EX-4.1 First Supplemental Indenture
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EX-4.1 2 g10543exv4w1.htm EX-4.1 FIRST SUPPLEMENTAL INDENTURE Ex-4.1
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of November 13, 2007, among VIANETA COMMUNICATIONS, a California corporation (the New Guarantor), an indirect wholly-owned subsidiary of SPHERIS INC., a Delaware corporation (the Company), the Company and The Bank of New York, a New York banking corporation, as trustee under the indenture referred to below (the Trustee).
W I T N E S S E T H :
WHEREAS the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the Indenture) dated as of December 22, 2004, providing for the issuance of the Companys 11% Senior Subordinated Notes due 2012 (the Notes), initially in the aggregate principal amount of $125,000,000;
WHEREAS Section 11.09 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Companys obligations under the Notes pursuant to a Senior Subordinated Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders, to the extent applicable. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Companys obligations under the Notes on the terms and subject to the conditions set forth in Articles 11 and 12 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the New Guarantor and not those of the Trustee, and the Trustee assumes no responsibility for their correctness.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
VIANETA COMMUNICATIONS | ||||
By: | /s/ Gregory T. Stevens | |||
Name: | Gregory T. Stevens | |||
Title: | Chief Administrative Officer | |||
SPHERIS INC. | ||||
By: | /s/ Gregory T. Stevens | |||
Name: | Gregory T. Stevens | |||
Title: | Chief Administrative Officer | |||
THE BANK OF NEW YORK, as Trustee | ||||
By: | /s/ Remo j. Reale | |||
Name: | Remo J. Reale | |||
Title: | Vice President | |||
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