CENVEO CORPORATION the GUARANTORS named in Schedule I hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE

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CENVEO CORPORATION

the GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

FOURTH SUPPLEMENTAL INDENTURE

 

Dated as of March 2, 2011

10½% SENIOR NOTES DUE 2016

 

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 2, 2011, is among Cenveo Corporation, a Delaware 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 10½% Senior Notes due 2016 (the “Notes”), in the aggregate principal amount of $175,000,000, the Company, the Guarantors and the Trustee entered into an indenture dated as of June 13, 2008 (as supplemented by the First Supplemental Indenture dated as of August 20, 2008, the Second Supplemental Indenture dated as of October 15, 2009 and the Third Supplemental Indenture dated as of December 21, 2010, 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 Fourth Supplemental Indenture; and

 

WHEREAS, all things necessary to make this Fourth 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 4.14 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, Envelope Product Group, LLC (the “Additional Guarantor”) 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 10 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 the Additional Guarantor, and (c) to be obligated and bound by all the terms, provisions and covenants under the Indenture (including, without limitation, Article 10 thereof) which are binding on a Guarantor.

 

ARTICLE 2.

MISCELLANEOUS

 

SECTION 2.01.

OPERATIVE DATE

 

This Fourth Supplemental Indenture is effective when executed (the “Operative Date”).

 

SECTION 2.02.

COUNTERPART ORIGINALS

 

The parties may sign any number of copies of this Fourth 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 Fourth 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 Fourth Supplemental Indenture.

 

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date and year first written above.

 

	CENVEO CORPORATION
	By:  /s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer
	EACH ENTITY LISTED ON SCHEDULE I HERETO
	By:  /s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:  /s/ Susan Freedman
	Name:	Susan Freedman
	Title:	Vice President

SCHEDULE I

Cenveo, Inc.

Discount Labels, LLC

Cenveo Alberta Finance LP

Cenveo Government Printing, Inc.

Cenveo Services, LLC

Cenveo McLaren Morris & Todd Company

Cenveo Commercial Ohio, LLC

Cenveo Resale Ohio, LLC

Cenveo Omemee LLC

Colorhouse China, Inc.

CRX JV, LLC

CRX Holding, Inc.

Rx Technology Corp.

RX JV Holding, Inc.

PC Ink Corp.

Printegra Corporation

Cadmus Printing Group, Inc.

Washburn Graphics, Inc.

Cadmus Journal Services, Inc.

Cadmus Financial Distribution, Inc.

Cadmus Technology Solutions, Inc.

Garamond/Pridemark Press, Inc.

Cadmus Delaware, Inc.

Cadmus UK, Inc.

Expert Graphics, Inc.

Cadmus Marketing Group, Inc.

Cadmus Direct Marketing, Inc.

Cadmus Interactive, Inc.

Cadmus Marketing, Inc.

Cadmus/O’Keefe Marketing, Inc.

Old TSI, Inc.

Cadmus Investments, LLC

Port City Press, Inc.

Science Craftsman Incorporated

Cadmus International Holdings, Inc.

CDMS Management, LLC,

Vaughan Printers Inc.

VSUB Holding Company

Madison/Graham ColorGraphics, Inc.

Madison/Graham ColorGraphics Interstate Services, Inc.

Commercial Envelope Manufacturing Co., Inc.

Berlin & Jones Co., LLC

Heinrich Envelope, LLC

Cenveo CEM, LLC

Cenveo CEM, Inc.

CNMW Investments, Inc.

Rex 2010, LLC (formerly known as Rex Corporation)

136 Eastport Road, LLC

Lightning Labels, LLC

Nashua Corporation

Nashua International, Inc.

CMS Gilbreth Packaging Systems, Inc.

Impaxx, Inc.

Envelope Product Group, LLC