CORPORATE EXPRESS, INC.
4 1/2% Convertible Notes
due July 1, 2000
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FIRST SUPPLEMENTAL INDENTURE
Dated as of October 15, 1996
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BANKERS TRUST COMPANY
Trustee
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This FIRST SUPPLEMENTAL INDENTURE, dated as of October 15, 1996, between
CORPORATE EXPRESS, INC., a corporation duly organized and existing under the
laws of the State of Colorado (the "Company"), and Bankers Trust Company, a New
York banking corporation, as Trustee (the "Trustee"), under the Indenture, dated
as of June 24, 1996, between the Company and the Trustee (the "Indenture").
RECITALS OF THE COMPANY
The Company has executed and delivered to the Trustee the Indenture, which
provides for the issuance of the Securities. On June 24, 1996, the Company
issued U.S. $325,000,000 of its 4 1/2% Convertible Notes due July 1, 2000
(the "Notes") pursuant to the Indenture. The Company is now required to
register the Notes pursuant to the terms of the Registration Rights Agreement.
Section 8.1(7) of the Indenture provides, among other things, that without
the consent of any Holders of the Securities, the Company, when authorized by a
Board Resolution, and the Trustee, may enter into a supplemental indenture in
connection with the registration of the Securities pursuant to the Registration
Rights Agreement, to make any changes required to comply with the Trust
Indenture Act. Pursuant to the foregoing authority, the Company desires to
amend the Indenture to comply with the Trust Indenture Act.
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1. The Indenture is hereby amended by adding new Section 14.3 immediately
after Section 14.2, as follows:
SECTION 14.3 Trust Indenture Act.
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The provisions of Sections 310 through 317 of the Trust Indenture
Act that impose duties on any person (including the provisions
automatically deemed included herein unless expressly excluded by this
Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.
If any provision of this Indenture limits, qualifies, or
conflicts with any provision of the Trust Indenture Act, the Trust
Indenture Act shall control.
2. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.
3. This First Supplemental Indenture 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 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.
CORPORATE EXPRESS, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
and Secretary
Attest:
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President,
Controller
BANKERS TRUST COMPANY, as Trustee
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Treasurer
Attest:
/s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
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