EXHIBIT 4.23
EIGHTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October
29, 1998, among Xxx Xxxxxxxx Press, Inc., a Delaware corporation (the
"Company"), Custom Printing Company, a Delaware corporation, and Marine Midland
Bank, as trustee under the indenture referred to below (the "Trustee").
Capitalized terms used herein and not defined herein shall have the meaning
ascribed to them in the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of May 22, 1997, providing for the
issuance of an aggregate principal amount of $100,000,000 of 10 3/8% Senior
Subordinated Notes due 2007 (the "Notes");
WHEREAS, Custom Printing Company, a Missouri Corporation ("CP Missouri"),
executed and delivered to the Trustee a Supplemental Indenture, dated as of July
15, 1998, pursuant to which CP Missouri became a Guarantor under the Indenture;
WHEREAS, on October 29, 1998, CP Missouri merged with and into Custom
Printing Company, a Delaware corporation and, prior to such merger, a
wholly-owned subsidiary of CP Missouri ("CP Delaware"), with CP Delaware as the
surviving corporation of such merger;
WHEREAS, Article 11 of the Indenture provides that under certain
circumstances the Company may or must cause certain of its subsidiaries to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiaries shall unconditionally guarantee all of the Company's
Obligations under the Notes pursuant to a Notes Guarantee on the terms and
conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
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
Company, CP Delaware, and
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
Dated: October 29, 1998 XXX XXXXXXXX PRESS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President and
Chief Executive
Officer
Dated: October 29, 1998 CUSTOM PRINTING COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
Dated: November 6, 1998 MARINE MIDLAND BANK,
as Trustee
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
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