Exhibit 10.21
EXECUTION VERSION
AMENDMENT AGREEMENT NO. 2
This Amendment Agreement No. 2 (this "Amendment"), dated as of
March 25, 2004, amends (i) that certain Second Amended and Restated Guaranty
Agreement, dated as of August 6, 2002 (the "Guaranty"), among Mail-Well I
Corporation ("Lessee"); Mail-Well, Inc. ("Mail-Well" or "Parent") and
certain subsidiaries of Lessee (Parent and each such subsidiary,
individually, a "Guarantor" and, collectively, the "Guarantors"); Fleet
National Bank, ORIX Financial Services, Inc., and U.S. Bank, National
Association (the "Certificate Holders"); Fleet Capital Corporation, as Agent
for the Certificate Holders (the "Agent"); and Wells Fargo Bank Northwest,
N.A., as lessor trustee (the "Lessor Trustee"), as amended by that certain
Amendment Agreement No. 1, dated as of September 27, 2002 (the "First
Amendment"), (ii) that certain Participation Agreement, dated as of August
6, 2002 (the "Participation Agreement"), among Lessee, the Certificate
Holders, the Agent and the Lessor Trustee, as amended by the First
Amendment, (iii) that certain Second Amended and Restated Equipment Lease,
dated as of August 6, 2002 ("Lease"), between the Lessor Trustee and Lessee,
(iv) that certain Lease Supplement No. 1, dated as of August 6, 2002 (the
"Lease Supplement"), between the Lessor Trustee and Lessee, and (v) that
certain Second Amended and Restated Lessor Trust Agreement, dated as of
August, 6, 2002 ("Trust Agreement"), among the Lessor Trustee and the
Certificate Holders. Except as provided in Section 6.1 of the Guaranty and
unless otherwise defined in the Guaranty, capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to such terms in
Annex I to the Participation Agreement.
RECITALS
WHEREAS, the Guarantors, Lessee, the Agent, the Certificate Holders
and the Lessor Trustee have entered into the Guaranty; Lessee, the
Certificate Holders, the Agent and the Lessor Trustee have entered into the
Participation Agreement; Lessee and the Lessor Trustee have entered into the
Lease and the Lease Supplement; and the Lessor Trustee and the Certificate
Holders have entered into the Trust Agreement;
WHEREAS, the Guarantors and Lessee desire to amend the Guaranty,
Lessee desires to amend the Participation Agreement, the Lease and the Lease
Supplement, and the Lessor Trustee desires to amend the Trust Agreement; and
WHEREAS, the Agent, the Certificate Holders and the Lessor Trustee
are willing to do so, subject to the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the premises herein contained
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Guarantors, Lessee, the Agent, the Certificate
Holders and the Lessor Trustee hereby agree as follows.
AGREEMENT
Section 1. Amendments to the Guaranty. The Guarantors, Lessee, the
--------------------------
Agent, the Trust Certificate Purchasers and the Lessor Trustee amend the
Guaranty as follows:
A. The first paragraph of Section 4.2 of the Guaranty
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is hereby amended in its entirety to read as follows:
Financial Information. Parent shall, and shall
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cause each of its Subsidiaries to promptly furnish to the
Agent, all such financial information as the Agent shall
reasonably request. Sufficient hard copies or an
electronic version of all such financial information shall
be delivered to the Agent by Parent and its Subsidiaries
to enable the Agent to deliver such information to each
Certificate Holder. Without limiting the foregoing, Parent
and its Subsidiaries will furnish to the Agent, in such
detail as the Agent or the Certificate Holders shall
request, the following:
B. Section 4.2(c) of the Guaranty is hereby deleted
--------------
in its entirety.
C. The first sentence of Section 4.2(d) of the
--------------
Guaranty is hereby amended in its entirety to read as follows:
With each of the annual audited Financial
Statements delivered pursuant to Section 4.2(a), and
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within 30 days after the end of each month, a certificate
of a Responsible Officer of Parent setting forth in
reasonable detail the calculations required to establish
that Parent and its Subsidiaries were in compliance with
the covenants set forth in Section 5.22 during the period
covered (excluding the comparable prior period) in such
Financial Statements and as at the end thereof.
