ex10p1.htm


    
      

    

    EXHIBIT
10.1

    
 

     EXHIBIT
M

    


    


    


    FORM
OF

    ACCESSION
AND AMENDMENT AGREEMENT

    


    


     Dated
_________ ___, 20__

    


    


    Reference
is made to the Credit Agreement, dated as of June 21, 2006 (as the same may be
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Credit
Agreement”), among Cenveo Corporation,
a Delaware
corporation (the “Borrower”), Cenveo, Inc., a
Colorado corporation and parent of the Borrower (“Holdings”), each financial
institution from time to time party thereto, as lenders (collectively, the
“Lenders” and individually, a
“Lender”), and Bank of America,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Credit Agreement.  Pursuant to Section 2.01(c)
of the Credit Agreement, _____________ (the “New
Lender”) has committed to make Revolving Credit Loans to the Borrower and
to purchase participations in L/C Obligations and Swing Line Loans, in each case
in accordance with the terms and conditions set forth in the Credit
Agreement.

    


    The New Lender and the Administrative
Agent agree as follows:

    


    1.           The
New Lender agrees, on the terms and conditions set forth in the Credit
Agreement, to make Revolving Credit Loans to the Borrower and to purchase
participations in L/C Obligations and Swing Line Loans during the period from
the date hereof until the end of the Availability Period, in an aggregate
outstanding amount not to exceed on any day the New Lender’s Revolving Credit
Commitment set forth opposite its signature below.

    


    2.           On
the date hereof (the “Effective
Date”), the New Lender shall pay to the Administrative Agent, in same day
funds, at such address and account as the Administrative Agent shall advise the
New Lender, $___________, which amount shall be used to purchase by assignment
from the existing Revolving Credit Lenders such portion of the Revolving Credit
Loans and L/C Advances owing to them such that, after giving effect to all such
purchases and assignments, the New Lender will share such Revolving Credit Loans
and L/C Advances ratably with each of them (based upon the New Lender’s
Applicable Revolving Credit Percentage).  From and after the Effective
Date, the New Lender shall be a party to the Credit Agreement, entitled to all
rights, powers and privileges, and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    subject
to all obligations, of a Revolving Credit Lender thereunder, including without
limitation (i) the right to receive all payments made by the Borrower in
respect of the Revolving Credit Loans and L/C Advances made by the New Lender,
whether on account of principal, interest, fees, indemnities in respect of
claims arising after the date hereof, increased costs, additional amounts or
otherwise, (ii) the right to vote and to instruct the Administrative Agent
under the Credit Agreement according to its Applicable Percentage,
(iii) the right to set-off and to appropriate and apply deposits of the
Borrower as set forth in the Credit Agreement and (iv) the right to receive
notices, requests, demands and other communications.

    


    3.           The New Lender (a)
represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Agreement and to consummate
the transactions contemplated hereby and to become a Revolving Credit Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section
11.06(b)(iii), (v), and (vi) of the Credit
Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii)
of the Credit Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Revolving Credit Lender
thereunder and, to the extent of its Revolving Credit Commitment, shall have the
obligations of a Revolving Credit Lender thereunder, (iv) it is sophisticated
with respect to decisions to provide commitments and fund assets of the type
represented by the Revolving Credit Commitments and either it, or the Person
exercising discretion in making its decision to provide its Revolving Credit
Commitment pursuant to this Agreement, is experienced in providing and funding
commitments of such type, (v) it has received a copy of the Credit Agreement,
and has received or has been accorded the opportunity to receive copies of the
most recent financial statements delivered pursuant to Section 6.01(a) or
(b) thereof, as
applicable, and such other documents and information as it deems appropriate to
make its own credit analysis and decision to enter into this Agreement and to
provide the Revolving Credit Commitment hereunder, (vi) it has, independently
and without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into and perform its obligations under
this Agreement and the Credit Agreement, and (vii) if it is a Foreign Lender,
attached hereto is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by such New
Lender; and (b) agrees that (i) it will, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and
(ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Loan Documents are required to be performed by it as a
Revolving Credit Lender.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    4.           This
Agreement may be executed in any number of counterparts and by different parties
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.  Delivery of an
executed counterpart to this Agreement by telecopy or other electronic means
shall be effective as an original and shall constitute a representation that an
original will be delivered.

