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