Attached files
| file | filename |
|---|---|
| EX-31.1 - CENVEO, INC | ex31p1.htm |
| EX-23.2 - CENVEO, INC | ex23p2.htm |
| EX-32.1 - CENVEO, INC | ex32p1.htm |
| EX-32.2 - CENVEO, INC | ex32p2.htm |
| EX-4.28 - CENVEO, INC | ex4p28.htm |
| EX-21.1 - CENVEO, INC | ex21p1.htm |
| EX-23.1 - CENVEO, INC | ex23p1.htm |
| EX-31.2 - CENVEO, INC | ex31p2.htm |
| EX-10.20 - CENVEO, INC | ex10p20.htm |
| 10-K - CENVEO, INC | cenveo10k.htm |
SECOND
LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT
This
SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of February 5,
2010 (this “Agreement”), among
CENVEO CORPORATION,
a Delaware
corporation (the “Issuer”), the other
Persons (such capitalized term and all other capitalized terms not otherwise
defined herein to have the meanings provided for in the Security Agreement
referred to below) identified in the signature pages hereof (the Issuer and such
other Persons are each referred to herein, individually, as a “Grantor” and,
collectively, as the “Grantors”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”)
for the Secured Parties.
W
I T N E S S E T H:
WHEREAS, pursuant to a Second
Lien Pledge and Security Agreement dated as of February 5, 2010 (as such
agreement may be amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”),
among the Issuer, Cenveo, Inc., a Colorado corporation (“Holdings”), the other
Grantors, the other Domestic Subsidiaries of Holdings named therein and from
time to time party thereto and the Collateral Agent, and in order to obtain the
benefits referred to therein, each Grantor has granted to the Collateral Agent a
security interest in substantially all of such Grantor’s property, including,
without limitation, the Collateral referred to in Section 1 below;
and
WHEREAS, pursuant to the
Security Agreement, each Grantor has agreed to execute this Agreement in respect
of its Collateral for recording with the U.S. Patent and Trademark Office, the
United States Copyright Office and any other office in which a security interest
in the Collateral may be recorded under the laws of any other applicable
jurisdiction;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements
hereinafter set forth, each Grantor and the Collateral Agent agree as
follows:
1. Grant
of Security. Each
Grantor hereby grants to the Collateral Agent for the ratable benefit of the
Secured Parties a security interest in and to all of such Grantor’s right, title
and interest in and to the following (the “Collateral”):
(a) the
United States, international, and foreign patents, patent applications and
patent licenses set forth in Schedule A hereto
opposite the name of such Grantor, as Schedule A may be
supplemented from time to time by supplements to the Security Agreement and this
Agreement which may be executed and delivered by such Grantor to the Collateral
Agent from time to time, together with all reissues, divisions, continuations,
continuations-in-part, extensions and reexaminations thereof, and all rights
therein provided by international treaties or conventions (the “Patents”);
(b) the
United States and foreign trademark and service mark registrations,
applications, and licenses set forth in Schedule B hereto
opposite the name of such Grantor, as Schedule B may be
supplemented from time to time by supplements to the Security Agreement
Intellectual Property Security
Agreement
and this
Agreement which may be executed and delivered by such Grantor to the Collateral
Agent from time to time (the “Trademarks”);
(c) the
United States and foreign copyright registrations and applications and copyright
licenses set forth in Schedule C hereto
opposite the name of such Grantor, as Schedule C may be
supplemented from time to time by supplements to the Security Agreement and this
Agreement which may be executed and delivered by such Grantor to the Collateral
Agent from time to time (the “Copyrights”);
(d) any
and all claims for damages for past, present and future infringement,
misappropriation or breach with respect to the Patents, Trademarks or
Copyrights, with the right, but not the obligation, to sue for and collect, or
otherwise recover, such damages; and
(e) any
and all Proceeds of the foregoing.
2. Security
for Obligations. The
grant of a security interest in the Collateral by each Grantor under this
Agreement secures the payment of all Secured Obligations of such Grantor now or
hereafter existing, whether direct or indirect, absolute or contingent, and
whether for principal, reimbursement obligations, interest, premiums, penalties,
fees, indemnifications, contract causes of action, costs, expenses or
otherwise.
3. Recordation.
Each
Grantor authorizes and requests that the Register of Copyrights, the
Commissioner of Patents and Trademarks and any other applicable government
officer record this Agreement.
