EXHIBIT 4.11
EXECUTION COPY
===============================================================================
-------------------------------------
CENVEO CORPORATION
(as successor to Cadmus Communications Corporation)
the SUBSIDIARY GUARANTORS named in Schedule I hereto
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
-------------------------------------
THIRD SUPPLEMENTAL INDENTURE
Supplementing the Indenture of
June 15, 2004
and
AMENDMENT TO
SUBSIDIARY GUARANTEE
-------------------------------------
Dated as of March 7, 2007
8 3/8% SENIOR SUBORDINATED NOTES DUE 2014
===============================================================================
THIS THIRD SUPPLEMENTAL INDENTURE AND AMENDMENT TO SUBSIDIARY
GUARANTEE, dated as of March 7, 2007 (this "SUPPLEMENTAL INDENTURE"), is among
Cenveo Corporation, a Delaware corporation f/k/a Mail-Well I Corporation (as
successor to Cadmus Communications Corporation, a Virginia corporation) (the
"COMPANY"), the Subsidiary Guarantors (as defined herein) listed on Schedule I
hereto (each a "SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY
GUARANTORS"), and U.S. Bank National Association (successor trustee to
Wachovia Bank, National Association), as trustee (the "TRUSTEE").
WHEREAS, in connection with the issuance by Cadmus Communications
Corporation ("CADMUS") of its 8 3/8% Senior Subordinated Notes due 2014 (the
"NOTES"), in the aggregate principal amount of $125,000,000, Cadmus, certain
Subsidiary Guarantors and the Trustee entered into an indenture dated as of
June 15, 2004 (as supplemented by the First Supplemental Indenture dated as of
March 1, 2005 and the Second Supplemental Indenture dated as of May 19, 2006,
the "INDENTURE"; capitalized terms used and not otherwise defined herein shall
have the meaning set forth in the Indenture); and
WHEREAS, Section 9.01(6) of the Indenture provides that the Company,
the Subsidiary Guarantors and the Trustee may amend or supplement the
Indenture and the Notes without the consent of any holder of any outstanding
Notes to comply with Sections 4.19(A) and 4.19(C) of the Indenture; and
WHEREAS, pursuant to Section 4.19(A) of the Indenture, the Company
will not permit any of its Restricted Subsidiaries, directly or indirectly, to
Guarantee or pledge any assets to secure the payment of any other Indebtedness
of the Company, unless such Restricted Subsidiary is a Subsidiary Guarantor or
simultaneously executes and delivers a supplemental indenture providing for
the Guarantee of the payment of the Notes by such Restricted Subsidiary, which
Subsidiary Guarantee shall be senior to or pari passu with such Subsidiary's
Guarantee of or pledge to secure such other Indebtedness unless such other
Indebtedness is Senior Debt, in which case the Subsidiary Guarantee of the
Notes may be subordinated to the Guarantee of such Senior Debt to the same
extent as the Notes are subordinated to such Senior Debt; and
WHEREAS, Section 5.01(1)(b) of the Indenture provides that the
Company shall not directly or indirectly consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation)
unless the Person formed by or surviving any such consolidation or merger (if
other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made (i) is a corporation
organized or existing under the laws of the United States, any state thereof
or the District of Columbia, and (ii) assumes all the obligations of the
Company under the Notes, the Indenture and the Registration Rights Agreement
pursuant to agreements reasonably satisfactory to the Trustee; and
WHEREAS, on the date hereof, Cadmus has merged into the Company, with
the Company being the surviving corporation; and
WHEREAS, the Company has agreed to assume all the obligations of
Cadmus under the Notes, the Indenture and the Registration Rights Agreement
pursuant this Supplemental Indenture; and
WHEREAS, Section 5.01(4) of the Indenture provides that each
Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with
which the Company has entered into a transaction under Section 5.01 of the
Indenture, shall have by amendment to its Subsidiary Guarantee confirmed that
its Subsidiary Guarantee shall apply to the obligations of the Company or the
Surviving Person in accordance with the Notes and the Indenture; and
WHEREAS, the form of such amendment to each Subsidiary Guarantee is
attached hereto as Exhibit A (the "AMENDED SUBSIDIARY GUARANTEE"); and
WHEREAS, the Company and each Subsidiary Guarantor has authorized the
execution and delivery of this Supplemental Indenture, as applicable; and
WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement of the Company, the Subsidiary 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 4.19(A), Section
5.01 and Article Nine of the Indenture, the Company agrees with the Subsidiary
Guarantors and the Trustee as follows:
ARTICLE 1.
JOINDER AND ASSUMPTION TO THE INDENTURE
SECTION 1.01. ADDITION OF SUBSIDIARY GUARANTORS
Effective as of the Operative Date (as hereinafter defined), in
accordance with the terms of the Indenture, each of Cenveo Commercial Ohio,
LLC, Cenveo Government Printing, Inc., Cenveo Services, LLC, Cenveo Resale
Ohio, LLC, Discount Labels, LLC, MMTP Holdings, Inc., Cenveo Omemee LLC,
Colorhouse China, Inc., RX JV Holding, Inc., CRX JV, LLC, CRX Holding, Inc.,
Rx Technology Corp., PC Ink Corp., Printegra Corporation, Cadmus Financial
Distribution, Inc., Cadmus Technology Solutions, Inc., Garamond/Pridemark
Press, Inc., Cadmus Delaware, Inc., Cadmus UK, Inc., Expert Graphics, Inc.,
American Graphics, Inc., Cadmus Direct Marketing, Inc., Cadmus Interactive,
Inc., Cadmus Marketing, Inc., Cadmus/▇'▇▇▇▇▇ Marketing, Inc., Old TSI, Inc.,
▇▇▇▇▇▇▇ Printers Inc. and VSUB Holding Company (each an "ADDITIONAL GUARANTOR"
and collectively the "ADDITIONAL GUARANTORS") hereby assume and agree to
perform all obligations and covenants of a Subsidiary Guarantor under the
Indenture, under the Amended Subsidiary Guarantee, to be executed by each
Additional Guarantor simultaneously herewith, and under the Registration
Rights Agreement, and agree that they hereby shall become Subsidiary
Guarantors under and for all purposes of the Indenture with all the rights and
obligations of a Subsidiary Guarantor thereunder.
