Premier Graphics, Inc.
as Issuer
The Guarantors named herein
as Guarantors
and
United States Trust Company of New York
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 19, 1999
to
INDENTURE
Dated as of December 11, 1998
between
PREMIER GRAPHICS, INC., as Issuer
THE GUARANTORS NAMED THEREIN, as Guarantors
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
$130,000,000
11 1/2% SENIOR NOTES DUE 2005
This FIRST SUPPLEMENTAL INDENTURE, dated as of March 19, 1999, is entered
into by and among Premier Graphics, Inc., a Delaware corporation (the
"Company"), Master Graphics, Inc., a Tennessee corporation ("Master Graphics"),
and United States Trust Company of New York, as Trustee (the "Trustee).
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of December 11, 1998 (the "Indenture"), providing for the
issuance of its 11 1/2% Senior Notes due 2005 (the "Initial Notes") and, when
and if issued as provided in the Exchange and Registration Rights Agreement,
11 1/2% Senior Notes due 2005 (the "Exchange Notes" and, together with the
Initial Notes, the "Securities");
WHEREAS, Master Graphics and Harperprints are currently Guarantors under
such Indenture;
WHEREAS, the Company intends to merge Harperprints with and into the
Company effective upon the close of business on March 19, 1999 (the "Merger"),
whereupon the Company will be the surviving corporation following the Merger
pursuant to Section 5.1 of the Indenture;
WHEREAS, pursuant to Section 12.4 of the Indenture, the Merger is permitted
under the Indenture;
WHEREAS, Harperprints is currently a Subsidiary and a Guarantor under the
Indenture;
WHEREAS, as a result of the Merger, the separate legal existence of
Harperprints will cease, and thus, will its designation as a Guarantor under the
Indenture; and
WHEREAS, pursuant to Section 12.7 of the Indenture, the release of
Harperprints as a Guarantor is permitted under the Indenture;
NOW, THEREFORE, for and in consideration of the premises and covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, Master
Graphics, Harperprints and the Trustee agree as follows:
SECTION 1. The Trustee hereby consents to the Merger and the release of
Harperprints as a Guarantor. The Company hereby acknowledges that the
obligations of Harperprints under the Guarantee previously made by shall now be
treated as the obligations of the Company under the Indenture, as the surviving
entity pursuant to the Merger.
SECTION 2. Except as expressly supplemented by this First Supplemental
Indenture, the Indenture and the Securities issued thereunder are in all
respects ratified and confirmed and all of the rights, remedies, terms,
conditions, covenants and agreements of the Indenture and Securities
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issued thereunder shall remain in full force and effect. Capitalized terms used
herein but not defined herein shall have the meaning provided in the Indenture.
SECTION 3. This First Supplemental Indenture is executed and shall
constitute an indenture supplemental to the Indenture and shall be construed in
connection with and as part of the Indenture. This First Supplemental Indenture
shall be governed by and construed in accordance with the laws of the
jurisdiction that governs the Indenture and its construction.
SECTION 4. This First Supplemental Indenture may be executed in any number
of counterparts, each of which shall be deemed to be an original for all
purposes; but such counterparts shall together be deemed to constitute but one
and the same instrument.
SECTION 5. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
First Supplemental Indenture may refer to the Indenture without making specific
reference to this First Supplemental Indenture, but nevertheless all such
references shall include this First Supplemental Indenture unless the context
otherwise requires.
SECTION 6. This First Supplemental Indenture shall be deemed to have become
effective upon the date first above written.
SECTION 7. In the event of a conflict between the terms of this First
Supplemental Indenture and the Indenture, this First Supplemental Indenture
shall control.
SECTION 8. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this First Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company, Master Graphics and Harperprints.
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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the day and year first above written.
PREMIER GRAPHICS, INC.
By:
-------------------------------
Name:
-----------------------------
Title:
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MASTER GRAPHICS, INC.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
UNITED STATES TRUST
COMPANY OF NEW YORK
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
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