CENVEO CORPORATION,

---

as Issuer,

the GUARANTORS named herein

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 

FIRST SUPPLEMENTAL INDENTURE

---

 

Dated as of December 21, 2010

8.875% Senior Second Lien Notes due 2018

 

THIS FIRST 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 Wells Fargo Bank, National Association, as trustee (the “Trustee”).

 

WHEREAS, in connection with the issuance by the Company of its 8.875% Senior Second Lien Notes due 2018 (the “Notes”), in the aggregate principal amount of $400,000,000, the Company, the Guarantors and the Trustee entered into an indenture dated as of February 5, 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 First Supplemental Indenture; and

 

WHEREAS, all things necessary to make this First 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 Inden ture (including, without limitation, Article 10 thereof) which are binding on a Guarantor.

 

ARTICLE 2.

MISCELLANEOUS

 

SECTION 2.01.

OPERATIVE DATE

 

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

 

 

SECTION 2.02.

COUNTERPART ORIGINALS

 

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

 

IN WITNESS WHEREOF, the parties hereto have caused this First 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

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,  as Trustee

 

By:       /s/ Raymond Delli Colli                                  

Name:  Raymond Delli Colli

Title:    Vice President

SCHEDULE I

Cenveo, Inc.

Cenveo Commercial Ohio, LLC

Cenveo Government Printing, Inc.

Cenveo Services LLC

Cenveo Resale Ohio, LLC

Discount Labels, LLC

Cenveo Omemee LLC

Colorhouse China, Inc.

CRX JV, LLC

CRX Holding, Inc.

Rx Technology Corp.

CNMW Investments, Inc.

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 Incorporated

VSUB Holding Company

Cenveo CEM, LLC

Cenveo CEM, Inc.

Madison/Graham ColorGraphics, Inc.

Madison/Graham ColorGraphics Interstate Services, Inc.

Commercial Envelope Manufacturing Co. Inc.

Berlin & Jones Co., LLC

Heinrich Envelope, LLC

Rex Corporation

 

136 Eastport Road, LLC