D. Section 4.2(e) of the Guaranty is hereby amended
--------------
in its entirety to read as follows:
(e) No later than the 15th day of each Fiscal
Year, annual forecasts (to include forecasted consolidated
and consolidating (by business segment) balance sheets,
income statements and cash flow statements) for Parent and
its Subsidiaries as at the end of and for each month of
such Fiscal Year.
E. Sections 5.22 and 5.23 of the Guaranty are hereby
------------- ----
amended in their entirety to read as follows:
5.22 Fixed Charge Coverage Ratio. During each
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Financial Covenant Trigger Period, Parent will maintain a
Fixed Charge Coverage Ratio of not less than 1.00:1.00.
The Fixed Charge Coverage Ratio shall be calculated as of
the last day of each fiscal month of Parent, on the basis
of the 12-fiscal-month period ending on such date, and
based upon the most recently delivered monthly Financial
Statements and compliance certificates received by the
Agent in accordance with Section 4.2 (which may be for a
fiscal month ended prior to the commencement of a
Financial Covenant Trigger Period). For purposes of this
Section 5.22, "Financial Covenant 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 continuing until the first
day of any fiscal month on which each of the following is
true: (a) Parent has demonstrated a Fixed Charge Coverage
Ratio of not less than 1.00:1.00 as of the immediately
preceding
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fiscal month end; (b) 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; and (c) no
subsequent Financial Covenant Trigger Period has commenced
and is continuing.
5.23 Minimum Availability. Lessee and each
--------------------
Subsidiary shall maintain Availability of not less than
$25,000,000 (with all obligations of Lessee and its
Subsidiaries current) at all times until and including the
date on which Lessee and its Subsidiaries demonstrate to
the satisfaction of the "Agent" under the Credit Agreement
that they can provide weekly reporting of their sales and
collections and weekly accounts receivable roll-forwards.
F. The definition of "Credit Agreement" set forth in
Section 6.1 of the Guaranty is restated as follows:
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"Credit Agreement" means the Second Amended and
Restated Credit Agreement, dated as of March __, 2004,
among Mail-Well, certain affiliates of Mail-Well,
including Lessee, Bank of America, N.A. and the other
financial institutions party thereto.
Section 2. Amendments to Participation Agreement. Lessee, the
-------------------------------------
Agent, the Certificate Holders and the Lessor Trustee amend the
Participation Agreement as follows:
A. The definition of "Applicable Margin" set forth
in Annex I to the Participation Agreement is restated as follows:
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"Applicable Margin" means, with respect to any
Interest Period, for any Series A Trust Certificate or
Series B Trust Certificate, an amount to be determined for
such Interest Period in accordance with the following
schedule:
IF FIXED CHARGE COVERAGE RATIO IS: LEVEL OF APPLICABLE MARGINS:
--------------------------------- ---------------------------
(greater than) 1.40:1.00 Level I
(greater than) 1.20:1.0, but (less than or equal to) 1.40:1.00 Level II
(less than or equal to) 1.20:1.00 Level III
LOAN APPLICABLE MARGINS
---- ------------------
Level I Level II Level III
------- -------- ---------
LIBOR Revolving Loans 3.25% 3.50% 3.75%
B. The definition of "Purchase Price" set forth in
Annex I to the Participation Agreement is restated as follows:
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"Purchase Price" with respect to the Equipment
shall mean an amount equal to the aggregate Purchase Price
of all Items of Equipment then subject to the Lease that
are being purchased or sold (immediately prior to the
subject purchase or sale). The "Purchase Price" with
respect to any Item of Equipment shall mean an amount
equal to the product of (i) the quotient of the Equipment
Cost of such Item of Equipment divided by the aggregate
Equipment Cost of all
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Items of Equipment then subject to the Lease, multiplied
by (ii) the Lease Balance.
Section 3. Amendments to Lease. Lessee and the Lessor Trustee amend
-------------------
the Lease as follows:
A. The second sentence of Section 18.1(a) of the Lease
is hereby amended in its entirety to read as follows:
The Lessee shall give to the Lessor Trustee and
the Agent written notice at least 60 days prior to the
Expiration Date of its election to exercise its option to
purchase set forth in the preceding sentence.
