Contract

Exhibit 10.23 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 1 to Second Amended and Restated CreditAgreement (this “Amendment”), dated as of February 8, 2005, amends that ———certain Second Amended and Restated Credit Agreement, dated as of March 25,2004 (as amended, the “Agreement”), among the financial institutions from ———time to time parties hereto (such financial institutions, together withtheir respective successors and assigns, are referred to hereinafter eachindividually as a “Lender” and collectively as the “Lenders”), Bank of —— ——-America, N.A., with an office at 55 South Lake Avenue, Suite 900, Pasadena,California 91101, as administrative agent for the Lenders (in its capacityas agent, the “Agent”), Cenveo, Inc. (f/k/a Mail-Well, Inc.), a Colorado —–corporation (“Parent”), Cenveo Corporation (f/k/a Mail-Well I Corporation), ——a Delaware corporation (“Cenveo”), and certain subsidiaries of Cenveo ——(Cenveo and each such subsidiary, individually, a “Borrower”, and, ——–collectively, the “Borrowers”). Capitalized terms used and not otherwise ———defined herein shall have the meanings ascribed to such terms in theAgreement. R E C I T A L S WHEREAS, Parent, the Borrowers, the Lenders and the Agent haveentered into the Agreement; WHEREAS, Parent and the Borrowers desire to amend the Agreement inorder to amend Section 9.1(q) of the Agreement; and WHEREAS, the Agent and the Lenders are willing to do so, subject tothe terms and conditions stated herein. NOW, THEREFORE, in consideration of the premises herein containedand other good and valuable consideration, the receipt and adequacy of whichare hereby acknowledged, the Agent, the Lenders, Parent and the Borrowershereby agree as follows. A G R E E M E N T Section 1. Amendment to the Agreement. The Agent, the Lenders, ————————–Parent and the Borrowers agree that the Agreement shall be amended as follows: A. Section 9.1 (q) of the Agreement is hereby amended andrestated in its entirety to read as follows: (q) an event having a Material Adverse Effect occurs, or continues to exist, during an Availability Trigger Period. For purposes of this Section 9.1 (q), “Availability Trigger ———– Period” means the period commencing upon the date, if any, upon which Availability has been less than $75,000,000 for 5 consecutive Business Days, and 1 continuing until the first day of any fiscal month on which the following is true: Availability has not been less than $75,000,000 at any time during the 30 day period ending on the immediately preceding fiscal month end. Section 2. Waiver/Consent to Stock Sale. The Lenders hereby consent —————————-to the sale by Supremex, Inc. (“Supremex”) of all of the issued and outstandingcommon stock of its wholly owned subsidiary Classic Envelope Plus, Ltd.(“Classic”), on or before February 28, 2005, for a purchase price equal tothe net book value of Classic less C$25,000 (approximately C$500,000). TheLenders agree that upon the consummation of such sale, (i) Classic shall bereleased as a Canadian Guarantor; (ii) the proceeds of such sale need not beapplied to the Revolving Loans but may be retained by Supremex subject tothe terms of Sections 7.25 and 7.26 of the Agreement. Section 3. Conditions. The effectiveness of this Amendment is subject ———-to the satisfaction of the following conditions precedent: A. Amendment. A fully executed copy of this Amendment signed ———by Parent, the Borrowers, and the Majority Lenders shall be delivered to theAgent; B. Other Documents. Parent and the Borrowers shall have —————executed and delivered to the Agent such other documents and instruments asthe Agent may reasonably require in furtherance of this Amendment. Section 4. Miscellaneous. ————- A. Survival of Representations and Warranties. All ——————————————representations and warranties made in the Agreement or any other documentor documents relating thereto, including, without limitation, any LoanDocument furnished in connection with this Amendment, shall survive theexecution and delivery of this Amendment and the other Loan Documents, andno investigation by Agent or Lenders or any closing shall affect therepresentations and warranties or the right of Agent or Lenders to relythereon; B. Reference to Agreement. The Agreement, each of the Loan ———————-Documents, and any and all other agreements, documents or instruments now orhereafter executed and delivered pursuant to the terms hereof, or pursuantto the terms of