Dated as of June 10, 2016 6.000% Senior Notes due 2024Indenture • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE dated as of June 10, 2016 among Cenveo Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on Schedule A hereto, and The Bank of New York Mellon, a New York banking corporation, as trustee (together with its successors in such capacity, the “Trustee”).
WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
This Warrant Registration Rights Agreement (this “Agreement”) is made and entered into as of June 10, 2016, by and among Cenveo, Inc., a Colorado corporation (the “Company”), and Allianz Global Investors U.S. LLC (“Allianz”) in connection with (a) the offer (the “Offer”) by Cenveo Corporation, a Delaware corporation (“Cenveo”), to eligible holders of its outstanding 11.500% senior notes due 2017 to exchange such holders’ outstanding such notes for (1) 6.000% senior notes due 2024 issued by Cenveo, and (2) warrants, each entitling the holder thereof to purchase Common Shares (as defined below) of the Company, pursuant to the Offer, and (b) the repurchase (the “Repurchase”) by the Company of 7% senior exchangeable notes due 2017 held by Allianz for (x) cash and (y) warrants (the warrants referred to in clause (2) above and this clause (y) each, a “Warrant” and, collectively, the “Warrants”). The Warrants and the Common Shares are herein collectively referred to as the “Securities.”
AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
Amendment No. 1 (this “Amendment”) to the Intercreditor Agreement, dated as of June 10, 2016, by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other Subsidiaries of Holdings as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Revolving Credit Obligations (together with its permitted successors and assigns, the “Revolving Credit Collateral Agent”), The Bank of New York Mellon (“BNY Mellon”), as collateral agent for the holders of the 2016 Secured Notes Obligations (together with its permitted successors and assigns, the “2016 Secured Notes Collateral Agent”), BNY Mellon, as collateral agent for the holders of the Senior Priority Fixed Asset Obligations (together with its permitted successors and assigns, the “Senior Priority Fixed Asset Collateral Agent”, and together with the Revolving Credit Collateral Agent and the 2016 Secured Notes Collateral Agen
WARRANT AGREEMENT Between CENVEO, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Dated as of June 10, 2016Warrant Agreement • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
WARRANT AGREEMENT (the “Agreement”), dated as of June 10, 2016, between CENVEO, INC., a Colorado corporation (together with any successors and assigns, the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as warrant agent (with any successor warrant agent, the “Warrant Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of June 10, 2016 and entered into by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other subsidiaries of Holdings that become party hereto from time to time as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Senior Priority Obligations (as defined below) (together with its permitted successors and assigns, the “Senior Priority Collateral Agent”), and The Bank of New York Mellon, as collateral agent for the holders of the Junior Priority Obligations (as defined below) (together with its permitted successors and assigns, the “Junior Priority Collateral Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below or, if not otherwise defined, the Revolving Credit Agreement (as such term is defined below) or, if not otherwise defined in Section 1 below
AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
Amendment No. 1 (this “Amendment”) to the Intercreditor Agreement, dated as of June 10, 2016, by and among Cenveo, Inc., a Colorado corporation (“Holdings”), Cenveo Corporation, a Delaware corporation (the “Borrower”), certain other Subsidiaries of Holdings as Guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent for the holders of the Revolving Credit Obligations (together with its permitted successors and assigns, the “ABL Collateral Agent”), The Bank of New York Mellon (“BNY Mellon”), as collateral agent for the holders of the 2016 Secured Notes Obligations (together with its permitted successors and assigns, the “2016 Secured Notes Collateral Agent”, and together with the ABL Collateral Agent being referred to herein, collectively, as the “Revolving Credit Collateral Agents”), and BNY Mellon, as collateral agent for the holders of the Fixed Asset Obligations (together with its permitted successors and assigns, the “Fixed Asset Collateral Agent”).
AMENDMENT NO. 4 TO THE CREDIT AGREEMENTCredit Agreement • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT, dated as of June 10, 2016 (this “Amendment”), by and among CENVEO CORPORATION, a Delaware corporation (the “Borrower”), each of the LENDERS party hereto, the ISSUING BANK and each of the other LOAN PARTIES party hereto, and acknowledged by BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below).
CENVEO CORPORATION 4% Senior Secured Notes due 2021 INDENTURE AND NOTE PURCHASE AGREEMENT by and among CENVEO CORPORATION, CENVEO, INC., Each of the GUARANTORS named herein, ALLIANZGI US HIGH YIELD FUND and ALLIANZ INCOME AND GROWTH FUND, as...Indenture and Note Purchase Agreement • June 16th, 2016 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS INDENTURE AND NOTE PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Note Purchase Agreement”) is made and entered into as of June 10, 2016, by and among Cenveo Corporation, a Delaware corporation (the “Company”), Cenveo, Inc., a Colorado corporation (“Parent Company”), each of the other Guarantors (as defined herein), AllianzGI US High Yield Fund, a Luxembourg mutual fund (“Allianz US”), Allianz Income and Growth Fund, a Luxembourg mutual fund (together with Allianz US, the “Purchasers”, each of which is a Managed Fund or Affiliate of Allianz Global Investors U.S. LLC, a Delaware limited liability company (the “Purchaser Advisor”)), each other Noteholder (as defined herein) from time to time party hereto and The Bank of New York Mellon, a New York banking corporation, as trustee (together with its successors in such capacity, the “Trustee”) and as collateral agent (together with its successors in such capacity, the “Collateral Agent”) in respect of
