Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (the “
Second Supplemental Indenture ”), dated as of
September 18, 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 ”) and has heretofore executed and
delivered to the Trustee a Supplemental Indenture, dated as of
August 19, 2008 (the “ First Supplemental
Indenture ”; the Original Indenture and the First
Supplemental Indenture, together, the “ Indenture
”).
WHEREAS, the First Supplemental Indenture
modified the Original Indenture and added certain covenants and
other provisions for the benefit of the Holders;
WHEREAS, the Company desires to add certain
covenants and further modify the Indenture for the benefit of the
Holders;
WHEREAS, pursuant to Section 8.1 of the
Indenture, the Trustee is authorized to execute and deliver this
Second Supplemental Indenture; and
WHEREAS, all things necessary for the execution
of this Second Supplemental Indenture, and to make this Second
Supplemental Indenture a valid supplement to the 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
Indenture.
2. Amendment to Section 1.1 of the
Indenture .
Section 1.1 of the Indenture shall be amended to include the
following definitions:
“Additional Shares” has the meaning
specified in Section 12.8.
“Effective Date” means the date on
which the Make-whole Fundamental Change occurs or becomes
effective.
“Make-whole Fundamental Change” has
the meaning specified in Section 12.8.
“Stock Price” means, with respect to
a Make-whole Fundamental Change, either: (i) the cash amount
paid per share of Common Stock if holders of Common Stock receive
only cash in such Make-whole Fundamental Change or, if holders of
Common Stock do not receive only cash in such Make-whole
Fundamental Change, (ii) the average of the Sale Prices of the
Common Stock over the ten consecutive Trading Day period ending on
the Trading Day immediately preceding the Effective Date of such
Make-whole Fundamental Change.
3. Amendment to Section 2.2 of the
Indenture . The following
amendments shall be made to the form of Security set forth in
Section 2.2 of the Indenture:
3.1
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 6.00% 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.”
3.2
The third paragraph on the reverse of the form of Security on page
25 of the Original Indenture shall be amended by replacing the
first sentence thereof with the following:
“The initial Conversion Rate is 54.1126
shares of Common Stock per $1,000 principal amount. For the period
from October 1, 2008 until October 1, 2010, the
Conversion Rate shall be 62.5 shares of Common Stock per $1,000
principal amount. After such period, the Conversion Rate shall be
54.1126 shares of Common Stock per $1,000 principal amount.
Notwithstanding anything to the contrary contained herein, the
Conversion Rate shall, at all times, be subject to adjustment in
connection with certain events described in the Indenture.
”
The
amendments to the form of Security made hereby shall not impair the
validity of Outstanding Securities the forms of which do not
conform to such amendment.
4. Amendment to Section 3.1 of the
Indenture .
Section 3.1 of the Indenture shall be amended by replacing the
second sentence of the second paragraph thereof with the
following:
“Their Stated Maturity
shall be October 1, 2033 and they shall bear interest on their
principal amount from September 24, 2003, payable
semi-annually in arrears on April 1 and October 1 in each year,
commencing April 1, 2004, at the rate of 5.00% per annum until
October 1, 2008, at the rate of 6.00% 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
thereof is due, and at the rate per annum then in effect on any
overdue principal and, to the extent permitted by law, on any
overdue interest; provided, however, that payments shall only be
made on a Business Day as provided in
Section 1.12.”
5. Amendment to Section 12.2 of the
Indenture .
Section 12.2 of the Indenture shall be amended by replacing
the first and second sentences thereof with the
following:
“The number of shares of
Common Stock issuable upon conversion of a Security (the
“Conversion Rate”) shall initially be 54.1126 shares of
Common Stock per $1,000 principal amount of Securities. For the
period from October 1, 2008 until October 1, 2010, the
Conversion Rate shall be 62.5 shares of Common Stock per $1,000
principal amount of Securities. After such period, the Conversion
Rate shall be 54.1126 shares of Common Stock per $1,000 principal
amount. Notwithstanding anything to the contrary contained herein,
the Conversion Rate shall, at all times, be subject to adjustment
in connection with certain
