R E C I T A L S:Credit Agreement • September 26th, 2003 • Cadmus Communications Corp/New • Commercial printing • Georgia
andRights Agreement • February 11th, 1999 • Cadmus Communications Corp/New • Commercial printing • Virginia
EXHIBIT 10.17 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT Dated as of May 17, 2000Purchase and Sale Agreement • September 26th, 2002 • Cadmus Communications Corp/New • Commercial printing • Virginia
Second Amended and Restated RECEIVABLES PURCHASE AGREEMENT Dated as of November 20, 2002 Among CADMUS RECEIVABLES CORP. as Seller and CADMUS COMMUNICATIONS CORPORATION as Master Servicer and BLUE RIDGE ASSET FUNDING CORPORATION as Purchaser and...Receivables Purchase Agreement • February 14th, 2003 • Cadmus Communications Corp/New • Commercial printing • New York
INDENTUREIndenture • July 19th, 1999 • Cadmus Communications Corp/New • Commercial printing • New York
EXHIBIT 2 ASSET PURCHASE AGREEMENT By and Among WASHBURN GRAPHICS, INC., WASHBURN OF NEW YORK, INC., CADMUS COMMUNICATIONS CORPORATIONAsset Purchase Agreement • March 12th, 1999 • Cadmus Communications Corp/New • Commercial printing • Virginia
BY AND AMONGStock Purchase Agreement • April 15th, 1999 • Cadmus Communications Corp/New • Commercial printing • New York
Common StockUnderwriting Agreement • October 16th, 1995 • Cadmus Communications Corp/New • Book printing • New York
Exhibit 10.28 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 13th, 2001 • Cadmus Communications Corp/New • Commercial printing • Georgia
dated as ofCredit Agreement • January 30th, 2004 • Cadmus Communications Corp/New • Commercial printing • North Carolina
EXHIBIT A REVOLVING CREDIT NOTE ---------------------Revolving Credit Note • July 13th, 2001 • Cadmus Communications Corp/New • Commercial printing
Exhibit 10.20 REGISTRATION RIGHTS AGREEMENT Dated as of June 1, 1999 By and Among CADMUS COMMUNICATIONS CORPORATION,Registration Rights Agreement • July 19th, 1999 • Cadmus Communications Corp/New • Commercial printing • New York
INDENTUREIndenture • May 13th, 1999 • Cadmus Communications Corp/New • Commercial printing • New York
BETWEENSeries a Preferred Stock Purchase Agreement • May 14th, 2001 • Cadmus Communications Corp/New • Commercial printing • Delaware
EXHIBIT 10.34 May 9, 2002 Stephen E. Hare 101 Lockgreen Place Richmond, VA 23226 Re: Employee Retention Agreement Dear Steve: Cadmus Communications Corporation (the "Corporation") considers it essential to the best interests of its shareholders to...Employee Retention Agreement • September 26th, 2002 • Cadmus Communications Corp/New • Commercial printing • Virginia
EXHIBIT 4 CREDIT AGREEMENTCredit Agreement • November 14th, 1996 • Cadmus Communications Corp/New • Commercial printing • Georgia
EXHIBIT 99.1 ------------ AMENDMENT TO RIGHTS AGREEMENT ----------------------------- THIS AMENDMENT TO RIGHTS AGREEMENT, dated as of February 17, 2000 (this "Amendment"), between CADMUS COMMUNICATIONS CORPORATION, a Virginia corporation (the...Rights Agreement • February 29th, 2000 • Cadmus Communications Corp/New • Commercial printing • Virginia
EXHIBIT 10.33 June 27, 2000 Mark R. Ploucha 4609 Fir Drive Nazareth, PA 18064 Re: Employee Retention Agreement ---------------------------- Dear Mark: Cadmus Communications Corporation (the "Corporation") considers it essential to the best interests...Employee Retention Agreement • September 28th, 2001 • Cadmus Communications Corp/New • Commercial printing • Virginia
Exhibit 2.2 STOCK AND NOTE PURCHASE AGREEMENT BY AND AMONG MELHAM, INC., MACK PRINTING COMPANY, MACK PRINTING GROUP, INC., SCIENCE CRAFTSMAN INCORPORATED, PORT CITY PRESS, INC.Stock and Note Purchase Agreement • April 15th, 1999 • Cadmus Communications Corp/New • Commercial printing • New York
Re: Employee Retention AgreementEmployee Retention Agreement • February 14th, 2006 • Cadmus Communications Corp/New • Commercial printing • Virginia
Cadmus Communications Corporation (the “Corporation”) considers it essential to the best interests of its shareholders to foster the continuous employment of its key management personnel and that of its direct and indirect subsidiaries (collectively the “Cadmus Companies” or individually a “Cadmus Company”). In this connection, the Board of Directors of the Corporation (the “Board”) recognizes that the possibility of a change in control of the Corporation may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Corporation and its shareholders.
ASSET PURCHASE AGREEMENT by and among CADMUS COMMUNICATIONS CORPORATION, SOFTWARE ACQUISITION SUBSIDIARY, INC., THE SOFTWARE FACTORY, INC., MICHAEL F. HEAZEL, FRANK D. CANNON, RUSSELL J. COOK, FRANK B. HASTY,Asset Purchase Agreement • November 8th, 1995 • Cadmus Communications Corp/New • Book printing • Georgia
AGREEMENT OF MERGER DATED AS OF DECEMBER 26, 2006 AMONG CENVEO, INC., MOUSE ACQUISITION CORP. AND CADMUS COMMUNICATIONS CORPORATIONMerger Agreement • December 27th, 2006 • Cadmus Communications Corp/New • Commercial printing • Virginia
This Agreement of Merger dated as of December 26, 2006 (this “Agreement”) is among Cenveo, Inc., a Colorado corporation (“Parent”), Mouse Acquisition Corp., a Virginia corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Cadmus Communications Corporation, a Virginia corporation (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 8.15.