The obligations of the Additional Guarantors to the Holders of the
Notes and to the Trustee pursuant to the Note Guarantee are expressly
subordinated to the extent set forth in Article 10 of the Indenture and
reference is hereby made to the Indenture for the precise terms of such
subordination.
SECTION 1.02 ASSUMPTION OF OBLIGATIONS BY CENVEO
Effective as of the Operative Date (as hereinafter defined) and in
accordance with the terms of the Indenture, the Company hereby assumes all the
obligations of Cadmus under the Notes, the Indenture and the Registration
Rights Agreement.
ARTICLE 2.
MISCELLANEOUS
SECTION 2.01. OPERATIVE DATE
This Supplemental Indenture is effective when executed (the
"OPERATIVE DATE").
SECTION 2.02. COUNTERPART ORIGINALS
The parties may sign any number of copies of this 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 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
Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date and year first written
above.
CENVEO CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
EACH ENTITY LISTED ON SCHEDULE I HERETO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION
(successor trustee to Wachovia Bank, National
Association), as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trust Officer
EXHIBIT A
GUARANTEE
For value received, each Subsidiary Guarantor (which term includes any
successor Person under the Indenture) hereby fully and unconditionally,
jointly and severally, guarantees on a senior subordinated basis (such
guarantee by each Subsidiary Guarantor being referred to herein as the
"SUBSIDIARY GUARANTEE") (i) the due and punctual payment of the principal of
and interest on the Notes, whether at maturity, by acceleration or otherwise,
the due and punctual payment of interest on the overdue principal and
interest, if any, on the Notes, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms set forth in Articles Eleven and
Twelve of the Indenture (as defined below) and (ii) in case of any extension
of time of payment or renewal of any Notes or any such other obligations, that
the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. This Guarantee will become effective in accordance
with Article Eleven of the Indenture and its terms shall be evidenced therein.
The validity and enforceability of any Guarantee shall not be affected by the
fact that it is not affixed to any particular Note.
The obligations of each Subsidiary Guarantor to the Holders and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth,
and are expressly subordinated and subject in right of payment to the prior
payment in full of all Senior Debt of such Subsidiary Guarantor, to the extent
and in the manner provided, in Article Twelve of the Indenture, and reference
is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee therein made.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture, dated as of June 15, 2004 (as supplemented
by the First Supplemental Indenture dated as of March 1, 2005, the Second
Supplemental Indenture dated as of May 19, 2006 and the Third Supplemental
Indenture and Amendment to Subsidiary Guarantee dated as of March 7, 2007, the
"INDENTURE"), among Cenveo Corporation, a Delaware corporation (as successor
to Cadmus Communications Corporation, a Virginia corporation), as issuer (the
"COMPANY"), each of the Subsidiary Guarantors named therein and U.S. Bank
National Association (successor trustee to Wachovia Bank, National
Association), as trustee (the "TRUSTEE").
THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE UNDERSIGNED SUBSIDIARY
GUARANTORS HEREBY AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS SUBSIDIARY GUARANTEE.
This Subsidiary Guarantee is subject to release upon the terms set forth
in the Indenture and subordination as set forth in Article Twelve thereof.
IN WITNESS THEREOF, each of the undersigned Subsidiary Guarantors has
caused this Subsidiary Guarantee to be signed manually or by facsimile by its
duly authorized officer.
EACH ENTITY LISTED ON SCHEDULE I HERETO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
SCHEDULE I
SCHEDULE OF SUBSIDIARY GUARANTORS
---------------------------------
DISCOUNT LABELS, LLC
CENVEO GOVERNMENT PRINTING, INC.
CENVEO SERVICES, LLC
CENVEO COMMERCIAL OHIO, LLC
CENVEO RESALE OHIO, LLC
CENVEO OMEMEE LLC
COLORHOUSE CHINA, INC.
MMTP HOLDINGS, INC.
CRX JV, LLC
CRX HOLDING, INC.
RX TECHNOLOGY CORP.
RX JV HOLDING, INC.
PC INK CORP.
PRINTEGRA CORPORATION
CADMUS PRINTING GROUP, INC.
▇▇▇▇▇▇▇▇ 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 GOVERNMENT PUBLICATION SERVICES, INC.
CADMUS MARKETING GROUP, INC.
AMERICAN GRAPHICS, INC.
CADMUS DIRECT MARKETING, INC.
CADMUS INTERACTIVE, INC.
CADMUS MARKETING, INC.
CADMUS/▇'▇▇▇▇▇ MARKETING, INC.
OLD TSI, INC.
CADMUS INVESTMENTS, LLC
PORT CITY PRESS, INC.
SCIENCE CRAFTSMAN INCORPORATED
CADMUS INTERNATIONAL HOLDINGS, INC.
CDMS MANAGEMENT, LLC
▇▇▇▇▇▇▇ PRINTERS INC.
VSUB HOLDING COMPANY