FIRST SUPPLEMENTAL
INDENTURE
dated as of March 26,
2009
THE GUARANTORS NAMED ON THE
SIGNATURE PAGES HERETO
9 7/8% SENIOR SUBORDINATED NOTES DUE
2014
FIRST SUPPLEMENTAL
INDENTURE
First Supplemental
Indenture (this “ Supplemental Indenture ”),
dated as of March 26, 2009, among CMP Susquehanna Corp., a
Delaware corporation (the “ Issuer ”), the
Guarantors (as defined in the Indenture referred to below) and
Wells Fargo Bank, N.A., as Trustee (the “ Trustee
”).
WHEREAS, each of
the Issuer and the Guarantors has heretofore executed and delivered
to the Trustee an indenture (the “ Indenture ”),
dated as of May 5, 2006, providing for the issuance of the 9
7/8% Senior Subordinated Notes due 2014 (the “ Notes
”);
WHEREAS, the
Issuer has offered to exchange the outstanding Notes and has
solicited consents of Holders of outstanding Notes to certain
amendments (the “ Amendments ”) to the
Indenture, in each case upon the terms and subject to the
conditions set forth the confidentially offering memorandum and
consent solicitation statement dated March 9, 2009 (the
“ Offering Memorandum ”);
WHEREAS, the
Issuer and the Guarantors desire to supplement the Indenture to
amend certain covenants and other terms and provisions contained in
the Indenture as contemplated by the Amendments;
WHEREAS,
Section 9.02 of the Indenture provides, among other things,
that the Indenture may be amended or supplemented with the consent
of the Holders of at least a majority in principal amount of the
then-outstanding Notes;
WHEREAS, as of the
date hereof, $247,265,000 aggregate principal amount of Notes are
issued and outstanding under the Indenture, which amount includes
$59,671,000 principal amount of Notes owned by the Issuer that,
pursuant to Section 2.09 of the Indenture, are not considered
to be outstanding in determining whether Holders of the required
principal amount of Notes have consented to the
Amendments;
WHEREAS,
Section 9.03 of the Indenture provides, among other things,
that every amendment or supplement to the Indenture or the Notes
shall be set forth in an amended or supplemental indenture that
complies with the Trust Indenture Act as then in effect;
WHEREAS, pursuant
to a consent solicitation by the Issuer, the Issuer received and
delivered to the Trustee consents of Holders of at least a majority
in aggregate principal amount of the then-outstanding Notes
consenting to the amendments to the Indenture that require such
consent, which amendments are set forth herein; and
WHEREAS, upon
execution and delivery of this Supplemental Indenture, all things
necessary to make this Supplemental Indenture a valid and legally
binding agreement of the Issuer and each of the Guarantors have
been done;
1
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:
AMENDMENTS TO THE
INDENTURE
Section 1.01
Amendment to Section 3.02 . The first sentence of
Section 3.02 – “Selection of Notes to be Redeemed
or Purchased” is hereby deleted in its entirety and replaced
with the following text:
“If less
than all of the Notes are to be redeemed pursuant to
Section 3.07 hereof at any time, the Trustee shall select the
Notes to be redeemed or purchased (a) if the Notes are listed
on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which
the Notes are listed or (b) on a pro rata basis or, to
the extent that selection on a pro rata basis is not
practicable, by lot or by such other method the Trustee considers
fair and appropriate.”
Section 1.02
Deletion of Certain Sections and Subsections of the
Indenture . The text of each of the following sections and
subsections of the Indenture is hereby deleted in its entirety and
replaced with the text “[Intentionally
Omitted]”:
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