EXHIBIT 4.25
TENTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
July 1, 2001, among Xxx Xxxxxxxx Press, Inc., a Delaware corporation ("VHP"),
Xxx Xxxxxxxx Corporation, a Delaware corporation ("VHC"), One Thousand Realty &
Investment Company, a Delaware corporation ("One Thousand"), Xxx Xxxxxxxx
Graphics, Inc., a Delaware corporation ("VHG"), 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, VHP (as successor in interest to Xxx Xxxxxxxx Press, Inc., a
Missouri corporation) 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, each of VHC (as successor in interest to Xxx Xxxxxxxx
Corporation, a Missouri corporation), Mid-Missouri Graphics, Inc., a Delaware
corporation ("MMG") (as successor in interest to Mid-Missouri Graphics, Inc., a
Missouri corporation), One Thousand (as successor in interest to One Thousand
Realty & Investment Company, a Missouri corporation), VHG, H&S, Preface and
Precision is a Guarantor under the Indenture;
WHEREAS, on July 1, 2001, MMG, a wholly-owned subsidiary of VHP,
merged with and into VHP with VHP as the surviving corporation of such merger;
WHEREAS, Article 5 of the Indenture provides that VHP 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 VHP'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, VHP,
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 VHP'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 VHP or of any
Guarantor, as such, shall have any liability for any obligations of VHP 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 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 VHP.
[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 PRESS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
XXX XXXXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
ONE THOUSAND REALTY & INVESTMENT
COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
XXX XXXXXXXX GRAPHICS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
[Signature Page to Tenth Supplemental Indenture, dated July 1, 2001, among Xxx
Xxxxxxxx Press, Inc., ET. AL., and HSBC Bank, as Trustee]
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H&S GRAPHICS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
PREFACE, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
PRECISION OFFSET PRINTING
COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
HSBC BANK, as Trustee
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
[Signature Page to Tenth Supplemental Indenture, dated July 1, 2001, among Xxx
Xxxxxxxx Press, Inc., ET. AL., and HSBC Bank, as Trustee]
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