EXHIBIT 4.4
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PEN-TAB INDUSTRIES,INC.
as Issuer,
10 7/8% SENIOR SUBORDINATED NOTES DUE 2007
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FIRST
SUPPLEMENTAL INDENTURE
Dated as of May 7, 1997
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UNITED STATES TRUST COMPANY OF NEW YORK
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Trustee
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FIRST SUPPLEMENTAL INDENTURE dated as of May 7, 1997 between Pen-Tab
Industries, Inc., a Delaware corporation (the "Company"), as issuer and United
States Trust Company of New York, as Trustee (the "Trustee"), to the INDENTURE,
dated as of February 1, 1997, between the Company and the Trustee (the
"Indenture") under which the Company's 10 7/8% Senior Subordinated Notes Due
2007 (the "Notes") are outstanding. Each capitalized term not otherwise defined
herein shall have the meaning assigned to it in the Indenture.
WHEREAS, the Company and the Trustee desire to correct a defect on page
A-4 of the Indenture;
WHEREAS, the execution and delivery of this First Supplemental Indenture
has been authorized by a resolution of the Board of Directors of the Company;
WHEREAS, concurrent with the execution hereof, the Company has delivered
an Officers' Certificate and has caused its special counsel, Kirkland & Ellis,
to deliver to the Trustee an Opinion of Counsel, each to the effect that this
First Supplemental Indenture complies with Article 10 and Section 10.01 of the
Indenture and that all conditions precedent provided for in the Indenture
relating to this First Supplemental Indenture have been complied with; and
WHEREAS, all conditions and requirements of the Indenture necessary to
make this First Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other and for the equal and ratable benefit of
the Holders of the Notes, as follows:
1. Section 5 of the form of Note on page A-4 of the Indenture is hereby
amended by deleting "104.625%" opposite the year 2003 in the table of optional
redemption prices and inserting in place thereof "103.625%."
2. In accordance with the terms of Article 10 and Section 10.05 of the
Indenture, the Trustee may require each Holder of Notes to deliver such Notes to
the Trustee and may place appropriate notations on such Notes reflecting the
amendment outlined in paragraph 1 above.
3. This First Supplemental Indenture may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed as of the day and year first above
written.
PEN-TAB INDUSTRIES, INC.
By: /s/ William Leary
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Its: Vice President, Chief Financial
and Administrative Officer
UNITEDS STATES TRUST COMPANY OF NEW YORK
as Trustee
By: /s/ Gerard F. Ganey
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Its: Senior Vice President
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