4. Post-Closing
Covenant. Notwithstanding
anything to the contrary contained in this Agreement, the Security Agreement or
the Indenture, within 5 business days of the date hereof, the applicable
Grantors shall use commercially reasonable efforts to deliver to the Collateral
Agent the information to be included in Schedule A, Schedule B and Schedule C to
this Agreement, in each case, in form and substance reasonably satisfactory to
the Initial Purchasers and the Collateral Agent and their respective
counsel.
5. Execution
in Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
6. Grants,
Rights and Remedies. This
Agreement has been entered into in conjunction with the provisions of the
Security Agreement. Each Grantor does hereby acknowledge and confirm
that the grant of the security interest
hereunder to, and the rights and remedies of, the Collateral Agent with respect
to the Collateral are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated herein by reference as if fully set
forth herein.
Notwithstanding
anything herein to the contrary, the lien and security interest granted to the
Collateral Agent pursuant to this Agreement and the exercise of certain rights
and remedies by the Collateral Agent hereunder are subordinated and subject to
the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and this Agreement,
the terms of the Intercreditor Agreement shall govern and
control.
- 2
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Intellectual Property Security
Agreement
7. Governing
Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.
[Signatures
follow.]
- 3 -
Intellectual Property Security
Agreement
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly
authorized officers as of the day and year first above written.
|
CENVEO
CORPORATION
(“Issuer”)
By:
/s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
CENVEO,
INC.
(“Grantor”)
By:
/s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
|
Address for notices
to any
Grantor:
c/o
CENVEO
CORPORATION
One
Canterbury Green
201
Broad Street
Stamford,
CT 06901
Attention: Treasurer
Telephone: (203)
595-3025
Facsimile: (203)
595-3076
|
CADMUS
INTERACTIVE, INC.,
a Georgia
corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
CADMUS
JOURNAL SERVICES, INC.,
a
Virginia corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
CADMUS
UK, INC.,
a
Virginia corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
CDMS
MANAGEMENT, LLC,
a
Delaware limited liability company
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
Signature Page
Intellectual Property Security
Agreement
CENVEO
COMMERCIAL OHIO, LLC,
a
Colorado limited liability company
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
CENVEO
GOVERNMENT PRINTING, INC.,
a
Colorado corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
COMMERCIAL
ENVELOPE MANUFACTURING CO. INC.,
a New
York corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
DISCOUNT
LABELS, LLC,
an
Indiana limited liability company
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
GARAMOND/PRIDEMARK
PRESS, INC.,
a
Maryland corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
LIGHTNING
LABELS, LLC,
a
Delaware limited liability company
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
- 5 -
Intellectual Property Security
Agreement
MADISON/GRAHAM
COLORGRAPHICS, INC.,
a
California corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
NASHUA
CORPORATION,
a
Delaware corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
PRINTEGRA
CORPORATION,
a Georgia
corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
RX
TECHNOLOGY CORP.,
a
Delaware corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
WASHBURN
GRAPHICS, INC.,
a North
Carolina corporation
By: /s/ Mark
S.
Hiltwein
Name:
Mark S. Hiltwein
Title:
Chief Financial Officer
|
WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as
Collateral Agent
(“Collateral
Agent”)
By:
/s/ Raymond
Delli
Colli
Name:
Raymond Delli Colli
Title:
Vice President
|
Address
for notices to
Collateral Agent:
Wells
Fargo Bank, National Association
Corporate
Trust Services
625
Marquette Avenue
11th
floor
Minneapolis,
MN 55402
Attention: Raymond
Delli Colli
Telephone: 212-515-5260
Telecopier: 212-515-1589
E-Mail: Raymond.dellicolli@wellsfargo.com
|
- 6 -
Intellectual Property Security
Agreement
STATE OF
NEW YORK
COUNTY OF
KINGS
I, Donny
Tong, a Notary Public for said County and State, do hereby certify that Raymond
Delli Colli personally came before me this day and acknowledged that he is a
Vice President of Wells Fargo Bank, National Association, a National Banking
Association, and acknowledged, on behalf of Wells Fargo Bank, National
Association, the due execution of the foregoing instrument.
Witness
my hand and official seal, this the 5 day of February, 2010.
(Official
Seal)
/s/ Donny
Tong
Notary
Public
My
Commission expires October 24, 2013
Notary Page
Intellectual Property Security
Agreement