Attached files
| file | filename |
|---|---|
| 10-Q - CENVEO, INC | cenveo10q.htm |
| EX-31.1 - CENVEO, INC | ex31p1.htm |
| EX-4.28 - CENVEO, INC | ex4p28.htm |
| EX-31.2 - CENVEO, INC | ex31p2.htm |
| EX-32.1 - CENVEO, INC | ex32p1.htm |
| EX-4.10 - CENVEO, INC | ex4p10.htm |
| EX-4.22 - CENVEO, INC | ex4p22.htm |
Exhibit 4.32
CENVEO CORPORATION,
as Issuer,
the GUARANTORS named herein
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Supplementing the Indenture of
February 5, 2010
Dated as of March 2, 2011
8⅞% Senior Second Lien Notes due 2018
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 2, 2011, is among Cenveo Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
WHEREAS, in connection with the issuance by the Company of its 8⅞% Senior Second Lien Notes due 2018 (the “Notes”), in the aggregate principal amount of $400,000,000, the Company, the Guarantors and the Trustee entered into an indenture dated as of February 5, 2010 (as supplemented by the First Supplemental Indenture dated as of December 21, 2010, the “Indenture”); and
WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes; and
WHEREAS, the Company has authorized the execution and delivery of this Second Supplemental Indenture; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee have been done.
NOW THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Section 4.14 and Article Nine of the Indenture, the Company agrees with the Guarantors and the Trustee as follows:
ARTICLE 1.
ADDITION OF GUARANTORS
|
SECTION 1.01.
|
ADDITIONAL GUARANTORS
|
Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, Envelope Product Group, LLC (the “Additional Guarantor”) hereby agrees (a) to become a Guarantor in respect of the Notes and the other obligations of the Company guaranteed by the Guarantors pursuant to Article 10 of the Indenture, with the same force and effect as if it were an original party to the Indenture in such capacity, (b) that each reference in the Indenture to a “Guarantor” shall also mean and be a reference to the Additional Guarantor, and (c) to be obligated and bound by all the terms, provisions and covenants under the Indenture (including, without limitation, Article 10 thereof) which are binding on a Guarantor.
ARTICLE 2.
MISCELLANEOUS
|
SECTION 2.01.
|
OPERATIVE DATE
|
This Second Supplemental Indenture is effective when executed (the “Operative Date”).
|
SECTION 2.02.
|
COUNTERPART ORIGINALS
|
The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall constitute the same agreement.
|
SECTION 2.03.
|
GOVERNING LAW
|
This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles.
|
SECTION 2.04.
|
TRUSTEE’S DISCLAIMER
|
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 representation as to the validity or sufficiency of this Second Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date and year first written above.
| CENVEO CORPORATION | ||
| By: /s/ Mark S. Hiltwein | ||
| Name: | Mark S. Hiltwein | |
| Title: | Chief Financial Officer | |
| EACH ENTITY LISTED ON SCHEDULE I HERETO | ||
| By: /s/ Mark S. Hiltwein | ||
| Name: | Mark S. Hiltwein | |
| Title: | Chief Financial Officer | |
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
|
||
| By: /s/ Raymond Delli Colli | ||
| Name: | Raymond Delli Colli | |
| Title: | Vice President | |
|
|
SCHEDULE I
|
|
Cenveo, Inc.
|
|
Cenveo Commercial Ohio, LLC
|
|
Cenveo Government Printing, Inc.
|
|
Cenveo Services LLC
|
|
Cenveo Resale Ohio, LLC
|
|
Discount Labels, LLC
|
|
Cenveo Omemee LLC
|
|
Colorhouse China, Inc.
|
|
CRX JV, LLC
|
|
CRX Holding, Inc.
|
|
Rx Technology Corp.
|
|
CNMW Investments, Inc.
|
|
RX JV Holding, Inc.
|
|
PC Ink Corp.
|
|
Printegra Corporation
|
|
Cadmus Printing Group, Inc.
|
|
Washburn Graphics, Inc.
|
|
Cadmus Journal Services, Inc.
|
|
Cadmus Financial Distribution, Inc.
|
|
Cadmus Technology Solutions, Inc.
|
|
Garamond/Pridemark Press, Inc.
|
|
Cadmus Delaware, Inc.
|
|
Cadmus UK, Inc.
|
|
Expert Graphics, Inc.
|
|
Cadmus Marketing Group, Inc.
|
|
Cadmus Direct Marketing, Inc.
|
|
Cadmus Interactive, Inc.
|
|
Cadmus Marketing, Inc.
|
|
Cadmus/O’Keefe Marketing Inc.
|
|
Old TSI, Inc.
|
|
Cadmus Investments, LLC
|
|
Port City Press, Inc.
|
|
Science Craftsman, Incorporated
|
|
Cadmus International Holdings, Inc.
|
|
CDMS Management, LLC
|
|
Vaughan Printers Incorporated
|
|
VSUB Holding Company
|
|
Cenveo CEM, LLC
|
|
Cenveo CEM, Inc.
|
|
Madison/Graham ColorGraphics, Inc.
|
|
Madison/Graham ColorGraphics Interstate Services, Inc.
|
|
Commercial Envelope Manufacturing Co. Inc.
|
|
Berlin & Jones Co., LLC
|
|
Heinrich Envelope, LLC
|
|
Rex 2010, LLC (formerly known as Rex Corporation)
|
|
136 Eastport Road, LLC
|
|
Lightning Labels, LLC
|
|
Nashua Corporation
|
|
Nashua International, Inc.
|
|
Cenveo Alberta Finance Limited Partnership
|
|
Cenveo McLaren Morris & Todd Company
|
|
CMS Gilbreth Packaging Systems, Inc.
|
|
Impaxx, Inc.
|
|
Envelope Product Group, LLC
|