Exhibit 4.1



 






Exhibit 4.1




Day International Group, Inc.




Day International, Inc.




To




The Bank of New York




Trustee




___________________________________




SUPPLEMENTAL INDENTURE




Dated as of December 2, 2005




9 1/2% Senior Subordinated Notes due 2008




 









 





     SUPPLEMENTAL INDENTURE dated as of December 2, 2005 (this “Supplemental Indenture”), by and
between Day International Group, Inc., a corporation duly organized and existing under the laws of
the state of Delaware (the “Company”), Day International, Inc., a corporation duly organized and
existing under the laws of the state of Delaware (“Day”), and The Bank of New York, a New York
banking corporation, as trustee (the “Trustee”).



RECITALS




     WHEREAS, the Company, Day and the Trustee are parties to that certain Indenture dated as of
March 18, 1998 (the “Original Indenture”), providing for the issuance of $115,000,000 aggregate
principal amount of 91/2% Senior Subordinated Notes Due 2008 (CUSIP No. 239536AG0) of the Company
(the “Notes”);



     WHEREAS, pursuant to Section 9.2 of the Original Indenture, the Company, Day and the Trustee
are entering into this Supplemental Indenture to effect the amendments provided for in the Proposed
Amendments (as defined below);



     WHEREAS, the Board of Directors of the Company has authorized the Company to approve the
amendments to the Original Indenture set forth in Article 2 hereof (the “Proposed Amendments”);



     WHEREAS, pursuant to its offer to purchase and consent solicitation statement dated October
25, 2005 (the “Offer to Purchase”), the Company commenced a tender offer (the “Tender Offer”) for
any and all of the outstanding Notes issued under the Original Indenture and solicited the consents
(the “Consent Solicitation” and, together with the Tender Offer, the “Offer”) of the Holders to the
Proposed Amendments;



     WHEREAS, Holders of not less than a majority in principal amount of the outstanding Notes have
duly consented to the Proposed Amendments;



     WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to
the Trustee an Opinion of Counsel in compliance with and to the effect set forth in Section 9.6 of
the Original Indenture with respect to this Supplemental Indenture;



     WHEREAS, Section 9.4 of the Original Indenture provides, for purposes of the rights and
obligations of the parties thereto and the Holders under the Original Indenture, that the Holders
of the Notes shall be bound, except as otherwise herein, by this Supplemental Indenture once this
Supplemental Indenture becomes effective; and



     WHEREAS, all acts and things prescribed by the Original Indenture, by law and by the charter
and the bylaws (or comparable constituent documents) of the Company necessary to make this
Supplemental Indenture a valid instrument legally binding on the Company, in accordance with its
terms, have been duly done and performed.



 









 





     NOW, THEREFORE, to comply with the provisions of the Original Indenture and in consideration
of the above premises, each of the Company, Day and Trustee covenant and agree as follows:



Article 1




Supplement And Effectiveness




     Section 1.01. Supplement. This Supplemental Indenture relates to and only affects the Notes,
is supplemental to the Original Indenture and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Original Indenture for any and all purposes, and
every holder of Notes heretofore or hereafter authenticated and delivered under the Original
Indenture shall be bound hereby.



     Section 1.02. Effectiveness. This Supplemental Indenture is effective immediately upon its
execution and delivery by each of the Company, Day and the Trustee; provided, however, that the
provisions of Article 2 of this Supplemental Indenture shall not become operative with respect to
the Notes unless and until the Company (or its successor) accepts for payment the validly tendered
Notes pursuant to the Offer in accordance with the terms and conditions of the Offer to Purchase,
and if the Company (or its successor) does not accept for payment the validly tendered Notes
pursuant to the Offer in accordance with the terms and conditions of the Offer to Purchase, then
this Supplemental Indenture shall automatically become null and void ab initio. If the Offer is
terminated or withdrawn prior to acceptance of the Notes, this Supplemental Indenture shall
automatically become null and void ab initio.



Article 2




Amendments




     Section 2.01. Deletion of Certain Covenants of the Original Indenture. With respect to the
Notes, (i) each of the following sections of the Original Indenture hereby is deleted and ceases to
be in effect: Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.7,
Section 4.8, Section 4.9, Section 4.11, Section 4.12, Section 4.13, Section 4.14 and Section 5.1
(collectively, the “Indenture Designated Provisions”).



     Section 2.02. Deletion of Certain Definitions. With respect to the Notes, notwithstanding any
provisions in the Original Indenture to the contrary, the definition in the Original Indenture of
each capitalized term that occurs only within the Indenture Designated Provisions as in effect
prior to the execution of this Supplemental Indenture shall be of no further force or effect.



Article 3




General Provisions




     Section 3.01. Ratification of Original Indenture; Supplemental Indenture Part of Original
Indenture. Except as expressly amended hereby, the Original Indenture is in all



 









 




respects ratified and confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect. This Supplemental Indenture shall form a part of the Original
Indenture for all purposes, and every holder of Notes heretofore authenticated and delivered shall
be bound hereby.




     Section 3.02. Original Indenture Remains in Full Force and Effect. This Supplemental
Indenture is executed and accepted by the Company, Day and the Trustee subject to all terms and
conditions set forth in the Original Indenture with the same force and effect as if those terms and
conditions were repeated at length herein and made applicable to the Company, Day and the Trustee
with respect hereto.



     Section 3.03. Trustee Not Responsible for Recitals. The recitals contained herein shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture, except that the Trustee represents and warrants that it has duly
authorized, executed and delivered this Supplemental Indenture.



     Section 3.04. Governing Law. This Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to applicable principles
of conflicts of law to the extent that the application of the law of another jurisdiction would be
required thereby.



     Section 3.05. Definitions. Capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Original Indenture.



     Section 3.06. Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts together shall constitute one and the same instrument.



     Section 3.07. Separability Clause. In case any provision in this 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.



     Section 3.08. Effect of Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	 	DAY INTERNATIONAL GROUP, INC.

 	 
	 	By:  	  /s/ Thomas J. Koenig
 	 
	 	 	Name:  	Thomas J. Koenig 	 
	 	 	Title:  	Vice President and CFO 	 
	 
	 	DAY INTERNATIONAL, INC.

 	 
	 	By:  	  /s/ Thomas J. Koenig
 	 
	 	 	Name:  	Thomas J. Koenig 	 
	 	 	Title:  	Vice President and CFO 	 
	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	  /s/ Jeremy Finkelstein
 	 
	 	 	Name:  	Jeremy Finkelstein 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page for Supplemental Indenture]