EXHIBIT 10.29
LIBERTY GROUP PUBLISHING, INC.
$89,000,000 11 5/8% Senior Discount Debentures due 2009
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 13, 2001
to
INDENTURE
Dated as of January 27, 1998
State Street Bank and Trust Company, Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of December 13, 2001, between
Liberty Group Publishing, Inc., a Delaware corporation (the "Company") and State
Street Bank and Trust Company, a Massachusetts trust company, as Trustee (the
"Trustee").
WHEREAS, the Company and the Trustee executed an Indenture, dated as
of January 27, 1998 (the "Indenture"), in respect of $89,000,000 aggregate
principal amount of 11 5/8% Senior Discount Debentures due 2009;
WHEREAS, for all purposes of this First Supplemental Indenture,
except as otherwise defined or unless the context otherwise requires, terms used
in capitalized form in this First Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture;
WHEREAS, Section 902 of the Indenture permits the Company and the
Trustee, with the written consent of the Holders of at least a majority in
aggregate principal amount of the Outstanding Debentures, to amend or supplement
the Indenture or modify the rights of the Holders as hereinafter provided;
WHEREAS, all conditions and requirements necessary to make this
First Supplemental Indenture a valid, binding and legal instrument in accordance
with its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other party and for the equal and ratable benefit
of the Holders of the Debentures, as follows:
ARTICLE I
AMENDMENTS
Section 1.1 Amendments to Indenture. The Indenture is hereby amended as
follows:
(a) The definition of "Permitted Indebtedness" in section 101 of the
Indenture is hereby amended by (i) deleting the word "and" at the end of
clause (e) thereof, (ii) deleting the period at the end of clause (f)
thereof and substituting a semicolon therefor and (iii) adding thereto new
clauses (g) and (h) reading in their entirety as follows:
(g) the Company may incur Indebtedness issued in lieu of the
payment of interest on any Debentures and/or on any Indebtedness
permitted by this clause (g) and Indebtedness the net proceeds from
the issuance and sale of which are used substantially concurrently
to pay interest on the Debentures and/or on any Indebtedness
permitted by this clause (g); and
(h) the Company may incur Indebtedness consisting of increases
in the accreted value of any Refinancing Indebtedness with respect
to the Debentures that is issued at a discount.
(b) The definition of "Permitted Lien" in Section 101 of the
Indenture is hereby amended by (i) deleting the word "and" at the end of
clause (o) thereof and (ii) deleting the period at the end of clause (p)
thereof and substituting therefor the following:
"; and (q) Liens securing Indebtedness permitted by clause (g) of
the definition of Permitted Indebtedness.
(c) Section 1001 of the Indenture is hereby amended by inserting the
following sentence at the end thereof:
Anything in this Indenture or in the Debentures to the contrary
notwithstanding, in the event that any Holder shall enter into a
written agreement with the Company pursuant to which such Holder
agrees to accept consideration other than cash in lieu of the
payment of cash interest otherwise payable on Debentures held by
such Holder on the record date in respect of the next Interest
Payment Date and a copy of such agreement is filed with the Trustee,
the following provisions shall apply:
(a) To the extent provided in such agreement filed with the
Trustee, cash interest on the Debentures held by such Holder need
not be paid by the Company on such next Interest Payment Date; and
(b) For all purposes of this Indenture (other than the
provisions of the preceding clause (a)) and the Debentures, the cash
interest not required to be paid on such next Interest Payment Date
pursuant to the preceding clause (a) shall be deemed to have been
fully paid as and when due.
(d) Section 1012 of the Indenture is hereby amended by deleting the
period at end thereof and substituting therefor the following:
; and provided, further, that clause (2) of this sentence shall not
apply to (a) any transaction involving the incurrence of
Indebtedness permitted by clause (g) of the definition of Permitted
Indebtedness, (b) any transaction pursuant to which an Affiliate
agrees to accept non-cash consideration in lieu of the payment of
cash interest on any Debentures and/or on any Indebtedness permitted
by clause (g) of the definition of Permitted Indebtedness, or (c)
any exchange of Debentures for securities of the Company that
constitute (i) Refinancing Indebtedness on which the required cash
interest payments to the stated maturity thereof do not exceed the
cash interest payments to the Stated Maturity on the Debentures
Refinanced by such Refinancing
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Indebtedness or (ii) Capital Stock (other than, except as permitted
by the preceding clause (i), Disqualified Capital Stock).
MISCELLANEOUS PROVISIONS
Section 2.1. Indenture. Except as amended hereby, the Indenture and the
Debentures are in all respects ratified and confirmed and all their terms shall
remain in full force and effect.
Section 2.2. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.3. Successors. All agreements of the Company in this First
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this First Supplemental Indenture shall bind its successors.
Section 2.4. Multiple Counterparts. This First Supplemental Indenture may
be executed in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.
Section 2.5. Effectiveness and Operativeness. The provisions of this First
Supplemental Indenture shall become effective immediately upon the execution and
delivery by the Trustee of this First Supplemental Indenture. However, the
amendments provided for in Section 1.1 of this First Supplemental Indenture
shall only become operative at such time as the Company delivers an Officers'
Certificate to the Trustee stating that the operativeness of such amendments
does not violate the Credit Agreement.
Section 2.6. Trustee's Disclaimer. The recitals contained herein 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 First Supplemental Indenture.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
LIBERTY GROUP PUBLISHING, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Executive Officer
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
Title:
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