ex10p2.htm


    
      
        

      
Exhibit 10.2

     

            EXECUTION
      COPY

     

    


    CREDIT
      AGREEMENT SUPPLEMENT

     

    THIS
      CREDIT AGREEMENT SUPPLEMENT (this
“Supplement”), dated as of July 9, 2007, is by and
      among CENVEO CORPORATION, a Delaware
      corporation (the
“Borrower”), CENVEO,
      INC., a Colorado corporation
      (“Holdings”), the financial
      institutions listed on the signature pages of this Supplement as “Supplemental
      Lenders” (the “Supplemental Lenders”), and
BANK OF AMERICA, N.A., as administrative agent on
      behalf of the
      Lenders under the Credit Agreement (as hereinafter defined) (in such capacity,
      the “Administrative Agent”).

     

    W
      I T N E S S E T H

     

    WHEREAS,
      the Borrower, Holdings, the financial institutions party thereto as of the
      date
      hereof, as lenders (the “Existing Lenders”) and the
      Administrative Agent are parties to that certain Credit Agreement dated as
      of
      June 21, 2006 (as amended by that certain First Amendment to Credit Agreement,
      dated as of March 7, 2007, and as otherwise amended, modified, extended,
      restated, replaced or supplemented from time to time, the “Credit
      Agreement”);

     

    WHEREAS,
      the Borrower has requested a $100,000,000 increase in the existing Term C
      Facility pursuant to Section 2.14(a) of the Credit Agreement;
      and

     

    WHEREAS,
      each Existing Lender that executes and delivers this Supplement (each, a
“Participating Lender”) will have agreed to make a new
      Term C Commitment, in addition to its existing Commitment, in an aggregate
      amount as agreed to by such Participating Lender (the “New
      Commitment”).

     

    NOW,
      THEREFORE, in consideration of the agreements hereinafter set forth,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the parties hereto agree as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1           Defined
      Terms.  Capitalized terms used herein and not otherwise
      defined herein shall have the meanings ascribed thereto in the Credit
      Agreement.

     

    ARTICLE
      II

    INCREASE
      TO THE TERM C FACILITY

     

    2.1           Supplement
      of Credit Agreement.  Subject to the
      satisfaction of the conditions precedent set forth in Section 3.1 below, from
      and after the Effective Date (as hereinafter defined), (i) the Credit Agreement
      is hereby supplemented in accordance with Section 2.14 thereof to
      increase the aggregate Term C Commitments by $100,000,000 to a total of
      $698,500,000, and (ii) the amortization of the Term C Loans is amended in
      accordance with Section 2.14(e) of the Credit Agreement.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    CONDITIONS
      TO EFFECTIVENESS

     

    3.1           Closing
      Conditions.  This Supplement shall become effective as of
      the day and year set forth above (the “Effective
      Date”) upon satisfaction of the following conditions (in form and
      substance reasonably acceptable to the Administrative Agent):

     

    (a)           Executed
      Supplement.  The Administrative Agent shall have received a copy
      of this Supplement duly executed by each of the Borrower, Holdings, each
      Participating Lender and the Administrative Agent.

     

    (b)           Executed
      Guarantor Ratification.  The Administrative Agent shall have
      received an acknowledgment and ratification with respect to this Supplement
      executed by each Guarantor.

     

    (c)           Acquisition.  Contemporaneously
      with the making of the additional Term C Loans by the Participating Lenders
      to
      the Borrower, the acquisition of Madison/Graham ColorGraphics, Inc., a
      California corporation (“Color Graphics”) and its sole
      subsidiary Madison/Graham ColorGraphics Interstate Services, Inc., a California
      corporation (“Interstate”) (the
“Acquisition”) shall be
      consummated pursuant to
      that certain Stock Purchase Agreement, dated as of June 14, 2007, among the
      Borrower, Color Graphics and certain sellers party thereto, and no material
      provision thereof shall have been waived, amended, supplemented or otherwise
      modified, except with the consent of the Administrative Agent.

     

    (d)           Executed
      Joinder Agreement.  The Administrative Agent shall have received a
      Joinder Agreement executed by each of Color Graphics and
      Interstate.

     

    (e)           Notes.  The
      Administrative Agent shall have received a duly executed Note, for each
      Participating Lender requesting a Note.

     

    (f)           Authorization
      Documents.  The Administrative Agent shall have received such
      certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Loan Party as the
      Administrative Agent may require evidencing the identity, authority and capacity
      of each Responsible Officer thereof authorized to act as a Responsible Officer
      in connection with this Supplement.

     

    (g)           Legal
      Opinions.  The Administrative Agent shall have received (i) a
      favorable opinion of Timothy Davis, Esq., General Counsel of Holdings, addressed
      to the Administrative Agent and each Lender, and (ii) a favorable opinion of
      Hughes Hubbard & Reed LLP special New York counsel to the Borrower and
      Holdings addressed to the Administrative Agent and each Lender (including,
      without limitation, opinions as to the enforceability of this Supplement and
      the
      Joinder Agreement and non-contravention of (i) the organizational documents
      of
      the Borrower, Holdings, Color Graphics and Interstate and (ii) Material
      Contracts, including the Cadmus Subordinated Notes), in each case in form and
      substance satisfactory to the Administrative Agent.

     

    (h)           Closing
      Certificate.  The Administrative Agent shall have received a
      closing certificate of a Responsible Officer of the Borrower in the form of
      Exhibit A hereto.

     

    


    
      
        
        

      

      
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    (i)           Miscellaneous.  All
      other documents and legal matters in connection with the transactions
      contemplated by this Supplement shall be reasonably satisfactory in form and
      substance to the Administrative Agent and its counsel.