INDENTUREIndenture • May 13th, 1999 • Cadmus Communications Corp/New • Commercial printing • New York
Cadmus Communications Corporation Suite 200 Richmond, VA 23226 Payment GuaranteePayment Guarantee • October 3rd, 2005 • Cadmus Communications Corp/New • Commercial printing
We are fully aware of Loan Agreement No. 8/0971/8200 dated 15 September 2005 (“Loan Agreement”) by which AKA Ausfuhrkredit-Gesellschaft mbH, Frankfurt (Main), (“AKA”) has made available to Cadmus Journal Services, Inc., (“Borrower”) a loan in the lawful currency of the United States of America not exceeding
EXHIBIT 10.40 January 20, 2003 Paul K. Suijk 4929 Andros Drive Tampa, FL 33629 Re: Employee Retention Agreement Dear Paul: Cadmus Communications Corporation (the "Corporation") considers it essential to the best interests of its shareholders to foster...Employee Retention Agreement • September 26th, 2003 • Cadmus Communications Corp/New • Commercial printing • Virginia
Loan Agreement No. 8/0971/8200 between Cadmus Journal Services, Inc. (hereinafter the “Borrower”) and AKA Ausfuhrkredit-Gesellschaft mbH, Frankfurt am Main (hereinafter “AKA”) This Loan Agreement is being made available by AKA at the instigation of...Loan Agreement • October 3rd, 2005 • Cadmus Communications Corp/New • Commercial printing
The Borrower and Heidelberg USA, Inc., 1000 Gutenberg Drive NW, Kennesaw, GA 30144, have entered into an Export Contract having a Total Contract Value of United States-Dollar 11,517,764.00. Later on Heidelberg USA has assigned all rights and obligations arising from the Export Contract to Heidelberger Druckmaschinen AG, Heidelberg;
CADMUS COMMUNICATIONS CORPORATION RESTRICTED STOCK AGREEMENT Granted «date»Restricted Stock Agreement • November 9th, 2004 • Cadmus Communications Corp/New • Commercial printing
This Restricted Stock Agreement is entered on «date» pursuant to the Cadmus Communications Corporation 2004 Key Employee Stock Compensation Plan (the “2004 Plan”) and the subplan thereunder known as the FY 2005-2007 Executive Long-Term Incentive Plan (the “Plan”) of Cadmus Communications Corporation (the “Company”) and evidences the grant of Restricted Stock (as defined in the 2004 Plan and the Plan), and the terms, conditions and restrictions pertaining thereto, to «name» (the “Employee”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • September 3rd, 2003 • Cadmus Communications Corp/New • Commercial printing • Virginia
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of May 14, 2003, (this “Amendment No. 2”), between CADMUS COMMUNICATIONS CORPORATION, a Virginia Corporation (the “Company”), and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national banking association organized under the laws of the United States (the “Rights Agent”), provides as follows:
INDENTUREIndenture • May 13th, 1999 • Cadmus Communications Corp/New • Commercial printing • New York
STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • May 15th, 2006 • Cadmus Communications Corp/New • Commercial printing
This Stock Option Agreement is made and entered into between Cadmus Communications Corporation, a Virginia corporation (“Corporation”), and Stephen E. Hare (“Hare”).
March 15, 2006 PERSONAL AND CONFIDENTIAL Steve Hare Richmond, VA 23226 Dear Steve:Severance Agreement • May 15th, 2006 • Cadmus Communications Corp/New • Commercial printing • Virginia
This letter confirms the offer of agreement we discussed regarding the termination of your employment with Cadmus Communications Corporation (“Cadmus”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • December 27th, 2006 • Cadmus Communications Corp/New • Commercial printing • Virginia
THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of December 26, 2006 (this “Amendment No. 3”), between CADMUS COMMUNICATIONS CORPORATION, a Virginia corporation (the “Company”), and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a New York banking corporation (“AST”) (the “Rights Agent”), provides as follows:
CADMUS COMMUNICATIONS CORPORATION PERFORMANCE UNIT AGREEMENT Granted «date»Performance Unit Agreement • November 9th, 2004 • Cadmus Communications Corp/New • Commercial printing
This Performance Unit Agreement is entered on «date» pursuant to the Cadmus Communications Corporation 2004 Key Employee Stock Compensation Plan (the “2004 Plan”) and the subplan thereunder known as the FY 2005-2007 Management Long-Term Incentive Plan (the “Plan”) of Cadmus Communications Corporation (the “Company”) and evidences the grant of Performance Units (with one Performance Unit representing One Dollar) (as defined in the 2004 Plan and the Plan), and the terms, conditions and restrictions pertaining thereto, to «name» (the “Employee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 13th, 2005 • Cadmus Communications Corp/New • Commercial printing • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of March 1, 2005, among CADMUS COMMUNICATIONS CORPORATION, a Virginia corporation (the “Company”), the SUBSIDIARY GUARANTORS listed as signatories hereto (the “Subsidiary Guarantors”), MACK PRINTING, LLC, a Pennsylvania limited liability company (“Mack Printing”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 13th, 2005 • Cadmus Communications Corp/New • Commercial printing • North Carolina
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 28th day of February, 2005, by and among CADMUS COMMUNICATIONS CORPORATION (the “Borrower”), the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, BNP PARIBAS, ING CAPITAL LLC, and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, and the GUARANTORS party hereto.
