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EXHIBIT 4.4
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of June 18, 1996, by and among Corporate
Express, Inc., a Colorado corporation (the "Original Obligor"), CEX Holdings,
Inc., a Colorado corporation (the "Successor Obligor"), and First Trust
National Association, a national banking association, as Trustee (the
"Trustee"). All capitalized terms not defined herein shall have the meanings
assigned to them in the Original Indenture.
WHEREAS, the Original Obligor heretofore executed and delivered that
certain Indenture (the "Original Indenture") by and among the Original Obligor,
the Guarantors (as defined in the Original Indenture) and the Trustee, dated as
of February 28, 1994, with respect to the issuance of $100,000,000 of its 9 1/8%
Senior Subordinated Notes due 2004;
WHEREAS, Section 5.1 of the Original Indenture permits the Original
Obligor to sell, lease, convey or transfer all or substantially all of its
assets provided that the terms and conditions of such Section 5.1 have been
satisfied;
WHEREAS, the Original Obligor has contributed or otherwise transferred
substantially all of its assets to the Successor Obligor pursuant to that
certain Omnibus Contribution, Xxxx of Sale, Assignment and Assumption Agreement
dated as of June 18, 1996, by and between the Original Obligor and the
Successor Obligor;
WHEREAS, provision is made in Section 5.2 of the Original Indenture for a
successor corporation to succeed to, and be substituted for, the Original
Obligor whereby the Successor Obligor may exercise every right and power of the
Original Obligor under the Original Indenture with the same effect as if the
Successor Obligor had been named in the Original Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture have
been duly authorized by the boards of directors of the Original Obligor and the
Successor Obligor at meetings duly called and held (or pursuant to consents in
lieu thereof) in accordance with applicable law, and all conditions and
requirements necessary to make this Supplemental Indenture a valid, binding and
legal instrument in accordance with its terms, for the purposes herein
expressed, and the execution and delivery hereof, in the form and terms hereof,
have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Original Obligor and the Successor Obligor agree as follows:
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1. Successor Obligor Substituted. Pursuant to Sections 5.2 of the
Original Indenture, the Successor Obligor hereby assumes all the obligations
of the Original Obligor pursuant to the Original Indenture and pursuant to
the Securities and the Original Obligor shall be released from any and all
obligations under the Original Indenture and the Securities (except with
respect to any obligations that arise from, or are related to, transactions
contemplated by this Supplemental Indenture).
2. Amendment to Original Indenture. Upon the execution and delivery of
this Supplemental Indenture, all references in the Original Indenture to the
"Company" shall mean the Successor Obligor.
3. Miscellaneous. As amended and supplemented by this Supplemental
Indenture, the Original Indenture is in all respects ratified and confirmed and
the Original Indenture and the Supplemental Indenture shall be read, taken and
construed as one and the same instrument. This Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but one in the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
CORPORATE EXPRESS, INC.
By: /s/ XXXX X. XXXXXX
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Name (Print): Xxxx X. Xxxxxx
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Title: Executive Vice President
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CEX HOLDINGS, INC.
By: /s/ XXXX X. XXXXXX
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Name (Print): Xxxx X. Xxxxxx
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Title: Vice President
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FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
By: /s/ XXXXX XXXXXXX
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Name (Print): Xxxxx Xxxxxxx
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Title: Trust Officer
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