B. Section 18.1(b) of the Lease is hereby amended
in its entirety to read as follows:
(b) In addition to its rights under Section
18.1(a), so long as no Default or Event of Default has
occurred and is continuing, the Lessee shall have the
right on any Scheduled Payment Date to purchase all but
not less than all of the Equipment for the Purchase Price,
plus, for any purchase before March [31], 2005, a
prepayment premium equal to 1% of the Purchase Price, plus
all other amounts then due under the Lease. The Lessee
shall give to the Lessor Trustee written notice at least
60 days prior to such Scheduled Payment Date of its
election to exercise its option to purchase the Equipment.
Payment of the amounts described in the first sentence of
this Section 18.1(b) shall be made on such Scheduled
Payment Date at the place of payment specified in Section
3.4 hereof in immediately available funds, and transfer of
title to the Equipment shall be in accordance with the
procedures set forth in Section 19.
C. The following new Section 18.2 is hereby added to
the Lease:
18.2 Purchase of Items of Equipment.
------------------------------
(a) So long as no Default or Event of Default
has occurred and is continuing, the Lessee shall have the
right, to be exercised no more than once per year (as
measured from the Closing Date), on any Scheduled Payment
Date, to purchase any number of Items of Equipment (as
long as the aggregate Equipment Cost for all Items of
Equipment then being purchased is at least $1,000,000) for
an amount equal to the Purchase Price, plus the applicable
Prepayment Premium (as defined below), plus all other
amounts then due under the Lease. The Lessee shall give to
the Lessor Trustee written notice at least 60 days prior
to such Scheduled Payment Date of its election to exercise
its purchase option set forth in the preceding sentence.
Payment of the amount described in the first sentence of
this Section 18.2(a) shall be made at the place of payment
specified in Section 3.4 hereof in immediately available
funds, and transfer of title to the Items of Equipment
shall be in accordance with the procedures set forth in
Section 19. If the Lessee elects to exercise its option to
purchase set forth in this Section 18.2(a), then the
Lessee must purchase the balance of the Equipment on the
Expiration
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Date in accordance with the procedures in Section 18.1(a)
hereof. For the purposes of this Section 18.2(a),
"Prepayment Premium" means (i) if the partial prepayment
occurs on or before the first anniversary of the Closing
Date, an amount equal to 5% of the Purchase Price or (ii)
if the partial prepayment occurs after the first
anniversary and on or before the second anniversary of the
Closing Date, an amount equal to 4% of the Purchase Price
or (iii) if the partial prepayment occurs after the second
anniversary and on or before the third anniversary of the
Closing Date, an amount equal to 3% of the Purchase Price
or (iv) if the partial prepayment occurs after the third
anniversary and on or before the fourth anniversary of the
Closing Date, an amount equal to 2% of the Purchase Price
or (v) if the partial prepayment occurs after the fourth
anniversary but before the Expiration Date, an amount
equal to 1% of the Purchase Price.
(b) So long as no Default or Event of Default
has occurred and is continuing, the Lessee shall have the
right, in lieu of any other partial prepayment after the
first anniversary and on or before the second anniversary
of the Closing Date, to purchase on March 25, 2004 any
number of Items of Equipment (as long as the aggregate
Equipment Cost for all Items of Equipment then being
purchased is at least $1,000,000) for an amount equal to
the Purchase Price, plus a prepayment premium equal to 2%
of the Purchase Price, plus all other amounts then due
under the Lease. Payment of the amount described in the
preceding sentence shall be made at the place of payment
specified in Section 3.4 hereof in immediately available
funds, and transfer of title to the Items of Equipment
shall be in accordance with the procedures set forth in
Section 19.
