Exhibit 4.28
THIRTEENTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of December 19, 2002, among Xxx Xxxxxxxx Corporation, a Delaware
corporation (formerly known as Xxx Xxxxxxxx Press, Inc., the "Company"), Xxx
Xxxxxxxx Holdings Inc., a Delaware corporation (formerly known as Xxx Xxxxxxxx
Corporation, "Holdings"), H&S Graphics, Inc., a Delaware corporation ("H&S"),
Preface, Inc., a Delaware corporation ("Preface"), Precision Offset Printing
Company, Inc., a Delaware corporation ("Precision"), and HSBC Bank (formerly
Marine Midland Bank), as trustee under the indenture referred to below (the
"Trustee"). Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an indenture, dated as of May 22, 1997 (as supplemented from time
to time, the "Indenture"), providing for the issuance by the Company of an
aggregate principal amount of $100,000,000 of 10 3/8% Senior Subordinated Notes
due 2007 (the "Notes");
WHEREAS, each of Holdings, One Thousand Realty & Investment
Company ("One Thousand"), H&S, Preface and Precision is a Guarantor under the
Indenture;
WHEREAS, on December 20, 2002, One Thousand, a wholly-owned
subsidiary of the Company, merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation of the Merger;
WHEREAS, Article 5 of the Indenture provides that the
Company shall not merge with another corporation unless each Guarantor executes
and delivers to the Trustee a supplemental indenture pursuant to which each
Guarantor confirms that its Notes Guarantee applies to the Company's Obligations
under the Notes and the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company, the Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO NOTES GUARANTEES. Each Guarantor hereby
confirms that its respective Notes Guarantee shall apply to the Company's
Obligations under the Indenture and the Notes.
3. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, shareholder or agent of the Company
or of any Guarantor, as such, shall have any liability for any obligations of
the Company or any Guarantor under the Notes, any Notes Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the correctness of the recitals
of fact contained herein, all of which recitals are made solely by the Company.
[Signatures appear on following page]
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
XXX XXXXXXXX CORPORATION
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chief Financial Officer and Treasurer
XXX XXXXXXXX HOLDINGS INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chief Financial Officer and Treasurer
H&S GRAPHICS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------------
Xxxx Xxxxxx
Chief Financial Officer and Treasurer
PREFACE, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------------
Xxxx Xxxxxx
Chief Financial Officer and Treasurer
PRECISION OFFSET PRINTING COMPANY, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------------
Xxxx Xxxxxx
Chief Financial Officer and Treasurer
[Signature Page to Thirteenth Supplemental Indenture, dated as of December 19,
2002, among Xxx Xxxxxxxx Corporation, et. al., and HSBC Bank, as Trustee]
HSBC BANK, as Trustee
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
[Signature Page to Thirteenth Supplemental Indenture, dated as of December 19,
2002, among Xxx Xxxxxxxx Corporation, et. al., and HSBC Bank, as Trustee]
