EX-4.2 3 e1065684ex4_2.htm SUPPLEMENTAL INDENTURE DATED AS OF JUNE 21, 2006 Supplemental Indenture dated as of June 21, 2006



 
 
CENVEO CORPORATION
(f/k/a MAIL-WELL I CORPORATION)

the GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 

 
 
SUPPLEMENTAL INDENTURE
Supplementing the Indenture
of February 4, 2004
 

 
Dated as of June 21, 2006

7⅞% SENIOR SUBORDINATED NOTES DUE 2013





 
THIS SUPPLEMENTAL INDENTURE, dated as of June 21, 2006 is between 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 7⅞% 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 (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 Supplemental Indenture; and
 
WHEREAS, all things necessary to make this 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 Cenveo Commercial Ohio, LLC, Cenveo Resale Ohio, LLC, Cenveo Omemee, LLC, Colorhouse China Inc. and MMTP Holdings, Inc. (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 Supplemental Indenture is effective when executed.
 
SECTION 2.02. COUNTERPART ORIGINALS
 
The parties may sign any number of copies of this 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 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 Supplemental Indenture.
 




 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date and year first written above.
 
 
 
CENVEO CORPORATION
   
   
 
By:
/s/ Sean S. Sullivan 
Name:
Sean S. Sullivan 
Title:
Chief Financial Officer 
  
 
EACH ENTITY LISTED ON SCHEDULE
I HERETO
   
   
 
By:
/s/ Sean S. Sullivan 
Name:
Sean S. Sullivan 
Title:
Chief Financial Officer 
  
 
U.S. BANK NATIONAL ASSOCIATION
   
   
 
By:
/s/ Susan Freedman 
Name:
Susan Freedman 
Title:
Vice President 
  


 
SCHEDULE I
 
Cenveo, Inc
Discount Labels, Inc.
Cenveo Alberta Finance LP
Cenveo Government Printing, Inc.
Cenveo Services, LLC
McLaren Morris & Todd Company
MM&T Packaging Company
Cenveo Commercial Ohio, LLC
Cenveo Resale Ohio, LLC
Cenveo Omemee LLC
Colorhouse China, Inc.
MMTP Holdings, Inc.