D. Section 19.1 of the Lease is hereby amended in
its entirety to read as follows:
19.1 Provisions Relating to the Purchase of
--------------------------------------
Equipment; Conveyance upon Certain Other Events. In
-----------------------------------------------
connection with the Lessee's purchase of the Equipment or
any Items of Equipment in accordance with Section 18.1 or
Section 18.2 or in connection with the Lessee's
obligations under Section 16.2(e), on the date on which
this Lease is to expire or terminate or on any Scheduled
Payment Date or on March 25, 2004, as applicable, and upon
tender by the Lessee of the amounts set forth in Sections
16 or 18, as applicable, to the Lessor Trustee, the Lessor
Trustee shall convey to the Lessee (or to the Lessee's
designee) at the Lessee's cost and expense all of the
Lessor Trustee's right, title and interest in and to the
Equipment, AS-IS, WHERE-IS, without recourse or warranty,
express or implied except for a warranty against Lessor's
Liens.
Section 4. Amendments to Lease Supplement. Lessee and the Lessor
------------------------------
Trustee amend the Lease Supplement as follows:
A. Schedule 1 to the Lease Supplement is hereby
deleted in its entirety and replaced with new Schedule 1 attached
hereto as Exhibit A.
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Section 5. Amendments to Trust Agreement. The Lessor Trustee and
-----------------------------
the Certificate Holders amend the Trust Agreement as follows:
A. Section 5.2 of the Trust Agreement is hereby
amended in its entirety to read as follows:
(a) Any payment received by the Lessor Trustee
as a result of the purchase of all or any portion of the
Equipment pursuant to Section 18.1 or 18.2 of the Lease or
in compliance with the obligation to purchase all the
Equipment in accordance with Section 16.2(e) of the Lease
shall be applied to the payment or prepayment, as
applicable, of the Trust Certificates in accordance with
Section 6.2(a) or 6.3, as applicable, of this Agreement.
(b) Within five days after receipt by the
Lessor Trustee of any written notice from the Lessee given
pursuant to the Lease of the intention of the Lessee to
purchase all or a portion of the Lessor Trustee's interest
in the Equipment pursuant to Section 18.1 or Section 18.2
of the Lease, the Lessor Trustee shall furnish to each of
the Certificate Holders a copy of such notice. If 180 days
prior to the Expiration Date the Lessor Trustee has not
received written notice from the Lessee given pursuant to
the Lease of the intention of the Lessee to arrange for
the sale of the Equipment to a third party pursuant to
Section 18.3 of the Lease or to purchase the Equipment
pursuant to Section 18.1 of the Lease, the Lessor Trustee
shall within 10 days thereafter furnish to the Lessee and
each of the Certificate Holders written notice that the
Lessor Trustee has not received either such notice from
the Lessee and, as a result, the Lease provides that the
Lessee shall purchase the Lessor Trustee's interest in the
Equipment. In either of such events, the Lessor Trustee
will comply with all applicable provisions of the Lease so
that the purchase of such interest in the Equipment or
Items of Equipment by the Lessee shall be duly consummated
within the time period prescribed by the Lease. If the
Lessee purchases the Lessor Trustee's interest in the
Equipment pursuant to Section 18.1 of the Lease or any
Items of Equipment pursuant to Section 18.2 of the Lease
and makes the payment of the Purchase Price therefor to
the Lessor Trustee, then the Lessor Trustee shall execute
and deliver to the Lessee a release of the Equipment or
Items of Equipment from the lien of the Lease and any
other security documents promptly after receipt of such
payment and all other sums then due and payable under the
Lease. Each bill of sale or other instrument of conveyance
or assignment executed and delivered by the Lessor Trustee
with respect to the Equipment or Items of Equipment
pursuant to this Section 5.2(b) shall be binding upon the
Certificate Holders and every future owner of any interest
in the Equipment or Items of Equipment with the same
effect as if all Certificate Holders had executed and
delivered it.
Section 6. Waiver. The Certificate Holders waive receipt of notice
------
under Section 5.9(b) of the Guaranty with respect to the mergers of (a) ABP
Books, Inc. into Mail-Well I Corporation, (b) Hill Graphics, Inc. into
Mail-Well Commercial Printing, Inc. and (c) Mail-Well Services, Inc. into
Mail-Well Commercial Printing, Inc. Each of Lessee and Mail-Well Commercial
Printing, Inc. acknowledges that it has continuing liability for each of the
foregoing subsidiaries that was
6
merged into it and that the Agent's, the Lessor Trustee's and the
Certificate Holders' rights, remedies and other interests under the
Operative Agreements shall remain unimpaired as a result of all of the
foregoing mergers.
