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FIRST SUPPLEMENTAL INDENTURE

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Title: FIRST SUPPLEMENTAL INDENTURE
Governing Law: New York     Date: 8/21/2008
Industry: Printing Services     Sector: Services

FIRST SUPPLEMENTAL INDENTURE, Parties: bowne & co  inc
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FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”), dated as of August 19, 2008, between Bowne & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), and The Bank of New York Mellon, a New York banking corporation (formerly known as The Bank of New York, a New York banking corporation), as Trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 24, 2003 (the “ Original Indenture ”), providing for the issuance of 5.00% Convertible Subordinated Debentures due October 1, 2033 (the “ Securities ”);

WHEREAS, the Company desires to supplement the Original Indenture to add certain covenants and other provisions for the benefit of the Holders;

WHEREAS, pursuant to Section 8.1 of the Original Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary for the execution of this Supplemental Indenture, and to make this Supplemental Indenture a valid supplement to the Original Indenture according to its terms and a valid and binding agreement of the Company, have been done.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Original Indenture.

2. Amendment to Section 2.2 of the Original Indenture . The following amendments shall be made to the form of Security set forth in Section 2.2 of the Original Indenture:

2.1 The first paragraph on the face of the form of Security on page 23 of the Original Indenture shall be amended by replacing the first sentence thereof with the following:

“Bowne & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to       , or registered assigns, the principal sum of       United States Dollars (U.S. $       ) [if this Security is a Global Security, then insert: (which principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed $90,000,000) by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture)] on October 1, 2033 and to pay interest thereon, from September 24, 2003, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on April 1 and October 1 in each year (each, an “Interest Payment Date”), commencing April 1, 2004, at the rate of 5.00% per annum, until October 1, 2008, at the rate of 5.50% per annum from October 1, 2008 until October 1, 2010, and at the rate of 5.00% per annum from October 1, 2010 until the principal hereof is due, and at the rate per annum then in effect on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest and Additional Interest, if any.”

2.2 The fifth paragraph on the reverse of the form of Security on page 25 of the Original Indenture shall be amended by deleting the paragraph in its entirety and replacing it with the following paragraph:

“The Securities are subject to redemption by the Company, in whole or in part, at any time on or after October 1, 2010, upon notice as set forth in Section 11.5 of the Indenture, at a redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus all accrued and unpaid interest and Additional Interest, if any, to but excluding the Redemption Date.”

2.3 The seventh paragraph on the reverse of the form of Security on page 26 of the Original Indenture shall be amended by deleting the paragraph in its entirety and replacing it with the following paragraph:

“Subject to the terms and conditions of the Indenture, the Company shall be obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder on October 1, 2008, October 1, 2010, October 1, 2013, October 1, 2018, October 1, 2023, and October 1, 2028, at a repurchase price equal to 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest and Additional Interest, if any, to, but not including, such Repurchase Date. The Repurchase Price for repurchases on October 1, 2008 and October 1, 2010 will be paid in cash only. The Repurchase Price for repurcha


 
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