EXHIBIT 4.4
SENIOR SUBORDINATED GUARANTEES
Each of the undersigned (the "Guarantors") hereby jointly and severally
unconditionally guarantees, to the extent set forth in the Indenture, dated as
of December 3, 2002, by and among X.X. Xxxxxxxxx Finance Corporation I, a
Delaware corporation, as issuer, and The Bank of New York, as trustee (the
"TRUSTEE") (as amended, restated or supplemented from time to time, the "SENIOR
SUBORDINATED NOTES INDENTURE"), as supplemented by (1) the Supplemental
Indenture, dated as of January 3, 2003, among X.X. Xxxxxxxxx Inc., a Delaware
corporation (the "COMPANY"), the guarantors party thereto and the Trustee, (2)
the Second Supplemental Indenture, dated as of January 9, 2004, among the
Company, the guarantors party thereto and the Trustee and (3) the Third
Supplemental Indenture, dated as of September 1, 2004, among the Company, the
guarantors party thereto and the Trustee, and subject to the provisions of the
Senior Subordinated Notes Indenture, (a) the due and punctual payment of the
principal of, and premium, if any, and interest on the Notes, when and as the
same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on overdue principal of, and
premium and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee, all in accordance with the terms set forth in Article Ten of the Senior
Subordinated Notes Indenture, and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise.
The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Guarantee and the Senior Subordinated Notes Indenture are
expressly set forth in Article Ten of the Senior Subordinated Notes Indenture,
and reference is hereby made to the Senior Subordinated Notes Indenture for the
precise terms and limitations of this Guarantee. Each Holder of the Note to
which this Guarantee is endorsed, by accepting such Note, agrees to and shall be
bound by such provisions.
Each Guarantee will be limited to an amount not to exceed the maximum
amount that can be guaranteed by such Guarantor after giving effect to all of
its other contingent and fixed liabilities without rendering such Guarantee, as
it relates to such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.
[SIGNATURES ON FOLLOWING PAGES]
IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to
be signed by a duly authorized officer as of this 1st day of September 2004.
DONTECH HOLDINGS, LLC
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX PUBLISHING &
ADVERTISING OF ILLINOIS HOLDINGS, LLC
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Vice President
DONTECH II PARTNERSHIP
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Vice President
X.X. XXXXXXXXX PUBLISHING &
ADVERTISING OF ILLINOIS
PARTNERSHIP
By: X.X. Xxxxxxxxx Publishing & Advertising of
Illinois Holdings, LLC,
Its Managing Partner
By: /s/ XXXXXX X. XXXX
------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
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