EXHIBIT 4.3
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WORLD COLOR PRESS, INC.,
as Issuer
$151,800,000
6% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2007
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FIRST SUPPLEMENTAL INDENTURE
Dated as of August 10, 1999
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STATE STREET BANK AND TRUST COMPANY,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE, dated as of August 10, 1999 (the "FIRST
SUPPLEMENTAL INDENTURE"), by and between World Color Press, Inc., a Delaware
corporation (the "COMPANY"), as issuer, and State Street Bank and Trust Company
(the "TRUSTEE"), as trustee, to the indenture, dated as of October 8, 1997, by
and between the Company and the Trustee (the "INDENTURE").
W I T N E S S E T H :
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WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture providing for the issuance of 6% Convertible Senior
Subordinated Notes due 2007 (the "NOTES") of the Company;
WHEREAS, there is currently outstanding under the Indenture
$151,800,000 in aggregate principal amount of the Notes;
WHEREAS, Section 9.1 of the Indenture provides that the Company and the
Trustee may, without the written consent of any Holder, enter into a
supplemental indenture for the purpose of amending the Indenture to cure any
ambiguity, defect or inconsistency in the Indenture;
WHEREAS, the Company has authorized by a resolution of its Board of
Directors this First Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the
Indenture and by the certificate of incorporation and bylaws of the Company, to
make this First Supplemental Indenture a valid and binding agreement for the
purposes expressed herein, in accordance with its terms, have been duly done and
performed;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, and for the equal and proportionate
benefit of the Holders of the Notes, the Company and the Trustee hereby agree as
follows:
Section 1. AMENDMENT TO EXHIBIT A TO THE INDENTURE
The reference to "$41.47" in Section 9 of Exhibit A to the Indenture is
hereby deleted and replaced with "24.113817."
Section 2. OPERATIVENESS
This First Supplemental Indenture will become operative and binding
upon the Company and the Trustee and the Holders as of the day and year first
above written.
Section 3. REFERENCE TO AND EFFECT ON THE INDENTURE
(a) On and after the operative date of this First Supplemental
Indenture, each reference in the Indenture to "this Indenture," "hereunder,"
"hereof," or "herein" shall mean and be a reference to the Indenture as
supplemented by this First Supplemental Indenture unless the context otherwise
requires.
(b) Except as specifically amended above, the Indenture shall remain in
full force and effect and is hereby ratified and confirmed.
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Section 4. GOVERNING LAW
THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 5. DEFINED TERMS
Unless otherwise indicated, capitalized terms used herein and not
defined shall have the respective meanings given such terms in the Indenture.
Section 6. TRUST INDENTURE ACT CONTROLS
If any provision of this First Supplemental Indenture limits, qualifies
or conflicts with another provision of this First Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939, as
amended (the "ACT"), as in force at the date this First Supplemental Indenture
is executed, the provision required by said Act shall control.
Section 7. TRUSTEE DISCLAIMER
The recitals contained in this First Supplemental Indenture shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this First Supplemental Indenture.
Section 8. COUNTERPARTS AND METHOD OF EXECUTION
This First Supplemental Indenture may be executed in several
counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all the parties have not signed the
same counterpart.
Section 9. TITLES
Section titles are for descriptive purposes only and shall not control
or alter the meaning of this First Supplemental Indenture as set forth in the
text.
[SIGNATURE PAGE FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed as of the day and year first above
written.
WORLD COLOR PRESS, INC.
By:
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Name: Xxxxxxxx X. Xxxxx
Title: Vice Chairman, Chief Legal and
Administrative Officer and Secretary
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
Title:
