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EXHIBIT 4.2
ASCENT ENTERTAINMENT GROUP, INC.,
AND
THE BANK OF NEW YORK
TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF
JULY 17, 2000
TO
INDENTURE
DATED AS OF
DECEMBER 22, 1997
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THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplement"), is
entered into as of July 17, 2000, between Ascent Entertainment Group, Inc., a
Delaware corporation (the "Company"), and the Bank of New York, a New York
banking corporation, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee are parties to an
Indenture dated as of December 22, 1997, as amended by the First Supplemental
Indenture dated as of June 8, 2000 (the "Indenture", capitalized terms used and
not otherwise defined herein having the respective meanings assigned to such
terms in the Indenture), pursuant to which the Company's 11 7/8% Notes Due 2004
were issued and are outstanding; and
WHEREAS, On Command Corporation, a Delaware corporation and
subsidiary of the Company ("OCC") proposes to enter into a Credit Agreement,
pursuant to which OCC would incur indebtedness (the "Proposed Indebtedness") to
refinance and replace the New OCC Credit Facility, and certain subsidiaries of
OCC (the "Guarantors") would enter into guarantees (the "Proposed Guarantees")
guaranteeing the Proposed Indebtedness; and
WHEREAS, OCC and the Guarantors are Restricted Subsidiaries
under the Indenture; and
WHEREAS, Section 1010 of the Indenture would permit the
Company to incur the Proposed Indebtedness, and contemplates refinancings such
as the Proposed Indebtedness; and
WHEREAS, under Section 1021 of the Indenture set forth below a
Restricted Subsidiary may not guarantee the Proposed Indebtedness unless such
Restricted Subsidiary also guarantees the Senior Notes or such guarantee existed
at the time such Guarantor became a Restricted Subsidiary:
"The Company will not permit any Restricted Subsidiary, directly or
indirectly, to guarantee . . . any Indebtedness of any other Restricted
Subsidiary, unless . . . such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture providing for a
guarantee of payment of the Senior Notes by such Restricted Subsidiary
. . ., provided that the foregoing provision will not be applicable to
any guarantee by any Restricted Subsidiary that existed at the time
such person became a Restricted Subsidiary and was not incurred in
connection with, or in contemplation of, such person becoming a
Restricted Subsidiary."
; and
WHEREAS, although the guarantees of the Proposed Indebtedness
would not have existed at the time the Guarantors became Restricted
Subsidiaries, the Proposed Guarantees will guarantee permitted refinancing of
the Bank Credit Facilities and replace guarantees of the New
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OCC Credit Facility entered into by the Guarantors which were in existence at
the time such Guarantors became Restricted Subsidiaries; and
WHEREAS, Section 901(g) of the Indenture provides that under
certain conditions, the Company, when authorized by a Board Resolution, and the
Trustee may, without the consent of any Holders, amend or supplement the
Indenture, inter alia, to make any provisions with respect to matters or
questions arising under the Indenture that do not adversely affect the interests
of the Holders in any material respect; and
WHEREAS, the Company and the Trustee, in accordance with
Section 901 of the Indenture and pursuant to appropriate Board Resolutions, have
duly determined to make and execute this Second Supplemental Indenture in order
to permit the consummation of the Proposed Indebtedness;
NOW THEREFORE, for and in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed as follows:
SECTION ONE
AMENDMENT TO INDENTURE
Section 1021 of the Indenture is hereby amended so that the
proviso at the end of the first paragraph is amended to read:
"provided that the foregoing provision will not be applicable to any
guarantee by any Restricted Subsidiary that existed at the time such
person became a Restricted Subsidiary and was not incurred in
connection with, or in contemplation of, such person becoming a
Restricted Subsidiary, or any guarantee by any Restricted Subsidiary of
Indebtedness permitted to be incurred pursuant to clause (i) of the
definition of Permitted Indebtedness."
SECTION TWO
RATIFICATION
Except as expressly amended and supplemented by this
Supplement, the Indenture shall remain unchanged and in full force and effect.
This Supplement shall be construed as supplemental to the Indenture and shall
form a part thereof.
SECTION THREE
GOVERNING LAW
This Supplement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed therein.
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SECTION FOUR
COUNTERPARTS
This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, each of the Company and the Trustee, has
caused this Supplement to be signed as of the day and year first above written.
ASCENT ENTERTAINMENT GROUP, INC.
By:
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Name:
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Title:
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THE BANK OF NEW YORK, Trustee
By:
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Name:
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Title:
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