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EXHIBIT 4.5
QUEBECOR WORLD (USA) INC.,
As Issuer
6% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2007
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THIRD SUPPLEMENTAL INDENTURE
Dated as of November 23 , 1999
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STATE STREET BANK AND TRUST COMPANY,
As Trustee
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THIRD SUPPLEMENTAL INDENTURE, dated as of November 23, 1999 (the "THIRD
SUPPLEMENTAL INDENTURE"), among Quebecor Printing Inc., a corporation
amalgamated under the laws of Canada, ("QPI") Quebecor World (USA) Inc.
(formerly 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, as amended or supplemented (the "INDENTURE").
W I T N E S S E T H :
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 $150,330,000
in aggregate principal amount of the Notes;
WHEREAS, Section of 9.2 of the Indenture provides that the Company and the
Trustee may amend the Indenture with the written consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding;
WHEREAS, the Company desires to amend a provision of the Indenture, as
set forth in Section 1 hereof;
WHEREAS, the holders of at least a majority in aggregate principal amount
of the Notes outstanding have consented to the amendment effected by this Third
Supplemental Indenture;
WHEREAS, the Company has authorized by a resolution of its Board of
Directors this Third 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
Third 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 THE INDENTURE
Section 4.6 shall be shall be amended in its entirety to read as follows:
SECTION 4.6 SEC REPORTS; FINANCIAL STATEMENTS. QPI shall deliver to the
Trustee and mail to each Holder, within 15 days after the filing of the
same with
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the SEC, copies of its annual report and of the information, documents and
other reports, if any, which QPI is required to file with the SEC pursuant
to Section 13 or 15(d) of the Exchange Act. QPI shall also comply with the
other provisions of TIA Section 314(a).
SECTION 2. OPERATIVENESS
This Third Supplemental Indenture will become operative and binding upon
each of QPI, the Company and the Trustee and the Holders 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 Third 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 Third 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.
SECTION 4. GOVERNING LAW
This Third 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. CONFLICTS.
In the event of a conflict between the terms and conditions of the
Indenture and the terms and conditions of this Third Supplemental Indenture,
then the terms and conditions of this Third Supplemental Indenture shall
prevail.
SECTION 7. TRUST INDENTURE ACT CONTROLS
If any provision of this Third Supplemental Indenture limits, qualifies or
conflicts with another provision of this Third 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 Third Supplemental Indenture
is executed, the provision required by said Act shall control.
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SECTION 8. TRUSTEE DISCLAIMER
The recitals contained in this Third 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 Third Supplemental Indenture.
SECTION 9. COUNTERPARTS AND METHOD OF EXECUTION
This Third 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 10. TITLES
Section titles are for descriptive purposes only and shall not control or
alter the meaning of this Third Supplemental Indenture as set forth in the text.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be executed as of the day and year first above written.
QUEBECOR PRINTING INC.
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Executive Vice President
QUEBECOR WORLD (USA) INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and Chief
Financial Officer
STATE STREET BANK AND TRUST COMPANY
By: /S/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
