EXHIBIT 4.7
EXECUTION COPY
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CENVEO CORPORATION
(f/k/a MAIL-WELL I CORPORATION)
the GUARANTORS named in Schedule I hereto
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
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THIRD SUPPLEMENTAL INDENTURE
Supplementing the Indenture of
February 4, 2004
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Dated as of March 7, 2007
7 7/8% SENIOR SUBORDINATED NOTES DUE 2013
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THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 7, 2007, is
among Cenveo Corporation, a Delaware corporation (f/k/a Mail-Well I
Corporation) (the "COMPANY"), the Guarantors (as defined herein) listed on
Schedule I hereto (each a "GUARANTOR" and collectively the "GUARANTORS"), and
U.S. Bank National Association, as trustee (the "TRUSTEE").
WHEREAS, in connection with the issuance by the Company of its 7 7/8%
Senior Subordinated Notes due 2013 (the "NOTES"), in the aggregate principal
amount of $320,000,000, the Company and the Trustee entered into an indenture
dated as of February 4, 2004 (as supplemented by the First Supplemental
Indenture dated as of June 21, 2006 and the Second Supplemental Indenture
dated as of August 11, 2006, 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 Third Supplemental Indenture; and
WHEREAS, all things necessary to make this Third 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 4.15 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, each of RX JV Holding, Inc., PC
Ink Corp., Printegra Corporation, Cadmus Printing Group, Inc., Xxxxxxxx
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/X'Xxxxx Marketing, Inc., Old TSI, Inc., Cadmus
Investments, LLC, Port City Press, Inc., Science Craftsman Incorporated,
Cadmus International Holdings, Inc., CDMS Management, LLC, Xxxxxxx Printers
Inc. and VSUB Holding Company (each an "ADDITIONAL GUARANTOR" and collectively
the "ADDITIONAL GUARANTORS") 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 11 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 such Additional Guarantor, and (c) to be obligated and bound
by all the terms, provisions and covenants under the Indenture (including,
without limitation, Article 11 thereof) which are binding on a Guarantor.
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.
ARTICLE 2.
MISCELLANEOUS
SECTION 2.01. OPERATIVE DATE
This Third Supplemental Indenture is effective when executed (the
"OPERATIVE DATE").
SECTION 2.02. COUNTERPART ORIGINALS
The parties may sign any number of copies of this Third 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 Third 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
Third Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the date and year first
written above.
CENVEO CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer
EACH ENTITY LISTED ON SCHEDULE
I HERETO
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
SCHEDULE I
Cenveo, Inc.
Discount Labels, LLC
Cenveo Alberta Finance LP
Cenveo Government Printing, Inc.
Cenveo Services, LLC
XxXxxxx Xxxxxx & Xxxx Company
MM&T Packaging Company
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.
Xxxxxxxx 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/X'Xxxxx Marketing, Inc.
Old TSI, Inc.
Cadmus Investments, LLC
Port City Press, Inc.
Science Craftsman Incorporated
Cadmus International Holdings, Inc.
CDMS Management, LLC,
Xxxxxxx Printers Inc.
VSUB Holding Company