Section 7. Conditions. The effectiveness of this Amendment is
----------
subject to the satisfaction of the following conditions precedent:
A. Amendments. Receipt by the Agent of copies of
----------
this Amendment signed by Lessee, the Guarantors, the Agent, the
Certificate Holders and the Lessor Trustee and evidence,
satisfactory to the Agent, that the parallel financial covenants
contained in the Credit Agreement have been amended in the same
manner as set forth in this Amendment.
B. Fees. The Agent shall have received: (i) an
----
amendment fee, for the ratable benefit of the Certificate Holders,
equal to 25 basis points of the outstanding principal amount of the
Trust Certificates as of the date of this Amendment, and (ii) an
arranger fee, both of which shall be fully earned when paid.
C. Other Documents. Lessee and the Guarantors shall
---------------
have executed and delivered to the Agent such other documents and
instruments as the Agent may reasonably require in furtherance of
this Amendment.
Section 8. Miscellaneous.
-------------
A. Representations by Lessee. Lessee represents as
-------------------------
follows:
i. Each Item of Equipment is in full use
and operating at the Site specified in Schedule 1 to the Lease Supplement
(as Schedule 1 is amended by this Amendment), and all applicable UCC filings.
ii. No Liens (other than Permitted Liens)
have been created or filed against any Item of Equipment.
iii. Lessee is not, and as a result of this
Amendment will not be, in violation in any material respect of any term of
any charter instrument, by-law or other material agreement or instrument to
which it is a party or by which it may be bound. Lessee is in compliance
with all laws, ordinances, governmental rules and regulations to which it is
subject, the failure to comply with which would have a material and adverse
effect on its operations or condition, financial or otherwise, or would
impair the ability of Lessee to perform its obligations under the Lessee
Agreements, and has obtained all licenses, permits, franchises and other
governmental authorizations material to the conduct of its business.
B. Representations by the Guarantors. Each of the
---------------------------------
Guarantors represents as follows:
i. The Guarantor is not, and as a result of
this Amendment will not be, in violation in any material respect of any term
of any charter instrument, by-law or other material agreement or instrument
to which it is a party or by which it may be bound. The
7
Guarantor is in compliance with all laws, ordinances, governmental rules and
regulations to which it is subject, the failure to comply with which would
have a material and adverse effect on its operations or condition, financial
or otherwise, or would impair the ability of the Guarantor to perform its
obligations under the Operative Agreements to which it is a party, and has
obtained all licenses, permits, franchises and other governmental
authorizations material to the conduct of its business.
C. Survival of Representations and Warranties.
------------------------------------------
All representations and warranties made by either Lessee or any
Guarantor in the Guaranty, the Participation Agreement, the Lease,
the Lease Supplement or any other document or documents relating
thereto, including, without limitation, any Operative Agreement
furnished in connection with this Amendment shall survive the
execution and delivery of this Amendment and the other Operative
Agreements, and no investigation by the Agent or the Certificate
Holders or any closing shall affect the representations and
warranties or the right of the Agent or Certificate Holders to rely
thereon.
D. Reference to Agreements. The Guaranty, the
-----------------------
Participation Agreement, the Lease, the Lease Supplement, the Trust
Agreement and each other Operative Agreement, and any and all other
agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof, or pursuant to the terms of
the Guaranty, the Participation Agreement, the Lease, the Lease
Supplement or the Trust Agreement as amended hereby, are hereby
amended so that any reference therein to the Guaranty, the
Participation Agreement, the Lease, the Lease Supplement or the
Trust Agreement shall mean, respectively, a reference to the
Guaranty, the Participation Agreement, the Lease, the Lease
Supplement or the Trust Agreement as amended hereby.
E. Agreements Remain in Effect. The Guaranty, the
---------------------------
Participation Agreement, the Lease, the Lease Supplement, the Trust
Agreement and other Operative Agreements, as amended hereby, remain
in full force and effect and Lessee and the Guarantors ratify and
confirm their agreements and covenants contained therein. Lessee
and the Guarantors hereby confirm that, after giving effect to this
Amendment no Event of Default or Default exists as of the date
hereof.
