CENVEO, INC. SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT (2002-11-04)
THIS SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT (this "Agreement"), dated as of August 6, 2002, is among MAIL-WELL I CORPORATION, a Delaware corporation (the "Lessee"); FLEET CAPITAL CORPORATION, a Rhode Island corporation, as arranger and as agent for the Trust Certificate Purchasers (the "Agent"); FLEET NATIONAL BANK, a national banking association, ORIX FINANCIAL SERVICES, INC., a New York corporation, and U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as trust certificate purchasers (the "Trust Certificate Purchasers"); and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly provided herein, but solely as trustee (the "Lessor Trustee") under MW 1997-1 Trust created under the Trust Agreement referred to below.