EXHIBIT 4.14
FOURTEENTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated
as of October 22, 2003, among Xxx Xxxxxxxx Corporation, a Delaware corporation
(formerly known as Xxx Xxxxxxxx Press, Inc., the "COMPANY"), The Lehigh Press,
Inc., a Pennsylvania corporation and a wholly-owned subsidiary of the Company,
(the "NEW GUARANTOR"), the other Guarantors (as defined in the Indenture
referred to herein) 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 heretofore amended or
supplemented from time to time, the "Indenture"), providing for the issuance of
an aggregate principal amount of $100,000,000 of 10 3/8% Senior Subordinated
Notes due 2007 (the "NOTES");
WHEREAS, Article 11 of the Indenture provides that under
certain circumstances the Company may or must cause certain of its subsidiaries
to execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiaries shall unconditionally guarantee all of the Company's
Obligations under the Notes pursuant to a Notes Guarantee on the terms and
conditions set forth herein; 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 parties hereto, 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 GUARANTEE. The New Guarantor hereby
agrees, jointly and severally with all other Guarantors, to guarantee the
Company's Obligations under the Notes and the Indenture on the terms and subject
to the conditions set forth in Article 11 of the Indenture and to be bound by
all other applicable provisions of the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, shareholder or agent of any
Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Notes Guarantee, 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 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 New
Guarantor.
[Signatures appear on following page]
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EXECUTION COPY
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 X. XXXXXX
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Chief Financial
Officer, Treasurer
XXX XXXXXXX HOLDINGS INC.
By: /s/ XXXX X. XXXXXX
-------------------------------------
Xxxx X. Xxxxxx
Chief Financial Officer & Treasurer
THE LEHIGH PRESS, INC.
By: /s/ XXXX X. XXXXXX
--------------------------------------
Xxxx X. Xxxxxx
Chief Financial Officer & Treasurer
H&S GRAPHICS, INC.
By: /s/ XXXX X. XXXXXX
-------------------------------------
Xxxx X. Xxxxxx
Chief Financial Officer & Treasurer
PREFACE, INC.
By: /s/ XXXX X. XXXXXX
-------------------------------------
Xxxx X. Xxxxxx
Chief Financial Officer & Treasurer
PRECISION OFFSET PRINTING COMPANY, INC.
By: /s/ XXXX X. XXXXXX
-------------------------------------
Xxxx X. Xxxxxx
Chief Financial Officer & Treasurer
[Signature Page to Fourteenth Supplemental Indenture, dated as of ]
October __, 2003, among Xxx Xxxxxxxx Corporation, ET. AL., and HSBC Bank,
as Trustee]
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HSBC BANK,
as Trustee
By: /s/ XXXXX XXXXXX
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
[Signature Page to Fourteenth Supplemental Indenture, dated as of ]
October __, 2003, among Xxx Xxxxxxxx Corporation, ET. AL., and HSBC Bank,
as Trustee]
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