SUPPLEMENTAL INDENTURE: 8 7/8% SENIOR NOTES

EX-4.14 4 y84419exv4w14.txt SUPPLEMENTAL INDENTURE: 8 7/8% SENIOR NOTES Exhibit 4.14 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Senior Notes Supplemental Indenture"), dated as of January 3, 2003 among R.H. Donnelley Inc., a Delaware corporation ("Donnelley"), R.H. Donnelley Corporation, Delaware corporation ("Parent"), 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, Finance Corp. and the Trustee heretofore executed and delivered an Indenture, dated as of December 3, 2002 (as heretofore amended and supplemented, the "Senior Notes Indenture"), providing for the issuance of the 8-7/8% Senior Notes due 2010 of Finance Corp. (the "Securities"; capitalized terms used herein but not otherwise defined have the meanings ascribed thereto in the Senior Notes Indenture); WHEREAS, Article Five of the Senior Notes Indenture provides that upon the execution and delivery by Donnelley to the Trustee of this Senior Notes Supplemental Indenture, Donnelley shall be the successor Company under the Indenture and the Securities and shall succeed to, and be substituted for, and may exercise every right and power of, Finance Corp. under the Senior Notes Indenture and the Securities and Finance Corp. shall be discharged from all obligations and covenants under the Senior Notes Indenture and the Securities; WHEREAS, Section 10.02 of the Senior Notes Indenture provides that upon execution and delivery by each Guarantor to the Trustee of this Senior Notes Supplemental Indenture and a Guarantee attached to the Senior Notes Indenture in the form of ExhibitF thereto, each Guarantor shall be a Guarantor under the Senior Notes Indenture and the Securities: WHEREAS, Section 8.01(b) of the Senior Notes Indenture instructs the Trustee, Donnelley and the Guarantors to enter into this Senior Notes Supplemental Indenture; and WHEREAS, this Senior Notes Supplemental Indenture has been duly authorized by all necessary corporate action on the part of each of Donnelley, Parent and the Guarantors. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, Donnelley and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: ARTICLE I Assumption by Successor Company Section 1.1. Assumption of the Securities. Donnelley hereby expressly assumes and agrees promptly to pay, perform and discharge when due each and every debt (including accrued original issue discount on such debts, if any), obligation, covenant and agreement incurred, made or to be paid, performed or discharged by Finance Corp. under the Senior Notes Indenture and the Securities. Donnelley hereby agrees to be bound by all the terms, provisions and conditions of the Senior Notes Indenture and the Securities and that it shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, Finance Corp., as the predecessor Company, under the Senior Notes Indenture and the Securities, all to the extent provided in and in accordance with the terms and conditions of, the Senior Notes Indenture. Each Guarantor hereby agrees to guarantee the obligations of Donnelley assumed pursuant to the terms of this Senior Notes Supplemental Indenture. Section 1.2. Discharge of Finance Corp. Finance Corp. is hereby expressly discharged from all debts, obligations, covenants and agreements under or relating to the Senior Notes Indenture and the Securities. Section 1.3. Trustee's Acceptance. The Trustee hereby accepts this Senior Notes Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Senior Notes Indenture. ARTICLE II Miscellaneous Section 2.1. Effect of Supplemental Indenture. Upon the execution and delivery of this Senior Notes Supplemental Indenture by Donnelley, Parent, the Guarantors and the Trustee, the Senior Notes Indenture shall be supplemented in accordance herewith, and this Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Senior Notes Indenture shall be bound thereby. Section 2.2. Senior Notes Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Senior Notes Indenture shall remain in full force and effect. Section 2.3. Senior Notes Indenture and Senior Notes Supplemental Indenture Construed Together. This Senior Notes Supplemental Indenture is an indenture supplemental to and in implementation of the Senior Notes Indenture, and the Senior Notes Indenture and this Senior Notes Supplemental Indenture shall henceforth be read and construed together. Section 2.4. Confirmation and Preservation of Senior Notes Indenture. The Senior Notes Indenture as supplemented by this Senior Notes Supplemental Indenture is in all respects confirmed and preserved. Section 2.5. Conflict with Trust Indenture Act. If any provision of this Senior 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 Senior Notes Supplemental Indenture, such provision of the TIA shall control. If any provision of this Senior 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 Notes Indenture as so modified or to be excluded by this Senior Notes Supplemental Indenture, as the case may be. Section 2.6. Severability. In case any provision in this Senior 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 Senior Notes Supplemental Indenture. Nothing in this Senior Notes Supplemental Indenture or the Securities, express or implied, shall give to 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 Notes Indenture, this Senior Notes Supplemental Indenture or the Securities. Section 2.8. Successors. All agreements of Donnelley in this Senior Notes Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors. Section 2.9. Certain Duties and Responsibilities of the Trustee. In entering into this Senior Notes Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior Notes 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 Senior 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 Senior 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 Senior Notes Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by Donnelley and the Guarantors. IN WITNESS WHEREOF, the parties hereto have caused this Senior 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 ACQUISITIONS, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY CD INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY ACQUISITIONS II, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President DIRECTORIESAMERICA, 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 R.H. DONNELLEY DIRECTORY COMPANY By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President CENDON, L.L.C. By: /s/ David C. Swanson Name: David C. Swanson Title: Manager THE BANK OF NEW YORK, as trustee By: /s/ Julie Salovitch Miller Name: Julie Salovitch-Miller Title: Vice President