F. Severability. Any provision of this Amendment held
------------
by a court of competent jurisdiction to be invalid or unenforceable
shall not impair or invalidate the remainder of this Amendment and
the effect thereof shall be confined to the provision so held to be
invalid or unenforceable.
G. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
--------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING ITS CHOICE OF LAWS PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION).
H. Successors and Assigns. This Amendment is binding
----------------------
upon and shall inure to the benefit of the Agent, the Lessor Trustee,
the Certificate Holders, Lessee and the Guarantors and their
respective successors and assigns; provided, that Lessee and the
8
Guarantors may not assign or transfer any of their rights or
obligations hereunder without the prior written consent of the
Certificate Holders.
I. Counterparts. This Amendment may be executed in
------------
one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall
constitute one and the same instrument. Each party agrees that it
will be bound by its own telecopied signature and that it accepts
the telecopied signature of each other party.
J. Headings. The headings, captions and arrangements
--------
used in this Amendment are for convenience only and shall not affect
the interpretation of this Amendment.
K. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH
------------------
THE OTHER OPERATIVE AGREEMENTS AS WRITTEN, REPRESENT THE FINAL
AGREEMENT AMONG THE AGENT, THE CERTIFICATE HOLDERS, THE LESSOR
TRUSTEE, LESSEE AND THE GUARANTORS AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF THEIR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE AGENT,
THE CERTIFICATE HOLDERS, THE LESSOR TRUSTEE, LESSEE AND THE
GUARANTORS.
[Remainder of this Page is Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first above written.
GUARANTORS
MAIL-WELL, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
COLORHOUSE CHINA, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
DISCOUNT LABELS, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
MAIL-WELL COMMERCIAL PRINTING, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
[Amendment Agreement No. 2]
GUARANTORS
MAIL-WELL GOVERNMENT PRINTING, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
MAIL-WELL MEXICO HOLDINGS, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
MAIL-WELL SERVICES, LLC
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
MAIL-WELL TEXAS FINANCE LP
By: MAIL-WELL I CORPORATION,
its General Partner
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
MAIL-WELL WEST, INC.
By /s/ Robert Meyer
--------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
[Amendment Agreement No. 2]
GUARANTORS
MMTP HOLDINGS, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
NATIONAL GRAPHICS COMPANY
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
POSER BUSINESS FORMS, INC.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
WISCO III, L.L.C.
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
[Amendment Agreement No. 2]
LESSEE
MAIL-WELL I CORPORATION
By /s/ Robert Meyer
------------------------------
ROBERT MEYER
Its: VICE PRESIDENT-TREASURER & TAX
[Amendment Agreement No. 2]
AGENT
FLEET CAPITAL CORPORATION
By /s/ Lori J. Noberini
------------------------------
Its: Assistant Vice President
[Amendment Agreement No. 2]
TRUST CERTIFICATE PURCHASER
FLEET NATIONAL BANK
By /s/ Lori J. Noberini
------------------------------
Its: Assistant Vice President
[Amendment Agreement No. 2]
TRUST CERTIFICATE PURCHASER
ORIX FINANCIAL SERVICES, INC.
