EXHIBIT 4.1(a)
PERRY-JUDD'S INCORPORATED, as Issuer
Subsidiaries of Issuer, as Subsidiary Guarantors
AND
U.S. TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
______________________________________
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 10, 1998
TO
INDENTURE
DATED AS OF DECEMBER 16, 1997
AMONG
PERRY-JUDD'S INCORPORATED, as Issuer
each of the Subsidiary Guarantors named therein
and
U.S. TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
____________________________________________
FIRST SUPPLEMENTAL INDENTURE, dated as of June 10, 1998, between
PERRY-JUDD'S INCORPORATED, a Delaware corporation (the "Company"), as issuer,
PERRY GRAPHIC COMMUNICATIONS, INC., a Delaware corporation, JUDD'S,
INCORPORATED, a Maryland corporation, SHENANDOAH VALLEY PRESS, INC., a
Virginia corporation, PORT CITY PRESS, INC., a Maryland corporation, MOUNT
JACKSON PRESS, INC., a Virginia corporation and JUDD & DETWEILER, INC., a
District of Columbia corporation, as Subsidiary Guarantors, JUDD'S ONLINE,
INC., a Delaware corporation, as guarantor, (the "Additional Subsidiary
Guarantor") and U.S. TRUST COMPANY OF CALIFORNIA, N.A., as trustee (the
"Trustee").
WHEREAS, the Company and the Subsidiary Guarantors have duly
executed and delivered to Trustee an Indenture, dated as of December 16, 1997
(the "Indenture") providing for the issuance of up to Two Hundred Million
Dollars ($200,000,000) aggregate principal amount of the Company's 10-5/8%
Senior Subordinated Notes due 2007 (the "Notes") which are unconditionally
guaranteed by the Subsidiary Guarantors.
WHEREAS, the Additional Subsidiary Guarantor is a wholly-owned
subsidiary of the Company formed after the date of the Indenture, and
pursuant to SECTION 4.19 of the Indenture is required to unconditionally
guarantee all of the Company's obligations under the Notes and the Indenture
on the terms set forth in the Indenture as a Subsidiary Guarantor thereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, each party hereto agrees as follows for the
benefit of the other parties to this Supplemental Indenture and the
Indenture, and for the equal and ratable benefit of the Holders of the
Company's Notes:
1. The Additional Subsidiary Guarantor hereby agrees to
unconditionally guarantee the obligations of the Company under the Notes and
the Indenture on the terms set forth in the Indenture to the same extent as
if it had been an original signatory of the Indenture as a Subsidiary
Guarantor, and hereby assumes all obligations of a Subsidiary Guarantor under
the Indenture, including without limitation all obligations under Articles 11
and 12 thereof.
2. The Additional Subsidiary Guarantor hereby agrees to execute
and deliver to the Trustee a Guarantee, substantially in the form of EXHIBIT
A hereto (the "Guarantee").
3. The Company, the Subsidiary Guarantors, the Additional
Subsidiary Guarantor and the Trustee hereby acknowledge and agree that upon
execution of this First Supplemental Indenture by all parties hereto, the
Additional Subsidiary Guarantor shall be deemed a Subsidiary Guarantor under
the Indenture and shall have all the rights and obligations of a Subsidiary
Guarantor thereunder.
4. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the state of New York without giving
effect to applicable principals
of conflicts of laws to the extent that the application of the laws of
another jurisdiction would be required thereby. 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 First
Supplemental Indenture or the guarantee granted hereunder.
5. All agreements of each of the Company, each Subsidiary
Guarantor, the Additional Subsidiary Guarantor and the Trustee under this
First Supplemental Indenture shall bind their respective successors.
6. All parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of
them together shall represent the same agreement.
7. The Trustee shall not be responsible in any manner for the
validity or sufficiency of this First Supplemental Indenture or for the
recitals contained herein, all of which recitals are made solely by the
Company and the Additional Subsidiary, as the case may be.
8. All terms not otherwise defined herein and used in this First
Supplemental Indenture shall have the meanings assigned to them in the
Indenture.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
COMPANY: PERRY-JUDD'S INCORPORATED
By:
----------------------------
Thomas V. Bressan, Secretary
SUBSIDIARY GUARANTORS: JUDD'S, INCORPORATED
SHENANDOAH VALLEY PRESS, INC.
PORT CITY PRESS, INC.
MOUNT JACKSON PRESS, INC.
JUDD & DETWEILER, INC.
By:
----------------------------
Thomas V. Bressan, Secretary
ADDITIONAL
SUBSIDIARY GUARANTOR: JUDD'S ONLINE, INC.
By:
----------------------------
Thomas V. Bressan, Secretary
TRUSTEE: U.S. TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
EXHIBIT A
GUARANTEE
For value received, the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of
this Note the cash payments in United States dollars of principal of,
premium, if any, and interest on this Note (and including Additional Interest
payable thereon) in the amounts and at the times when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other obligations of the
Company under the Indenture (as defined below) or the Notes, to the Holder of
this Note and the Trustee, all in accordance with and subject to the terms
and limitations of this Note, Articles Eleven and Twelve of the Indenture and
this Guarantee. This guarantee will become effective in accordance with
Article Eleven of the Indenture and its terms shall be evidenced therein.
The validity and enforceability of any Guarantee shall not be affected by the
fact that it is not affixed to any particular Note.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of December 16, 1997,
among Perry-Judd's Incorporated, a Delaware corporation, as issuer (the
"Company"), each of the Subsidiary Guarantors named therein and U.S. Trust
Company of California, N.A. as trustee (the "Trustee"), as amended or
supplemented (the "Indenture").
The obligations of the undersigned to the Holders of Notes and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set
forth in Articles Eleven and Twelve of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Guarantee and all of the
other provisions of the Indenture to which this Guarantee relates.
THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES
OF CONFLICTS OF LAW. THE UNDERSIGNED SUBSIDIARY GUARANTOR HEREBY 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 GUARANTEE.
This Guarantee is subject to release upon the terms set forth in
the Indenture and subordination as set forth in Article Twelve hereof.
IN WITNESS WHEREOF, the undersigned has caused its Guarantee to be duly
executed as of the date set forth below.
Dated:
----------------
JUDD'S ONLINE, INC.,
as Subsidiary Guarantor
By:
----------------------------
Thomas V. Bressan, Secretary