among SUN MEDIA CORPORATION, a company
continued under the laws of the Province of British Columbia (the "COMPANY"),
each Person listed on the signature pages hereto, collectively hereinafter
referred to as the "SUBSIDIARY GUARANTORS", and U.S. BANK NATIONAL ASSOCIATION
(as successor to National City Bank), as trustee (the "TRUSTEE"), to the
Indenture, dated as of February 7, 2003 (the "INDENTURE"), by and among the
Company, the Subsidiary Guarantors and National City Bank, as trustee (later
succeeded by the Trustee, as successor Trustee).
WHEREAS, the Company, the Subsidiary Guarantors and National
City Bank, as trustee (later succeeded by the Trustee, as successor Trustee),
entered into the Indenture governing the Company's 7-5/8% Senior Notes due 2013;
and
WHEREAS, Section 4.10(b)(12) of the Indenture, which provides
that the provisions of Section 4.10(a) thereof shall not prohibit the payment of
dividends to 3351611 Canada Inc. on the Issue Date in an aggregate amount not to
exceed Cdn$260.0 million, is defective because the name of the payee should have
been 3535991 Canada Inc. (instead of 3351611 Canada Inc.); and
WHEREAS, the parties hereto are desirous of supplementing the
Indenture in the manner hereinafter provided for the purpose of curing the
defect in Section 4.10(b)(12) of the Indenture; and
WHEREAS, Section 9.01(a) of the Indenture provides that the
Company and the Trustee may amend or supplement the Indenture without the
consent of any Holder to cure any ambiguity, defect or inconsistency; and
WHEREAS, all things necessary have been done to make this
Supplemental Indenture a valid agreement of the Company, each Subsidiary
Guarantor and the Trustee, in accordance with its terms.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises contained herein, the
parties hereto mutually covenant and agree as follows:
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1. Terms used in this Supplemental Indenture that are not defined herein
shall have the meanings set forth in the Indenture.
2. Section 4.10(b)(12) of the Indenture shall be amended in its entirety
to read as follows:
"(12) the payment of dividends to 3535991 Canada Inc. on the Issue
Date in an aggregate amount not to exceed Cdn$260.0 million."
3. This Supplemental Indenture shall be construed as supplemental to the
Indenture and shall form a part thereof, and the Indenture is hereby
incorporated by reference herein and, as supplemented, modified and
restated hereby, is hereby ratified, approved and confirmed.
4. This Supplemental Indenture shall be effective as of the Issue Date.
On and after the Issue Date, each reference in the Indenture to "this
Indenture," "hereunder," "hereof," or "herein" shall mean and be a
reference to the Indenture as supplemented by this Supplemental
Indenture unless the context otherwise requires.
5. Except as provided below, in the event of a conflict between the terms
and conditions of the Indenture and the terms and conditions of this
Supplemental Indenture, the terms and conditions of this Supplemental
Indenture shall prevail.
6. If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision of the Indenture that is required to
be included by the Trust Indenture Act of 1939, as amended (the
"ACT"), as in force at the date this Supplemental Indenture is
executed, the provision required by said Act shall control.
7. This Supplemental Indenture shall be governed and construed in
accordance with the laws of the State of New York.
8. This Supplemental Indenture may be signed in any number of
counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts
together shall be deemed an original of this Supplemental Indenture.
9. The recitals contained in this Supplemental Indenture shall be taken
as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental
Indenture.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the day and year first above
written.
COMPANY:
SUN MEDIA CORPORATION
By : /s/ Mark D'Souza
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Name : Mark D'Souza
Title : Vice President and Treasurer
SUBSIDIARY GUARANTORS:
BOWES PUBLISHERS LIMITED
By : /s/ Kin-Man Lee
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Name : Kin-Man Lee
Title : Vice President, Corporate Controller
SUN MEDIA TORONTO CORPORATION
By : /s/ Kin-Man Lee
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Name : Kin-Man Lee
Title : Vice President, Corporate Controller
SMC NOMINEECO INC.
By : /s/ Kin-Man Lee
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Name : Kin-Man Lee
Title : Vice President, Corporate Controller
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3661458 CANADA INC.
By : /s/ Kin-Man Lee
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Name : Kin-Man Lee
Title : Vice President, Corporate Controller
3351611 CANADA INC.
By : /s/ Kin-Man Lee
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Name : Kin-Man Lee
Title : Vice President, Corporate Controller
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By : /s/ Holly H. Pattison
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Name : Holly H. Pattison
Title : Vice President