     

    ARTICLE
      IV

    MISCELLANEOUS

     

    4.1           Supplemented
      Terms.  On and after the Effective Date, all references
      to the Credit Agreement in each of the Loan Documents shall hereafter mean
      the
      Credit Agreement as supplemented hereby.  Except as specifically
      supplemented and amended hereby or otherwise agreed, the Credit Agreement is
      hereby ratified and confirmed and shall remain in full force and effect
      according to its terms.

     

    4.2           Representations
      and Warranties of the Borrower and Holdings.  Each of the
      Borrower and Holdings represents and warrants as follows:

     

    (a)           It
      has taken all necessary action to authorize the execution, delivery and
      performance of this Supplement.

     

    (b)           This
      Supplement has been duly executed and delivered by such Person and constitutes
      such Person’s legal, valid and binding obligations, enforceable in accordance
      with its terms, except as such enforceability may be subject to
      (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
      transfer, moratorium or similar laws affecting creditors’ rights generally and
      (ii) general principles of equity (regardless of whether such
      enforceability is considered in a proceeding at law or in equity).

     

    (c)           No
      consent, approval, authorization or order of, or filing, registration or
      qualification with, any court or governmental authority or third party is
      required in connection with the execution, delivery or performance by such
      Person of this Supplement, except for (i) filings and recordings necessary
      to
      perfect Liens created under the Collateral Documents and (ii) such consents,
      approvals, authorizations, orders, filings, registrations and qualifications
      that have been duly obtained, taken, given or made and are in full force and
      effect.

     

    (d)           The
      representations and warranties set forth in Article V of the Credit Agreement
      are true and correct in all material respects as of the date hereof (except
      for
      those which expressly relate to an earlier date).

     

    (e)           After
      giving effect to this Supplement, no event has occurred and is continuing which
      constitutes a Default.

     

    (f)           Except
      as specifically provided in this Supplement, the Obligations are not reduced
      or
      modified by this Supplement and are not subject to any offsets, defenses or
      counterclaims.

     

    4.3           Reaffirmation
      of Obligations.  Each of the Borrower and Holdings hereby
      ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is
      bound by all terms of the Credit Agreement applicable to it and (b) that it
      is
      responsible for the observance and full

    
 

    
      
        
        

      

      
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    performance
      of its respective Obligations.  Holdings hereby acknowledges and
      reaffirms its obligations under Article X of the Credit Agreement.

     

    4.4           Loan
      Document.  This Supplement shall constitute a Loan
      Document under the terms of the Credit Agreement.

     

    4.5           Further
      Assurances.  Each of the Borrower and
      Holdings agrees to promptly take such action, upon the reasonable request of
      the
      Administrative Agent, as is necessary to carry out the intent of this
      Supplement.

     

    4.6           Fees
      and Expenses.  The Borrower agrees to
      pay all reasonable and documented out-of-pocket expenses of the Administrative
      Agent in connection with this Supplement and the other transactions contemplated
      hereunder.

     

    4.7           Entirety.  This
      Supplement and the other Loan Documents embody the entire agreement among the
      parties hereto and supersede all prior agreements and understandings, oral
      or
      written, if any, relating to the subject matter hereof.

     

    4.8           Counterparts;
      Telecopy.  This Supplement may be executed in any number
      of counterparts, each of which when so executed and delivered shall be an
      original, but all of which shall constitute one and the same
      instrument.  Delivery of an executed counterpart to this Supplement by
      telecopy or other electronic means shall be effective as an original and shall
      constitute a representation that an original will be delivered.

     

    4.9           GOVERNING
      LAW.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
      AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
      SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW).

     

    4.10         Successors
      and Assigns.  This Supplement shall be
      binding upon and inure to the benefit of the parties hereto and their respective
      successors and assigns.

     

    4.11         Consent
      to Jurisdiction; Service of Process; Waiver of Jury
      Trial.  The jurisdiction, services of process and waiver
      of jury trial provisions set forth in Sections 11.14 and 11.15 of
      the Credit Agreement are hereby incorporated by reference, mutatis
      mutandis.

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF the parties hereto have caused this Supplement to be
      duly executed on the date first above written.

     

    
      	
              BORROWER:

            	
              CENVEO
                CORPORATION,

            
	 	
              a
                Delaware corporation

            
	 	 
	 	 
	 	
              By:
                /s/ Sean S.
                Sullivan         
                

            
	 	
              Name:  Sean
                S. Sullivan

            
	 	
              Title:  CFO

            
	 	 
	 	 
	
              HOLDINGS:

            	
              CENVEO,
                INC.,

            
	 	
              a
                Colorado corporation

            
	 	 
	 	 
	 	
              By:
                /s/ Sean S.
                Sullivan         
                

            
	 	
              Name:  Sean
                S. Sullivan

            
	 	
              Title:  CFO

            


    

    


     

     

    CREDIT
      AGREEMENT SUPPLEMENT

    Signature
      Page


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              ADMINISTRATIVE
                AGENT:

            	
              BANK
                OF AMERICA, N.A.,

              as
                Administrative Agent

            
	 	 
	 	 
	 	
              By:
                /s/ Lisa Webster         
                

            
	 	
              Name:  Lisa
                Webster

            
	 	
              Title:    Vice
                President

            


    

    


     

     

    
       

      CREDIT
        AGREEMENT SUPPLEMENT

      Signature
        Page




    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              PARTICIPATING
                LENDERS:

            	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,

              as
                a Participating Lender

            
	 	 
	 	 
	 	
              By:
                /s/ Rit N. Amin         
                

            
	 	
              Name:
                Rit N. Amin

            
	 	
              Title:
                Director