the Agreement as amended hereby, are hereby amended so thatany reference therein to the Agreement shall mean a reference to theAgreement as amended hereby; C. Agreement Remains in Effect. The Agreement and the Loan —————————Documents, as amended hereby, remain in full force and effect and theBorrowers ratify and confirm their agreements and covenants containedtherein. Parent and the Borrowers hereby confirm that, after giving effectto this Amendment, no Event of Default or Default exists as of such date; D. Severability. Any provision of this Amendment held by a ————court of competent jurisdiction to be invalid or unenforceable shall notimpair or invalidate the remainder 2of this Amendment and the effect thereof shall be confined to the provisionso held to be invalid or unenforceable; E. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND ————–CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTOF LAWS PROVISIONS PROVIDED THAT ISSUES WITH RESPECT TO THE CREATION,PERFECTION, AND ENFORCEMENT OF LIENS UNDER DIVISION 9 OF THE UCC MAY GIVEEFFECT TO APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9OF THE UCC) OF THE STATE OF CALIFORNIA; PROVIDED, THAT THE AGENT AND THELENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW; F. Successors and Assigns. This Amendment is binding upon ———————-and shall inure to the benefit of Agent, the Lenders, Parent and theBorrowers and their respective successors and assigns; provided, however, ——– ——-that Parent and the Borrowers may not assign or transfer any of their rightsor obligations hereunder without the prior written consent of the Lenders; G. Counterparts. This Amendment may be executed in one or ————more counterparts, each of which when so executed shall be deemed to be anoriginal, but all of which when taken together shall constitute one and thesame instrument; H. Headings. The headings, captions and arrangements used ——–in this Amendment are for convenience only and shall not affect theinterpretation of this Amendment; I. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE ——————OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT AMONG THEAGENT, THE LENDERS, PARENT AND THE BORROWERS AND MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THEPARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE AGENT, THELENDERS, PARENT AND THE BORROWERS; ***** 3 IN WITNESS WHEREOF, the parties have executed this Amendment on thedate first above written. “PARENT” CENVEO, INC. (F/K/A MAIL-WELL, INC.), a Colorado corporation By: ———————————— Name: ———————————- Title: ——————————— “BORROWERS” CENVEO CORPORATION (F/K/A MAIL-WELL I CORPORATION), a Delaware corporation By: ———————————— Name: ———————————- Title: ——————————— CENVEO SERVICES, L.L.C. (F/K/A MAIL-WELL SERVICES, L.L.C.), a Colorado limited liability company By: ———————————— Name: ———————————- Title: ——————————— DISCOUNT LABELS, INC., an Indiana corporation By: ———————————— Name: ———————————- Title: ——————————— S-1 Amendment No. 1 to Second Amended and Restated Credit Agreement CENVEO WEST, INC. (F/K/A MAIL-WELL WEST, INC.), a Delaware corporation By: ———————————— Name: ———————————- Title: ——————————— CENVEO GOVERNMENT PRINTING, INC. (F/K/A MAIL-WELL GOVERNMENT PRINTING, INC.), a Colorado corporation By: ———————————— Name: ———————————- Title: ——————————— S-2 Amendment No. 1 to Second Amended and Restated Credit Agreement The undersigned (the “U.S. Guarantors”), (i) consent to and approve —————the execution and delivery of this Amendment by the parties hereto, (ii)agree that this Amendment does not and shall not limit or diminish in anymanner the obligations of each of the U.S. Guarantors pursuant to theguarantees delivered in connection with the Agreement (the “U.S. —-Guarantees”) by each of the undersigned and that such obligations would not- ———-be limited or diminished in any manner even if the U.S. Guarantors had notexecuted this Amendment, (iii) agree that this Amendment shall not beconstrued as requiring the consent of the U.S. Guarantors in any othercircumstance, (iv) reaffirm each of their obligations under the U.S.Guarantees, and (v) agree that the U.S. Guarantees remains in full force andeffect and each is hereby ratified and confirmed.”U.S. GUARANTORS”CENVEO INTERNATIONAL HOLDINGS, INC.