    


    5.           This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    IN WITNESS WHEREOF, the parties
hereto have caused this Accession and Amendment Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

    


    
      


      Revolving Credit
Commitment

      


      
        
          	
                  $_____________

                	
                  [NAME
      OF NEW LENDER]

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:____________________________

                
	 
      	
                        Name:

                
	 
      	
                        Title:

                
	 
      	 
      
	 
      	
                  BANK
      OF AMERICA, N.A.,

                
	 
      	
                  as
      Administrative Agent

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By: ____________________________

                
	 
      	
                        Name:

                
	 
      	
                        Title:

                


        

      

       

    

    AGREED
and ACCEPTED

    as of the
date first above

    written:

    


    CENVEO
CORPORATION

    


    


    By:____________________________

          Name:

          Title:

     

    
      
      

      
        4

        
          

        

      

      


    

    
       EXHIBIT
N

      


      


      


      FORM
OF

      INCREASING
LENDER AGREEMENT

      


      


       Dated
_________ ___, 20__

      


      


      Reference is made to the Credit
Agreement, dated as of June 21, 2006 (as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Cenveo Corporation,
a Delaware
corporation (the “Borrower”), Cenveo, Inc., a
Colorado corporation and parent of the Borrower (“Holdings”), each financial
institution from time to time party thereto, as lenders (collectively, the
“Lenders” and individually, a
“Lender”), and Bank of America,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Credit Agreement.  Pursuant to Section 2.01(d)
of the Credit Agreement, ____________ (the “Increasing
Lender”) has agreed to increase its Revolving Credit Commitment from
$_________ to $_________.

      


      The Increasing Lender and the
Administrative Agent agree as follows:

      


      1.           The
Increasing Lender agrees, on the terms and conditions set forth in the Credit
Agreement, to make Revolving Credit Loans to the Borrower and to purchase
participations in L/C Obligations and Swing Line Loans during the period from
the date hereof until the end of the Availability Period, in an aggregate
outstanding amount not to exceed on any day the Increasing Lender’s Revolving
Credit Commitment set forth opposite its signature below.

      


      2.           On
the date hereof (the “Effective
Date”), the Increasing Lender shall pay to the Administrative Agent, in
same day funds, at such address and account as the Administrative Agent shall
advise the Increasing Lender, $___________, which amount shall be used to
purchase by assignment from the existing Revolving Credit Lenders such portion
of the Revolving Credit Loans and L/C Advances owing to them such that, after
giving effect to all such purchases and assignments, the Increasing Lender will
share such Revolving Credit Loans and L/C Advances ratably with each of them
(based upon the Increasing Lender’s Applicable Revolving Credit
Percentage).  As of the Effective

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Date,
upon the payment of such amount, the Revolving Credit Commitment of the
Increasing Lender shall be the amount set forth opposite its signature
below.

      


      3.           The Increasing Lender
hereby represents and warrants that it has full power and authority, and
has taken all action necessary, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and to increase its Revolving
Credit Commitment under the Credit Agreement.

      


      4.           This
Agreement may be executed in any number of counterparts and by different parties
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.  Delivery of an executed
counterpart to this Agreement by telecopy or other electronic means shall be
effective as an original and shall constitute a representation that an original
will be delivered.

