Exhibit 4.4
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BIG FLOWER PRESS HOLDINGS, INC.,
ISSUER
AND
STATE STREET BANK AND TRUST COMPANY,
TRUSTEE
______________
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 14, 1997
TO
INDENTURE
DATED AS OF JUNE 20, 1997
______________
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FIRST SUPPLEMENTAL INDENTURE, dated as of August 14, 1997, between Big
Flower Press Holdings, Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), and State Street
Bank and Trust Company (as successor in interest to Fleet National Bank), a
Massachusetts Trust Company, as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly heretofore executed and delivered to the Trustee
an Indenture, dated as of June 20, 1997 (the "Indenture"), providing for the
issuance of up to $350,000,000 aggregate principal amount of the Company's 8
7/8% Senior Subordinated Notes due 2007 (the "Securities"). All terms used in
this First Supplemental Indenture which are defined in the Indenture shall have
the same meanings assigned to them in the Indenture.
Section 9.1(b) of the Indenture provides that, without the consent of
any Holders, the Company, when authorized by a resolution of its Board of
Directors, and the Trustee, may amend or supplement the Indenture or the
Securities to, among other things, surrender any right or power conferred by the
Indenture on the Company.
The Company has determined to surrender any right that it may from
time to time have to redeem Securities, pursuant to the third paragraph of
Section 5 on the reverse of the Securities, at any price that is less than
104.438% of their principal amount plus accrued and unpaid interest, if any, to
the date of redemption.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company, and a valid supplement to the Indenture, have been
done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually agreed, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:
1. The definition of "Applicable Premium" set forth in Section 5 on
the reverse of the Securities (as set forth in Exhibit A-1 and in Exhibit
A-2 to the Indenture) is amended by deleting, from clause (i), the number
"1.0%" and inserting, in place thereof, the number "4.438%".
2. This First Supplemental Indenture shall be construed in accordance
with the laws of the State of New York without reference to its conflict of
law
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provisions, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
3. 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.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
BIG FLOWER PRESS HOLDINGS, INC.
By /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Executive Vice President
Attest:
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STATE STREET BANK AND TRUST
COMPANY, as Trustee
By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Assistant Vice President
Attest:
.....................
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