Exhibit 4.4
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture"), dated as of September 18, 2003, is made by and among the Guarantors
listed on Schedule I hereto (the "Guarantors"), ▇▇▇▇▇ North America Finance,
Inc. (the "Issuer"), a corporation organized under the laws of the State of
Delaware, and Bank One, N.A., as trustee under the Indenture referred to below
(the "Trustee").
W I T N E S S E T H :
WHEREAS, the Issuer has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of March 14, 2003, providing for the issuance of the
Issuer's 7-7/8% Senior Notes due 2011 (the "Notes");
WHEREAS, pursuant to Section 10.01 of the Indenture, the Issuer and
the Guarantors have heretofore executed and delivered to the Trustee a
supplemental indenture (the "First Supplemental Indenture"), dated as of May 15,
2003, pursuant to which the Guarantors agreed to guarantee the Issuer's
obligations under the Notes on the terms and subject to the conditions set forth
in Article 10 of the Indenture and to be bound by all other applicable
provisions of the Indenture;
WHEREAS, pursuant to Section 10.02 of the Indenture, to evidence the
Guarantee set forth in Section 10.01 of the Indenture, the Guarantors have
heretofore executed and delivered to the Trustee a Guaranty (the "Guaranty"),
dated as of May 15, 2003;
WHEREAS, in accordance with Section 8.01 of the Indenture, the
Issuer and the Guarantors desire to amend the Guaranty; and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee and
the Issuer are authorized to execute and deliver this Second Supplemental
Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Noteholders as follows:
1. Definitions. (a) Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Second Supplemental Indenture, except
as otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Second Supplemental Indenture refer to this Second Supplemental Indenture as a
whole and not to any particular section hereof.
2. Amendment of the Guaranty. The Guaranty is replaced and amended
in its entirety to read as does Exhibit A hereto.
3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, each of the Indenture and the
First Supplemental Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect. This Second Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Noteholder heretofore or hereafter authenticated and
delivered shall be bound hereby.
4. Severability. In case any provision in this Second Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF
THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECOND SUPPLEMENTAL INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE,
OR THE NOTES OR THE GUARANTEES.
6. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Second Supplemental
Indenture.
7. Counterparts. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.
▇▇▇▇▇ NORTH AMERICA FINANCE, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
BANK ONE, N.A.,
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Trust Officer
Schedule I
GUARANTORS
▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated
MH Holdings Limited
▇▇▇▇▇ Holdings U.S.A. Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc.
▇▇▇▇▇ Financial Inc.
The ▇▇▇▇▇▇▇ Company
Litho Industries, Inc.
FRDK Inc.
▇▇.▇▇▇ Inc.
Peak Technologies, Inc.
▇▇▇▇▇▇▇ Technical Services, LLC
▇▇▇▇▇▇▇ Heritage, LLC
Visible Computer Supply Corporation
▇▇▇▇▇▇▇ Financial Services, LLC
▇▇▇▇▇▇ Packaging, Corp.
▇▇▇▇▇▇▇ Integrated Graphics, Inc.
State Printing Company, Inc.
Commercial Press, Incorporated
▇▇▇▇▇ Offset, Inc.
W. E. ▇▇▇▇▇▇▇ Co. Inc.
Metro Printing Incorporated
▇▇▇▇▇▇▇▇▇ Reserve Printing Company
▇▇▇▇▇▇ Press, Inc.
Presstar Printing Corporation
The ▇▇▇▇▇ Printing Company, Inc.
▇▇▇▇▇ Brasil Ltda
▇▇▇▇▇ International Hungary Financial Services Limited Liability Company
▇▇▇▇▇ Group Services B.V.B.A.
▇▇▇▇▇ Business Forms Holdings UK Limited
▇▇▇▇▇ Business Forms Limited
▇▇▇▇▇ Response Marketing Limited
▇▇▇▇▇ International B.V.
▇▇▇▇▇ Response Marketing B.V.
▇▇▇▇▇ IMS B.V.
▇▇▇▇▇ Belgium N.V.
▇▇▇▇▇ Response Marketing N.V.
▇▇▇▇▇ ▇▇▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
MH HOLDINGS LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ HOLDINGS U.S.A. INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇ NORTH AMERICA, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ FINANCIAL INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
THE ▇▇▇▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
LITHO INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
FRDK INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇.▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
PEAK TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇ TECHNICAL SERVICES, L.L.C.
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc., its
sole member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
▇▇▇▇▇▇▇ HERITAGE, L.L.C.
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc., its
sole member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
VISIBLE COMPUTER SUPPLY CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇ FINANCIAL SERVICES, L.L.C.
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc., its
sole member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
▇▇▇▇▇▇ PACKAGING, CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇ INTEGRATED GRAPHICS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
STATE PRINTING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
COMMERCIAL PRESS, INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ OFFSET, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
W. E. ▇▇▇▇▇▇▇ CO. INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
METRO PRINTING INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇▇▇ RESERVE PRINTING COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
▇▇▇▇▇▇ PRESS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
PRESSTAR PRINTING CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
THE ▇▇▇▇▇ PRINTING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
▇▇▇▇▇ BRASIL LTDA
By: /s/ Gastao ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
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Name: Gastao ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
▇▇▇▇▇ INTERNATIONAL HUNGARY FINANCIAL
SERVICES LIMITED LIABILITY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇ GROUP SERVICES BVBA
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
▇▇▇▇▇ BUSINESS FORMS HOLDINGS UK LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇ BUSINESS FORMS LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇ RESPONSE MARKETING LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇ INTERNATIONAL BV
By: /s/ J.V.E. ▇▇▇▇▇▇
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Name: J.V.E. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ H.P.F. Von Aesch
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Name: H.P.F. Von Aesch
Title: Managing Director
▇▇▇▇▇ RESPONSE MARKETING BV
By: /s/ I.E.A. Schalley
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Name: I.E.A. Schalley
Title: Managing Director
▇▇▇▇▇ IMS B.V.
By: /s/ I.E.A. Schalley
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Name: I.E.A. Schalley
Title: Managing Director
▇▇▇▇▇ BELGIUM NV
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
▇▇▇▇▇ RESPONSE MARKETING NV
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
