EXHIBIT 4.19
FOURTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
September 28, 1998, among Xxx Xxxxxxxx Press, Inc., a Missouri corporation (the
"Company"), Xxx Xxxxxxxx Corporation, a Delaware corporation, and 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 (the "Indenture"), dated as of May 22, 1997, 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, Xxx Xxxxxxxx Corporation, a Missouri corporation ("VHC Missouri"),
is a Guarantor under the Indenture;
WHEREAS, on September 28, 1998, VHC Missouri merged with and into Xxx
Xxxxxxxx Corporation, a Delaware corporation and, prior to such merger, a
wholly-owned subsidiary of VHC Missouri ("VHC Delaware"), with VHC Delaware as
the surviving corporation of such merger;
WHEREAS, Article 11 of the Indenture provides that under certain
circumstances a successor to a Guarantor must execute and deliver to the Trustee
a supplemental indenture pursuant to which such successor 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
Company, VHC Delaware 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 GUARANTEE. VHC Delaware hereby agrees to assume all
of the Obligations of VHC Missouri as a Guarantor and, as such, 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 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 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 and VHC
Delaware.
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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.
Dated: September 28, 1998 XXX XXXXXXXX PRESS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
Dated: September 28, 1998 XXX XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
Dated: September 28, 1998 MARINE MIDLAND BANK,
as Trustee
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
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