EXHIBIT 4.26
ELEVENTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
February 25, 2002, among Xxx Xxxxxxxx Corporation, a Delaware corporation
(formerly known as Xxx Xxxxxxxx Press, Inc., the "Company"), Xxx Xxxxxxxx
Holdings Inc., a Delaware corporation (formerly known as Xxx Xxxxxxxx
Corporation, "Holdings"), One Thousand Realty & Investment Company, a Delaware
corporation ("One Thousand"), H&S Graphics, Inc., a Delaware corporation
("H&S"), Preface, Inc., a Delaware corporation ("Preface"), Precision Offset
Printing Company, Inc., a Pennsylvania corporation ("Precision"), and HSBC Bank
(formerly 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, dated as of May 22, 1997 (as supplemented from time to
time, the "Indenture"), providing for the issuance by the Company of an
aggregate principal amount of $100,000,000 of 10 3/8% Senior Subordinated Notes
due 2007 (the "Notes");
WHEREAS, each of Holdings, Xxx Xxxxxxxx Graphics, Inc., a Delaware
corporation ("VH Graphics"), One Thousand, H&S, Preface and Precision is a
Guarantor under the Indenture;
WHEREAS, on February 25, 2002, VH Graphics, a wholly-owned subsidiary
of the Company, merged with and into the Company (the "Merger") with the Company
continuing as the surviving corporation of the Merger;
WHEREAS, simultaneously with the Merger, the Company changed its
corporate name to "Xxx Xxxxxxxx Corporation";
WHEREAS, prior to the Merger, on February 22, 2002, Holdings changed
its corporate name to "Xxx Xxxxxxxx Holdings Inc.";
WHEREAS, Article 5 of the Indenture provides that the Company shall
not merge with another corporation unless each Guarantor executes and delivers
to the Trustee a supplemental indenture pursuant to which each Guarantor
confirms that its Notes Guarantee applies to the Company's Obligations under the
Notes and the Indenture; 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,
the Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO NOTES GUARANTEES. Each Guarantor hereby confirms
that its respective Notes Guarantee shall apply to the Company's Obligations
under the Indenture and the Notes.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of the Company or of any
Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, any Notes Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. 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.
6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by the Company.
[Signatures appear on following page]
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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.
XXX XXXXXXXX CORPORATION
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
XXX XXXXXXXX HOLDINGS INC.
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
ONE THOUSAND REALTY &
INVESTMENT COMPANY
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
H&S GRAPHICS, INC.
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
[Signature Page to Eleventh Supplemental Indenture, dated as of February 25,
2002, among Xxx Xxxxxxxx Corporation, ET. AL., and HSBC Bank, as Trustee]
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PREFACE, INC.
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Treasurer
PRECISION OFFSET PRINTING
COMPANY, INC.
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
HSBC BANK, as Trustee
By: /s/ XXXXX XXXXXX
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
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