      


      5.           This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.

      


      Revolving Credit
Commitment

      


      
        
          	
                  $_____________

                	
                  [NAME
      OF INCREASING LENDER]

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:____________________________

                
	 
      	
                        Name:

                
	 
      	
                        Title:

                
	 
      	 
      
	 
      	
                  BANK
      OF AMERICA, N.A.,

                
	 
      	
                  as
      Administrative Agent

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By: ____________________________

                
	 
      	
                        Name:

                
	 
      	
                        Title:

                


        

      

      


      


      AGREED
and ACCEPTED

      as of the
date first above

      written:

      


      CENVEO
CORPORATION

      


      


      By:____________________________

            Name:

            Title:

       

      
        
        

        
          3

          
            

          

        

        
        

      

    

     

    EXHIBIT
O

    
 

    FORM
OF

    PRO
FORMA ADJUSTMENT COMPLIANCE CERTIFICATE

     

    ______________
__, 20__

     

    Reference
is made 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 the same otherwise may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit
Agreement"; capitalized terms used herein but not defined herein shall
have the meanings set forth in the Credit Agreement) among CENVEO CORPORATION, a Delaware
corporation (the “Company”),
CENVEO, INC., a Colorado
corporation and parent of the Company (“Holdings”),
each financial institution from time to time party thereto, as lenders
(collectively, the “Lenders”
and individually, a “Lender”),
and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.

     

    Borrower
has proposed a series of transactions described on Exhibit A hereto
(collectively, the “Transactions”)
involving the Disposition or Acquisition of certain assets as described on Exhibit
A.  Borrower has projected that the Transactions will give rise
to expected cost savings described herein, which forecasts must be reasonably
satisfactory to the Administrative Agent in accordance with Section 1.03(c) of
the Credit Agreement.

     

    Borrower
is providing this certificate to and for the benefit of the Administrative Agent
and hereby acknowledges that the Administrative Agent is relying on the
completeness and accuracy of the representations, warranties and other
information provided pursuant hereto.

     

    NOW, THEREFORE, the
undersigned duly qualified officer of Borrower DOES HEREBY CERTIFY, for and
on behalf of Borrower and each other Loan Party, as follows:

     

    
      	
               
      

            	
              1.

            	
              No
      Default exists as of the date hereof and no Default will result from the
      proposed Transactions or from the application of the proceeds
      thereof.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Transactions are permitted under [Section
      7.05]
      [Section 7.03(h)]
      [Section
      7.03(i)] of
      the Credit Agreement.  [After giving effect to the Transactions,
      the aggregate book value of all property Disposed of in reliance on
      Section 7.05(i) of the Credit Agreement during the fiscal year ending
      December 31, 20__ will be $________]1.
      [After giving
      effect to the Transactions, Holdings and its Subsidiaries are in
      compliance with all covenants set forth in Section 7.11 on a Pro Forma
      Basis, as determined in accordance with Section 7.03[(h)][(i)].]2

            


    

     

    
      	
               
      

            	
              3.

            	
              Borrower
      forecasts savings of $________ will arise from the Transactions, which
      amount shall be included as an adjustment for purposes of making pro forma
      calculations in accordance with Section 1.03(c)
      of the Credit Agreement.

            


    

     

     

      
        

      

    

    
      1 Include
for a Disposition. Such amount not to exceed $35,000,000 in the current fiscal
year.

    

    
      2 Include
for an Acquisition.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.

            	
              Attached
      as Exhibit
      B hereto is supporting documentation with respect to the forecasted
      savings described in the foregoing paragraph 3 hereof (collectively, the
      “Projections”).  Borrower
      hereby represents and warrants that (a) such Projections were prepared in
      good faith based upon assumptions that Borrower believes to be reasonable
      as of the date hereof and (b) such forecasted savings do not arise from
      (i) any Acquisition of property by any Loan Party or any of its
      Subsidiaries from any Affiliate thereof or (ii) any Disposition of any
      Property by any Loan Party or any of its Subsidiaries to any Affiliate
      thereof.

            


    

     

    IN WITNESS WHEREOF, the
undersigned officer of Borrower has duly executed this certificate on behalf of
Borrower as of the date first above written.

     

    CENVEO CORPORATION, a Delaware
corporation

    


    By: ______________________________________                                                                          

           Name:

           Title:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
A

    


    [attach
description of Transactions]

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    [Attach
spreadsheet breaking out sources and uses of cost savings and other supporting
documentation]