EX-4.4 7 y90023exv4w4.txt SECOND SUPPLEMENTAL INDENTURE 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