By /s/ R. Terry Standifer
------------------------------
R. Terry Standifer
Its: Vice President
[Amendment Agreement No. 2]
TRUST CERTIFICATE PURCHASER
U.S. BANK, NATIONAL ASSOCIATION
By /s/ Thomas McCarthy
------------------------------
Its: Vice President
[Amendment Agreement No. 2]
LESSOR TRUSTEE
WELLS FARGO BANK NORTHWEST, N.A.,
as Lessor Trustee
By /s/ Nancy M. Dahl
------------------------------
Its: Vice President
[Amendment Agreement No. 2]
EXHIBIT A
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SCHEDULE 1 - AMENDED MARCH 2004
DOVEBID SERIAL CONTRIBUTION
REF # SITE MFG MODEL NUMBER DESCRIPTION TO POOL
8 color, single web, spot and overall
Rotoman UV coating 2 sides, double former
1 Anderson Lithograph MAN Roland N-23 9/16 x 38 4051539 folder, rotary cutter, sheeter (1998) $ 2,598,295.18
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6 color, aqueous coating, 8' extended
delivery, auto plate, CPC 32 CPC 24
image control, Baldwin ink agitators,
Royce coater circulator, Grafix dryer,
2 Color Art Heidelberg CD-102 541298 Tri service cooling system (1998) $ 866,098.39
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Trendsetter Imager of thermal plates and laser
4 GAC Portland CREO Spectrum 3244 S317 matchprints (1999) $ 52,928.24
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6 Color Web Offset Press, 22.6825" x
37.75", Butler Splicer, Gas Dryer,
Wallace Knight Coater, 16 pg Folder,
Scoring Unit, Silicon Applicator
7 GAC Portland Heidelberg Web 16 9L/402129 and Plow Station (1988) $ 433,049.20
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9 GAC Portland Heibelberg H081 540112 8 color, CD, sheetfed press (1998) $ 697,690.37
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Trendsetter Imager of thermal plates and laser
11 GAC Portland CREO Spectrum 3244 S230 matchprints (1999) $ 38,493.26
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Web press six unit, web single folder
12 GAC Portland Heibelberg M-600 mc-y0222-186 web offset press system (1998) $ 2,742,644.91
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56" 6 color press w/aqueous coater
13 Industrial Printing Roland R906-6+LV 7954 (1998) $ 1,395,380.75
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1-color, web fed heatset press. Text
stocks from 18# to 80#. Folding
capabilities: 48 pg for 8.5 x 11, 64
pg for 6 x 9, 96 pg for 5.5 x 8.5,
14 Plus Communications Timson T-48A 19901 192 pg for 4 x 5.625 (1999) $ 1,202,914.44
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Winkler &
15 Chicago Envelope Dunnebier 102 12723 Envelope Machine, 4 Color (1995) $ 240,582.89
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Winkler &
16 Cleveland Envelope Dunnebier 102 10671 Envelope Machine, 3 Color (1985) $ 96,233.15
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Envelope Machine, Web Feed, 3 Color,
17 Chicago Envelope Smithe RA 800 3891 Panel and Patching (1987) $ 120,291.44
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Envelope Machine, Web Feed, 3 Color,
18 Chicago Envelope Smithe RA 800 3767 Panel and Patching (1987) $ 144,349.73
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Winkler & Envelope Machine, Web Feed, 4 Color,
19 Chicago Envelope Dunnebier 527 10900 Panel and Patching (1986) $ 120,291.44
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Color Vision 4 color doctor blade printing, plates
20 Chicago Envelope Smithe 2000 5360 mounted on sleeves (1999) $ 144,349.73
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Envelope machine, web feed, tetraflex
Winkler & C.I. press, panel cut, dual h.s. patch,
21 Chicago Envelope Dunnebier 627 14000 paper splicer, KTI patch splicer (1989) $ 625,515.51
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Winkler & Envelope Machine, Web Feed, Window
22 Chicago Envelope Dunnebier 527 11527 Patch, Panel Cutter, 4 Color (1989) $ 144,349.73
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Envelope Machine, Blank Feed, Patch
23 Cleveland Envelope Smithe RA 800 4342 Unit and Panel Cutter (1990) $ 120,291.44
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Envelope Machine, Web Feed, 3 Color,
24 Chicago Envelope Smithe RA 800 3696 Panel and Patching (1985) $ 96,233.15
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Web feed high speed patcher; prints
25 Cleveland Envelope Smithe SW 5014 4/1 flexo (1997) $ 433,049.20
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Envelope Machine, Web Feed, Windsor
26 Cleveland Envelope Smithe RO 800 4250 Patcher, 5 Color Printing (1989) $ 144,349.73
