Exhibit 4.4
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture"), dated as of September 18, 2003, is made by and among the Guarantors
listed on Schedule I hereto (the "Guarantors"), Moore North America Finance,
Inc. (the "Issuer"), a corporation organized under the laws of the State of
Delaware, and Bank One, N.A., as trustee under the Indenture referred to below
(the "Trustee").
W I T N E S S E T H :
WHEREAS, the Issuer has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of March 14, 2003, providing for the issuance of the
Issuer's 7-7/8% Senior Notes due 2011 (the "Notes");
WHEREAS, pursuant to Section 10.01 of the Indenture, the Issuer and
the Guarantors have heretofore executed and delivered to the Trustee a
supplemental indenture (the "First Supplemental Indenture"), dated as of May 15,
2003, pursuant to which the Guarantors agreed to guarantee the Issuer's
obligations under the Notes on the terms and subject to the conditions set forth
in Article 10 of the Indenture and to be bound by all other applicable
provisions of the Indenture;
WHEREAS, pursuant to Section 10.02 of the Indenture, to evidence the
Guarantee set forth in Section 10.01 of the Indenture, the Guarantors have
heretofore executed and delivered to the Trustee a Guaranty (the "Guaranty"),
dated as of May 15, 2003;
WHEREAS, in accordance with Section 8.01 of the Indenture, the
Issuer and the Guarantors desire to amend the Guaranty; and
WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee and
the Issuer are authorized to execute and deliver this Second Supplemental
Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Noteholders as follows:
1. Definitions. (a) Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Second Supplemental Indenture, except
as otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Second Supplemental Indenture refer to this Second Supplemental Indenture as a
whole and not to any particular section hereof.
2. Amendment of the Guaranty. The Guaranty is replaced and amended
in its entirety to read as does Exhibit A hereto.
3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, each of the Indenture and the
First Supplemental Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect. This Second Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Noteholder heretofore or hereafter authenticated and
delivered shall be bound hereby.
4. Severability. In case any provision in this Second Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. EACH OF
THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECOND SUPPLEMENTAL INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE,
OR THE NOTES OR THE GUARANTEES.
6. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Second Supplemental
Indenture.
7. Counterparts. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.
MOORE NORTH AMERICA FINANCE, INC.
By: /s/ Theodore J. Theophilos
------------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
BANK ONE, N.A.,
as Trustee
By: /s/ Leonard Gnat
------------------------------------------
Name: Leonard Gnat
Title: Trust Officer
Schedule I
GUARANTORS
Moore Wallace Incorporated
MH Holdings Limited
Moore Holdings U.S.A. Inc.
Moore Wallace North America, Inc.
Moore Financial Inc.
The Nielsen Company
Litho Industries, Inc.
FRDK Inc.
G2.com Inc.
Peak Technologies, Inc.
Wallace Technical Services, LLC
Wallace Heritage, LLC
Visible Computer Supply Corporation
Wallace Financial Services, LLC
Thomas Packaging, Corp.
Wallace Integrated Graphics, Inc.
State Printing Company, Inc.
Commercial Press, Incorporated
Bruce Offset, Inc.
W. E. Andrews Co. Inc.
Metro Printing Incorporated
Carpenter Reserve Printing Company
Harvey Press, Inc.
Presstar Printing Corporation
The Stein Printing Company, Inc.
Moore Brasil Ltda
Moore International Hungary Financial Services Limited Liability Company
Moore Group Services B.V.B.A.
Moore Business Forms Holdings UK Limited
Moore Business Forms Limited
Moore Response Marketing Limited
Moore International B.V.
Moore Response Marketing B.V.
Moore IMS B.V.
Moore Belgium N.V.
Moore Response Marketing N.V.
MOORE WALLACE INCORPORATED
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: EVP - Business & Legal
Affairs and Secretary
MH HOLDINGS LIMITED
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
MOORE HOLDINGS U.S.A. INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
MOORE WALLACE NORTH AMERICA, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
MOORE FINANCIAL INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
THE NIELSEN COMPANY
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
LITHO INDUSTRIES, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
FRDK INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
G2.COM INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
PEAK TECHNOLOGIES, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
WALLACE TECHNICAL SERVICES, L.L.C.
By: Moore Wallace North America, Inc., its
sole member
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: EVP - Business & Legal
Affairs and Secretary
WALLACE HERITAGE, L.L.C.
By: Moore Wallace North America, Inc., its
sole member
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: EVP - Business & Legal
Affairs and Secretary
VISIBLE COMPUTER SUPPLY CORPORATION
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
WALLACE FINANCIAL SERVICES, L.L.C.
By: Moore Wallace North America, Inc., its
sole member
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: EVP - Business & Legal
Affairs and Secretary
THOMAS PACKAGING, CORP.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
WALLACE INTEGRATED GRAPHICS, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
STATE PRINTING COMPANY, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
COMMERCIAL PRESS, INCORPORATED
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
BRUCE OFFSET, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
W. E. ANDREWS CO. INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
METRO PRINTING INCORPORATED
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
CARPENTER RESERVE PRINTING COMPANY
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
HARVEY PRESS, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
PRESSTAR PRINTING CORPORATION
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
THE STEIN PRINTING COMPANY, INC.
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
MOORE BRASIL LTDA
By: /s/ Gastao Luis Raposo de Magalhaes
----------------------------------------
Name: Gastao Luis Raposo de Magalhaes
Title: Director
MOORE INTERNATIONAL HUNGARY FINANCIAL
SERVICES LIMITED LIABILITY COMPANY
By: /s/ Laszlo Matyas
----------------------------------------
Name: Laszlo Matyas
Title: Managing Director
By: Gyorgy Herczku
----------------------------------------
Name: Gyorgy Herczku
Title: Managing Director
MOORE GROUP SERVICES BVBA
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Authorized Officer
MOORE BUSINESS FORMS HOLDINGS UK LIMITED
By: /s/ Martyn Dadds
----------------------------------------
Name: Martyn Dadds
Title: Director
MOORE BUSINESS FORMS LIMITED
By: /s/ Martyn Dadds
----------------------------------------
Name: Martyn Dadds
Title: Director
MOORE RESPONSE MARKETING LIMITED
By: /s/ Martyn Dadds
----------------------------------------
Name: Martyn Dadds
Title: Director
MOORE INTERNATIONAL BV
By: /s/ J.V.E. Laurie
----------------------------------------
Name: J.V.E. Laurie
Title: Managing Director
By: /s/ H.P.F. Von Aesch
----------------------------------------
Name: H.P.F. Von Aesch
Title: Managing Director
MOORE RESPONSE MARKETING BV
By: /s/ I.E.A. Schalley
----------------------------------------
Name: I.E.A. Schalley
Title: Managing Director
MOORE IMS B.V.
By: /s/ I.E.A. Schalley
----------------------------------------
Name: I.E.A. Schalley
Title: Managing Director
MOORE BELGIUM NV
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Authorized Officer
MOORE RESPONSE MARKETING NV
By: /s/ Theodore J. Theophilos
----------------------------------------
Name: Theodore J. Theophilos
Title: Authorized Officer