Eighth Supplemental Indenture among Von Hoffmann Press, Inc., Custom Printing Company, and Marine Midland Bank (Trustee)

Summary

This agreement, dated October 29, 1998, is a supplemental indenture among Von Hoffmann Press, Inc., Custom Printing Company, and Marine Midland Bank as trustee. It amends a previous indenture related to $100 million in senior subordinated notes due 2007. The agreement reflects the merger of Custom Printing Company (Missouri) into Custom Printing Company (Delaware), with the Delaware entity assuming the guarantee obligations under the notes. The trustee is authorized to execute this amendment, ensuring the new entity continues to guarantee the company's obligations.

EX-4.23 19 a2083809zex-4_23.txt EXHIBIT 4.23 EXHIBIT 4.23 EIGHTH SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 29, 1998, among Von Hoffmann Press, Inc., a Delaware corporation (the "Company"), Custom Printing Company, a Delaware corporation, and Marine Midland Bank, as trustee under the indenture referred to below (the "Trustee"). Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Indenture (as defined below). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of May 22, 1997, providing for the issuance of an aggregate principal amount of $100,000,000 of 10 3/8% Senior Subordinated Notes due 2007 (the "Notes"); WHEREAS, Custom Printing Company, a Missouri Corporation ("CP Missouri"), executed and delivered to the Trustee a Supplemental Indenture, dated as of July 15, 1998, pursuant to which CP Missouri became a Guarantor under the Indenture; WHEREAS, on October 29, 1998, CP Missouri merged with and into Custom Printing Company, a Delaware corporation and, prior to such merger, a wholly-owned subsidiary of CP Missouri ("CP Delaware"), with CP Delaware as the surviving corporation of such merger; WHEREAS, Article 11 of the Indenture provides that under certain circumstances the Company may or must cause certain of its subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such subsidiaries shall unconditionally guarantee all of the Company's Obligations under the Notes pursuant to a Notes Guarantee on the terms and conditions set forth herein; and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, CP Delaware, and IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: October 29, 1998 VON HOFFMANN PRESS, INC. By: /s/ Robert A. Uhlenhop ---------------------------------------- Robert A. Uhlenhop President and Chief Executive Officer Dated: October 29, 1998 CUSTOM PRINTING COMPANY By: /s/ Robert A. Uhlenhop ---------------------------------------- Robert A. Uhlenhop Chief Executive Officer Dated: November 6, 1998 MARINE MIDLAND BANK, as Trustee By: /s/ Marcia Markowski ---------------------------------------- Name: Marcia Markowski Title: Assistant Vice President 3