CENVEO CORPORATION the GUARANTORS named in Schedule I hereto and as Trustee FIFTH SUPPLEMENTAL INDENTURE Supplementing the Indenture of June 13, 2008 Dated as of March 28, 2012
_________________________________
CENVEO CORPORATION
the GUARANTORS named in Schedule I hereto
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
_________________________________
Supplementing the Indenture of
June 13, 2008
_________________________________
Dated as of March 28, 2012
10.5% SENIOR NOTES DUE 2016
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of March 28, 2012, 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, the Second Supplemental Indenture dated as of October 15, 2009, the Third Supplemental Indenture dated as of December 21, 2010, and the Fourth Supplemental Indenture dated as of March 2, 2011, the “Indenture”);
WHEREAS, the Company has been soliciting consents to this Fifth Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated February 29, 2012 (as supplemented from time to time prior to the date hereof, the “Statement”) and the related consent and letter of transmittal that applies to the Notes; and
WHEREAS, pursuant to and in accordance with Section 9.02 of the Indenture, the Company has obtained, on or prior to the date hereof, the consent of a majority in principal amount of the outstanding Notes.
WHEREAS, the Company has authorized the execution and delivery of this Fifth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifth 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 Article Nine of the Indenture, the Company agrees with the Guarantors and the Trustee as follows:
ARTICLE 1.
AMENDMENTS
|
SECTION 1.01.
|
DELETION OF DEFINITIONS AND RELATED REFERENCES
|
Article 1 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references in the Indenture are eliminated as a result of the amendments set forth in Section 1.02 of this Fifth Supplemental Indenture.
SECTION 1.02. AMENDMENTS
Subject to Section 2.01 of this Fifth Supplemental Indenture, the Indenture is hereby amended by deleting the following provisions of the Indenture and all references thereto in their entirety and inserting in lieu thereof “Reserved”:
|
(i)
|
Article IV (other than Sections 4.01);
|
|
(ii)
|
Article V;
|
|
(iii)
|
Section 6.01(e); and
|
|
(iv)
|
Section 6.01(f).
|
ARTICLE 2.
MISCELLANEOUS
|
SECTION 2.01.
|
OPERATIVE DATE
|
This Fifth Supplemental Indenture is effective when executed (the “Operative Date”). Notwithstanding the foregoing sentence, the provisions of Article 1 of this Fifth Supplemental Indenture shall become operative only upon the acceptance for purchase by the Company of at least a majority in principal amount of outstanding Notes pursuant to the Statement.
|
SECTION 2.02.
|
COUNTERPART ORIGINALS
|
The parties may sign any number of copies of this Fifth 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 Fifth 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 Fifth Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date and year first written above.
|
CENVEO CORPORATION
|
|||
|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
||
|
Title:
|
Chief Financial Officer
|
||
|
EACH ENTITY LISTED ON SCHEDULE I HERETO
|
|||
|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
||
|
Title:
|
Chief Financial Officer
|
||
|
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
||
|
Name:
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
||
|
Title:
|
Vice President
|
||
10.5% FIFTH SUPPLEMENTAL INDENTURE
SCHEDULE I
Discount Labels, LLC
Cenveo Alberta Finance LP
Cenveo Government Printing, Inc.
Cenveo Services, LLC
Cenveo ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ Company
Cenveo Commercial Ohio, LLC
Cenveo Omemee LLC
Colorhouse China, Inc.
CRX JV, LLC
CRX Holding, Inc.
Rx Technology Corp.
RX JV Holding, Inc.
PC Ink Corp.
Cenveo NIC, Inc.
Cadmus Printing Group, Inc.
▇▇▇▇▇▇▇▇ 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/▇’▇▇▇▇▇ Marketing, Inc.
Old TSI, Inc.
Cadmus Investments, LLC
Port City Press, Inc.
Science Craftsman Incorporated
Cadmus International Holdings, Inc.
CDMS Management, LLC,
▇▇▇▇▇▇▇ Printers Inc.
VSUB Holding Company
Madison/▇▇▇▇▇▇ ColorGraphics, Inc.
Madison/▇▇▇▇▇▇ ColorGraphics Interstate Services, Inc.
Commercial Envelope Manufacturing Co., Inc.
Cenveo CEM, LLC
Cenveo CEM, Inc.
CNMW Investments, Inc.
▇▇▇ 2010, LLC (formerly known as ▇▇▇ Corporation)
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC
Lightning Labels, LLC
Nashua Corporation
Nashua International, Inc.
CMS ▇▇▇▇▇▇▇▇ Packaging Systems, Inc.
Impaxx, Inc.
Envelope Product Group, LLC