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Winkler & Envelope Machine, 2 Color, Panel
27 Cleveland Envelope Dunnebier MOH 3562 Cutter (1987) $ 72,174.87
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Envelope Machine, 2 Color, Panel
28 Cleveland Envelope W&D 801.22 10660 Patcher, Latex Applicator (1986) $ 28,869.95
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Envelope Machine, Web Feed, Panel
29 Dallas Envelope Smithe RA 800 5096 and Patching (1998) $ 336,816.04
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Winkler &
30 Dallas Envelope Dunnebier 102 11652 Folding Machine, (1998) $ 96,233.15
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Winkler & With Reelsplicer and Window material
31 Jacksonville Envelope Dunnebier 399HS 12390 splicer (1992) $ 192,466.31
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Winkler &
32 Jacksonville Envelope Dunnebier 102 13224 Envelope Machine, 3 Color (1997) $ 336,816.04
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Envelope Machine, Web Feed, 3 Color,
33 Los Angeles Envelope Smithe RA 800 4681 Patcher and Panel Cutter (1993) $ 192,466.31
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Envelope Machine, Web Feed, Patcher
34 Los Angeles Envelope Smithe RA 800 4351 and Panel Cutter, (1990) $ 168,408.02
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Envelope Machine, Booklet Open End
35 Los Angeles Envelope Smithe BOE 1800 4762 (1994) $ 240,582.89
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4 outside print, 1 inside print, one
36 Los Angeles Envelope F.L. Smithe SW 5323 patcher (1999) $ 481,165.77
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Envelope Machine, 3 Color, Patch Unit,
Winkler & Panel Cutter, single Roll Web Feed
37 Philadelphia Envelope Dunnebier 527-GSV 10468 (1985) $ 120,291.44
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Envelope folding machine with panel
Winkler & cutter and patcher attachment, with
38 Denver Envelope Dunnebier 527GS 13018 3 color printing units (1997) $ 120,291.44
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Six color CD press with coating tower
and extended delivery model CD102-6-L
with all standard features and
39 South Press Heidelberg Speedmaster 538480 accessories (1998) $ 408,990.91
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Envelope folding machine, 3 color,
panel and rotary cutting system, web
Winkler & aligner, one set size change parts for
40 Jacksonville Envelope Dunnebier 102 13219 size 4.5 x 7.75 (1997) $ 336,816.04
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Envelope Machine, 3 Color, Web and
Blank Feed, Panel and Patch Cutter
41 Phoenix Envelope Smithe RA 800 3521 (1985) $ 144,349.73
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Envelope Machine, Blank Feed, 2 Color,
42 Phoenix Envelope Smithe MOH 3962 Panel and Patch Cutter (1998) $ 57,739.89
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8 Color Web Offset, Butler Splicer,
Tec Dryer, Harris Chill Rolls, Western
Rotary Die Cutter, Scheffer Pattern
43 Phoenix Envelope Harris NC450 143315 Fluer (1987) $ 312,757.75
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Color Web Press, Butler Splicer, Tec
Ovens, Harris Chill Rolls, Scheffer
Pattern Gluer and Perforator, Western
44 Phoenix Envelope Harris M-1000 11586 Rotary Die Cutter, 2 3/4x36 (1985) $ 96,233.15
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Web Press, 10 Color with Enkel Splicer,
QuadTech Web Guide, Tec Dryer,
17.795x27.5", western Rotary Die
45 Phoenix Envelope Miller-Nohab CW68 cw68- Cutter, Scheffer pattern Gluer and
68027-31 Folder (1989) $ 144,349.73
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Winkler & Envelope Machine, Web Feed, 4 Color,
46 Phoenix Envelope Dunnebier 527 1049/10726 Patching, (1986) $ 120,291.44
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Envelope Machine, S/N 3447, Web Feed,
47 Los Angeles Envelope Smithe RA 800 3447 3 Color, Patcher and Panel Cutter (1984) $ 120,291.44
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8-Color Web offset printing press, Roll
to Roll, Roll to Fold, Roll to Sheet
press capabilities. File hole station,
48 Toledo Print Xcel Muller Martini Concept KA93.00927 die cut magazine cylinder (1997) $ 625,515.51
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49 Chicago Envelope Smithe BOE 4763 Envelope Mach, Booklet Open End (1994) $ 240,582.89
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$17,451,882.64
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