EXECUTION COPY
EXHIBIT 4.15
FIRST SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated
as of December 19, 2002, among Xxx Xxxxxxxx Corporation, a Delaware corporation
(the "COMPANY"), Xxx Xxxxxxxx Holdings Inc., a Delaware corporation
("HOLDINGS"), H&S Graphics, Inc., a Delaware corporation ("H&S"), Preface, Inc.,
a Delaware corporation ("PREFACE"), Precision Offset Printing Company, Inc., a
Delaware corporation ("PRECISION"), and U.S. Bank National Association, as
trustee under the Indenture (as defined 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 March 26, 2002 providing
for the issuance of an aggregate principal amount of up to $215,000,000 of 10
1/4% Senior Notes due 2009 (the "NOTES");
WHEREAS, each of Holdings, Realty, H&S, Preface and Precision
is a Guarantor under the Indenture;
WHEREAS, on December 19, 2002, Realty, a wholly-owned
subsidiary of the Company and a Guarantor under the Indenture, merged with and
into the Company (the "MERGER") with the Company continuing as the surviving
corporation of the Merger; 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 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/ XXXX XXXXXX
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Xxxx Xxxxxx
Chief Financial Officer and Treasurer
XXX XXXXXXXX HOLDINGS INC.
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
Chief Financial Officer and Treasurer
H&S GRAPHICS, INC.
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
Chief Financial Officer and Treasurer
PREFACE, INC.
By: /s/ XXXX XXXXXX
--------------------------------------
Xxxx Xxxxxx
Chief Financial Officer and Treasurer
PRECISION OFFSET PRINTING COMPANY, INC.
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
Chief Financial Officer and Treasurer
Signature Page to First Supplemental Indenture, dated as of December 19, 2002,
among Xxx Xxxxxxxx Corporation, ET. AL., and U.S. Bank National Association, as
Trustee
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U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ XXXX XXXXXXXX
-----------------------------------
Xxxx Xxxxxxxx
Vice President
Signature Page to First Supplemental Indenture, dated as of December 19, 2002,
among Xxx Xxxxxxxx Corporation, ET. AL., and U.S. Bank National Association, as
Trustee
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