(F/K/A MAIL-WELL MEXICO HOLDINGS, INC.),a Colorado corporationBy: ————————————Name: ———————————-Title: ———————————CENVEO TEXAS FINANCE, L.P. (F/K/AMAIL-WELL TEXAS FINANCE, L.P.),a Texas limited partnershipBy: ————————————Name: ———————————-Title: ———————————MMTP HOLDINGS, INC.,a Colorado corporationBy: ————————————Name: ———————————-Title: ——————————— S-3 Amendment No. 1 to Second Amended and Restated Credit Agreement The undersigned (the “Canadian Guarantors”), (i) consent to and ——————-approve the execution and delivery of this Amendment by the parties hereto,(ii) agree that this Amendment does not and shall not limit or diminish inany manner the obligations of each of the Canadian Guarantors pursuant tothe guarantees delivered in connection with the Agreement (the “Canadian ——–Guarantees”) by each of the undersigned and that such obligations would not- ———-be limited or diminished in any manner even if the Canadian Guarantors hadnot executed this Amendment, (iii) agree that this Amendment shall not beconstrued as requiring the consent of the Canadian Guarantors in any othercircumstance, (iv) reaffirm each of their obligations under the CanadianGuarantees, and (v) agree that the Canadian Guarantees remains in full forceand effect and each is hereby ratified and confirmed.”CANADIAN GUARANTORS”SUPREMEX INC.,a company organized under the laws of CanadaBy: ————————————Name: ———————————-Title: ———————————CENVEO CANADA LEASING COMPANY INC.(F/K/A MAIL-WELL CANADA LEASING COMPANY INC.),a company organized under the laws of theProvince of Nova ScotiaBy: ————————————Name: ———————————-Title: ———————————PNG INC.,a company organized under the laws of theProvince of OntarioBy: ————————————Name: ———————————-Title: ——————————— S-4 Amendment No. 1 to Second Amended and Restated Credit AgreementCLASSIC ENVELOPE PLUS LTD.,a company organized under the laws of theProvince of British ColumbiaBy: ————————————Name: ———————————-Title: ———————————INNOVA ENVELOPE INC. – ENVELOPE INNOVA INC.,a company organized under the laws of theProvince of OntarioBy: ————————————Name: ———————————-Title: ———————————CENVEO ALBERTA FINANCE, LIMITED PARTNERSHIP(F/K/A MAIL-WELL ALBERTA FINANCE LIMITEDPARTNERSHIP), a limited partnershiporganized under the laws of theProvince of AlbertaBy: ————————————Name: ———————————-Title: ———————————CENVEO MCLAREN, MORRIS AND TODD COMPANY(F/K/A MCLAREN, MORRIS AND TODD COMPANY),a company organized under the laws of theProvince of Nova ScotiaBy: ————————————Name: ———————————-Title: ——————————— S-5 Amendment No. 1 to Second Amended and Restated Credit AgreementCENVEO MM&T PACKAGING COMPANY(F/K/A MM&T PACKAGING COMPANY),a company organized under the laws ofthe Province of Nova ScotiaBy: ————————————Name: ———————————-Title: ———————————PRECISION FINE PAPERS, INC.a company organized under the laws of OntarioBy: ————————————Name: ———————————-Title: ——————————— S-6 Amendment No. 1 to Second Amended and Restated Credit Agreement”AGENT”BANK OF AMERICA, N.A.,as the AgentBy: ————————————Name: ———————————-Title: ——————————— S-7 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”BANK OF AMERICA, N.A.,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-8 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”GENERAL ELECTRIC CAPITAL CORPORATION,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-9 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”WACHOVIA BANK, NATIONAL ASSOCIATION,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-10 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”JPMORGAN CHASE BANK,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-11 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”WELLS FARGO FOOTHILL, INC.,formerly known Foothill CapitalCorporation, as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-12 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”WASHINGTON MUTUAL BANK,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-13 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”PNC BANK, NATIONAL ASSOCIATION,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-14 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”THE CIT GROUP/BUSINESS CREDIT, INC.,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-15 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”U.S. BANK, NATIONAL ASSOCIATION,as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-16 Amendment No. 1 to Second Amended and Restated Credit Agreement”LENDERS”MERRILL LYNCH CAPITAL,a division of Merrill Lynch BusinessFinancial Services Inc., as a LenderBy: ————————————Name: ———————————-Title: ——————————— S-17 Amendment No. 1 to Second Amended and Restated Credit Agreement