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

 

CENVEO CORPORATION

the GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

THIRD SUPPLEMENTAL INDENTURE

 

Dated as of December 21, 2010

10.5% SENIOR NOTES DUE 2016

 

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 21, 2010, 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 10.5% 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 and the Second Supplemental Indenture dated as of October 15, 2009, 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 Third Supplemental Indenture; and

 

WHEREAS, all things necessary to make this Third 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, each of CMS Gilbreth Packaging Systems, Inc. and Impaxx, Inc. (collectively, the “Additional Guarantors”) 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 such 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 Third Supplemental Indenture is effective when executed (the “Operative Date”).

 

 

SECTION 2.02.

COUNTERPART ORIGINALS

 

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

 

IN WITNESS WHEREOF, the parties hereto have caused this Third 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

 

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 Corporation

136 Eastport Road, LLC

Lightning Labels, LLC

Nashua Corporation

Nashua International, Inc.

CMS Gilbreth Packaging Systems, Inc.

Impaxx, Inc.