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 Company’s 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 Company’s
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 Company’s 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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