e60304529ex10_1.htm


     

    EXECUTION
COPY

     

    
 

     

     

    


    
      


    

     

       

        
          

        

      

    

     

     

     

    REGISTRATION
RIGHTS AGREEMENT

     

    among

     

    CENVEO,
INC.

     

    CENVEO
CORPORATION

     

    THE
GUARANTORS listed on Schedule I hereto as Guarantors

     

    and

     

    LEHMAN
BROTHERS INC.

     

    


     

    Dated as
of June 13, 2008

     

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    EXECUTION
COPY

     

    


    


    REGISTRATION
RIGHTS AGREEMENT

     

    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of June 13, 2008, among Cenveo, Inc., a Colorado
corporation (the “Parent”),
Cenveo Corporation, a Delaware corporation (the “Company”),
the Guarantors listed on Schedule I hereto (the “Guarantors”)
and Lehman Brothers Inc. (“Lehman
Brothers” or the “Manager”).

     

    RECITALS

     

    On August
30, 2007, pursuant to the Loan Agreement, dated August 30, 2007 among the
Company, the Parent, the Guarantors from time to time party thereto and the
lenders party thereto (the “Loan
Agreement”), the Company borrowed $175,000,000 aggregate principal amount
of Senior Unsecured Increasing Rate Loans (the “Loans”).  The
Company used the proceeds of the Loans to complete the acquisition of all of the
issued and outstanding capital stock of Commercial Envelope Manufacturing Co.,
Inc.

     

    Reference
is made to the conversion, pursuant to Section 2.15 of the Loan Agreement, of
the Loans (the “Conversion”)
into an equal principal amount of Senior Notes due 2016, which  notes
will be issued and guaranteed (the “Guarantees”)
pursuant to an Indenture to be dated the date of the Conversion (the “Indenture”),
among the Company, the Parent, the Guarantors and a person qualifying as an
eligible trustee within the requirements of the TIA (the “Trustee”).

     

    AGREEMENT

     

    The
parties agree as follows:

     

    1.      Definitions

     

    Capitalized
terms used herein without definition have the meanings assigned to them in the
Loan Agreement.  As used in this Agreement, the following capitalized
terms shall have the following meanings:

     

    Closing
Date means the date of the closing of the Conversion.

     

    Exchange Act
means the Securities Exchange Act of 1934, as amended.

     

    FINRA
means the Financial Industry Regulatory Authority, Inc.

     

    Freely Tradable
means at such time as a Note (i) may be sold to the public pursuant to
Rule 144 under the Securities Act by a person that is not an “affiliate” (as
defined under the Securities Act) of the Company and (ii) following the one year
anniversary of the Closing Date, does not bear any restrictive legends relating
to the Securities Act.

     

    Guarantee
means the guarantee by any Guarantor of the Company’s obligations under the
Indenture.

     

    Guarantors has the meaning set
forth in the preamble hereto.

     

     

    Holder
means a Person deemed to be a holder of Transfer Restricted Securities where
such Person owns Transfer Restricted Securities of record.

     

    Liquidated
Damages has the meaning set forth in Section 3(a)
hereof.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Loans has the meaning set
forth in the preamble hereto and as defined in the Loan Agreement.

     

    Majority
Holders means the Holders of a majority of the aggregate principal amount
of Notes registered under a Shelf Registration Statement.

     

    Notes
means the Senior Notes due 2016 referred to in the preamble hereto, for so long
as such notes constitute Transfer Restricted Securities.

     

    Person
means an individual, partnership, corporation, limited liability company, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.

     

    Prospectus
means the prospectus included in any Shelf Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Notes covered by such Shelf Registration Statement and by all
other amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such
prospectus.

     

    Registrants
means the Company and the Guarantors.

     

    Registration
Default has
the meaning set forth in Section 2(b)
hereof.

     

    Registration
Expenses has the meaning set forth in Section 5
hereof.

     

    Rule
144 means
Rule 144 promulgated under the Securities Act.

     

    SEC means
the Securities and Exchange Commission.

     

    Securities
Act means the Securities Act of 1933, as amended.

     

    Shelf
Registration has the meaning set
forth in Section
2(a) hereof.

     

    Shelf
Registration Statement means a “shelf” registration statement of the
Company or the Parent pursuant to the provisions of Section 2 hereof, which
covers some or all of the Notes, as applicable, and the related Guarantees on an
appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the SEC, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     

    TIA means
the Trust Indenture Act of 1939, as amended.

     

    Transfer
Restricted Securities means each Note until the earliest to occur
of:  (i) the date on which such Note has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement; or (ii) the date on which such Note is Freely
Tradable.

     

    2.      Shelf
Registration.  If any of the Notes are not Freely Tradable
during the period from the 180th calendar day after the Closing Date to the one
year anniversary of the Closing Date the following provisions shall apply to
such Notes:

     

    (a)           The
Company and the Guarantors shall make commercially reasonable efforts to prepare
and file with the SEC, a Shelf Registration Statement relating to the offer and
sale of such

     

    


    
      
        
           


        

        
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    Notes and
the applicable Guarantees by the Holders from time to time in accordance with
the methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement and Rule 415 under the Securities Act.

     

    (b)           The
Company and the Guarantors shall use their respective commercially reasonable
efforts to cause such Shelf Registration Statement to be declared effective
under the Securities Act and to keep such Shelf Registration Statement
continuously effective in order to permit the Prospectus contained therein to be
usable by Holders until the earliest of (i) the one year anniversary of the
Closing Date; (ii) such time as all of the Notes have been sold thereunder or
(iii) the date upon which all Notes covered by such Shelf Registration Statement
become Freely Tradable.

     

    3.      Liquidated
Damages.  (a)     If either (i) (x)
any of the Notes are not Freely Tradable during the period from the 180th
calendar day after the Closing Date to the one year anniversary of the Closing
Date and (y) the Shelf Registration Statement has not been declared effective by
the SEC during the period from the 180th calendar day after the Closing Date to
the one year anniversary of the Closing Date, or (ii) the Shelf Registration
Statement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose at any time during the
period from the 180th calendar day after the Closing Date to the one year
anniversary of the Closing Date without being succeeded promptly by a
post-effective amendment to the Shelf Registration Statement, that cures such
failure and that is itself immediately declared effective (each such event
referred to in clauses (i) and (ii), a “Registration Default”), the Registrants
jointly and severally agree to pay liquidated damages (“Liquidated Damages”) to
each holder of Transfer Restricted Securities and each Lender equal to increased
interest of 50 basis points on the principal amount of Transfer Restricted
Securities held by such holder with respect to each week or if less, each
portion thereof that the Registration Default continues for the first 90-day
period immediately following the occurrence of such Registration
Default.  The interest on the Transfer Restricted Securities shall
increase by an additional 50 basis points with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum increase
of 150 basis points; provided that the Company shall in no event be required to
pay Liquidated Damages for more than one Registration Default at any given
time.  All Liquidated Damages shall be calculated based on the actual
number of days elapsed and a 360 day year and all accrued Liquidated Damages
shall be paid to each record holder of Notes in cash.  Following the
cure of all Registration Defaults relating to any particular Note, the accrual
of Liquidated Damages with respect to such Registration Default will
cease.

     

    (b)           Notwithstanding
anything in the preceding paragraph to the contrary, in the event that a Holder
of Notes fails to comply with the requirements of the last paragraph of Section 4 within a
reasonable and customary time, then from and after such time such Holder shall
not be entitled to Liquidated Damages until such Holder complies with the
requirements of the last paragraph of Section
4.

     

    All
obligations of the Registrants set forth in the preceding paragraphs that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations have been paid in full.  Any holder of
Notes may notify the Trustee (and any paying agent under the Indenture)
immediately after the occurrence of each and every event which results in the
accrual of Liquidated Damages with respect to such Notes.

     

    4.      Registration
Procedures.  The Company and the Guarantors shall:

     

    (a)           in
connection with any Shelf Registration, prepare and file with the SEC, within
the time period provided in Section 2
hereof, a Shelf Registration Statement or Shelf Registration Statements relating
to the Shelf Registration on any appropriate form under the Securities Act,
which

     

    


    
      
        
           


        

        
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    form
shall be available for the sale of the Notes in accordance with the intended
method or methods of distribution thereof and shall include (i) all
financial statements (including, if applicable, financial statements of any
Person which shall have guaranteed any indebtedness of the Registrants) required
by the SEC to be filed therewith and (ii) if the sale is by means of an
underwritten offering, any other information that the Manager reasonably
believes to be of material importance to the success of such offering, cooperate
and assist in any filings required to be made with FINRA and in the performance
of any due diligence investigation by the Manager (including any “qualified
independent underwriter”) that is required to be retained in accordance with the
rules and regulations of FINRA and use its commercially reasonable efforts to
cause such Shelf Registration Statement to become effective;

     

    (b)           prepare
and file with the SEC such amendments and post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Shelf Registration
Statement effective for the period set forth in Sections 2(b), or such shorter
period as will terminate when all Transfer Restricted Securities covered by such
Shelf Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act; comply with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner;
and comply with the provisions of the Securities Act with respect to the
disposition of all Transfer Restricted Securities covered by such Shelf
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
such Shelf Registration Statement or supplement to the Prospectus;

     

    (c)           notify
the selling holders of Notes and the Manager promptly upon actual knowledge of:
(1) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to the Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (2) of any request
by the SEC for amendments or supplements to the Shelf Registration Statement or
the Prospectus or for additional information, (3) of the issuance by the SEC of
any stop order suspending the effectiveness of the Shelf Registration Statement
or the initiation of any proceedings for that purpose, (4) of the receipt by the
Registrants of any written notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and (5) of the happening of any
event or the existence of any fact which requires the making of any changes in
the Shelf Registration Statement or the Prospectus in order that the Shelf
Registration Statement or the Prospectus does not contain an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If at any time the Registrants receive actual
knowledge that the SEC has issued any stop order suspending the effectiveness of
the Shelf Registration Statement, or any state securities commission or other
regulatory authority has issued an order suspending the qualification or
exemption from qualification of the Notes under state securities or Blue Sky
laws, the Registrants shall use their commercially reasonable efforts to obtain
the withdrawal or lifting of such order at the earliest practicable
time;

     

    (d)           [Reserved]

     

    (e)           if
requested by the Manager or a holder of Notes being sold in connection with an
underwritten offering, promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the Manager or the holders of a
majority in aggregate principal amount of the Notes being sold agree should be
included therein relating to the plan of distribution with respect to such
Notes; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated
in such Prospectus supplement or post-effective amendment; provided that the
Registrants shall not be required to take any action under this Section 4(e)
that would in the reasonable judgment of the Registrants violate any applicable
law;

     

    


    
      
        
           


        

        
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    (f)           furnish
to the Manager without charge, if requested, at least one signed copy of the
Shelf Registration Statement and any post-effective amendment
thereto;

     

    (g)           deliver
to each selling holder of Notes and the Manager, if requested, as many copies of
the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons may reasonably request; the Registrants
consent to the use of the Prospectus or any amendment or supplement thereto by
each of the selling holders of Notes and the Manager in connection with the
offering and sale of the Notes covered by the Prospectus or any amendment or
supplement thereto;

     

    (h)           prior
to any public offering of Notes, register or qualify or cooperate with the
selling holders of Notes, the Manager and their respective counsel in connection
with the registration or qualification of such Notes for offer and sale under
the securities or blue sky laws of such jurisdictions as any such seller or the
Manager reasonably requests in writing and do any and all other acts or things
necessary to enable the disposition in such jurisdictions of such Notes; provided that the Registrants
will not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or to take any action which would subject it
to general service of process in any such jurisdiction where it is not then so
subject;

     

    (i)           cooperate
with the selling holders of Notes and the Manager, if any, to facilitate the
timely preparation and delivery of certificates representing such Notes to be
sold and not bearing any restrictive legends; and enable such Notes to be in
such denominations and registered in such names as the Manager may request at
least two business days prior to any sale of the Notes;

     

    (j)           use
their commercially reasonable efforts to cause the Notes covered by the
applicable Shelf Registration Statement to be registered with or approved by
such other federal or state governmental agencies or authorities in the United
States as may be necessary to enable the seller or sellers thereof or the
Manager to consummate the disposition of such Notes;

     

    (k)           following
the occurrence of any event contemplated by paragraph (c)(5) above, promptly
commence preparation of a supplement or post-effective amendment to the related
Shelf Registration Statement or the related Prospectus or any document
incorporated therein by reference or any other required document for filing so
that, as thereafter delivered to the holders of the Notes, the Prospectus will
not contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading;

     

    (l)           [Reserved]

     

    (m)           [Reserved]

     

    (n)           not
later than the effective date of the Shelf Registration, provide a CUSIP number
for all Notes and, to the extent permitted by applicable law, provide the
Trustee or transfer agent with printed certificates for the Notes which are in a
form eligible for deposit with The Depository Trust Company (“DTC”);

     

    (o)           enter
into an underwriting agreement, in form and substance substantially similar to
the Underwriting/Purchase Agreement attached as Exhibit M to the Loan Agreement,
on not more than one occasion and take all such other actions in connection
therewith in order to expedite or facilitate the disposition of such Notes and
in such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration (1) make such
transactional representations and warranties to the Manager in form, substance
and scope as are customarily made by issuers to underwriters in offerings of
debt securities pursuant to comparable

     

    


    
      
        
           


        

        
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    underwritten
offerings; (2) obtain opinions of counsel to the Registrants and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Manager and the Majority Holders), addressed to each selling
holder and the Manager covering the matters customarily covered in opinions
requested in underwritten offerings and such other customary matters as may be
reasonably requested by such holders and the Manager; (3) obtain “comfort”
letters and updates thereof from the Registrants’ independent certified public
accountants addressed to such holders and the Manager, such letters to be in
customary form and covering matters of the type customarily covered in “comfort”
letters to underwriters in connection with offerings of debt securities pursuant
to comparable underwritten offerings; and (4) deliver such documents and
certificates as may be requested by the holders of a majority of the Notes being
sold and the Manager to evidence compliance with clause (j) above and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Registrants.  The above shall be done at each
closing under such underwriting or similar agreement or as and to the extent
required thereunder;

     

    (p)           make
available for inspection at reasonable times at each of the Registrants’
principal places of business by the Holders of Transfer Restricted Securities or
the Manager, and any attorney or accountant retained by such Holders or the
Manager who shall certify to the Registrants that they have a current intention
to sell Transfer Restricted Securities pursuant to a Shelf Registration
Statement, such relevant financial and other records, pertinent corporate
documents and properties of the Registrants and the Guarantors as reasonably
requested and cause the Registrants’ and the Guarantors’ officers, directors and
employees to respond to such inquiries as shall be reasonably necessary, in the
reasonable judgment of counsel to such Holders, to conduct a reasonable
investigation; provided, however, that the foregoing inspection and information
gathering shall be coordinated on behalf of the selling Holders by one counsel
designated by and on behalf of such Holders and, provided, further, that each
such party shall be required to maintain in confidence and not disclose to any
other Person any information or records reasonably designated by the Registrants
as being confidential, until such time as (A) such information becomes a matter
of public record (whether by virtue of its inclusion in such Shelf Registration
Statement or otherwise), (B) such Person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental
agency or body having jurisdiction over the matter (subject to the requirements
of such order, and only after such Person shall have given the Registrants
prompt prior written notice of such requirement) or (C) such information is
required to be set forth in such Shelf Registration Statement or the Prospectus
included therein or in an amendment to such Shelf Registration Statement or an
amendment or supplement to such Prospectus in order that such Shelf Registration
Statement, Prospectus, amendment or supplement, as the case may be, does not
contain an untrue statement of a material fact or omit to state therein a
material fact required to be stated therein or necessary to make the statements
made therein in light of the circumstances under which they were made not
misleading;

     

    (q)           otherwise
use their commercially reasonable efforts to comply with all applicable rules
and regulations of the SEC;

     

    (r)           cause
the Indenture to be qualified under the TIA, provide a Trustee for each of the
Notes not later than the effective date of the Shelf Registration, and in
connection therewith, cooperate with the Trustee under the Indenture and the
holders of the Notes to effect such changes to the Indenture as may be required
for the Indenture to be so qualified in accordance with the terms of the TIA and
execute, and use their commercially reasonable efforts to cause such trustee to
execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner; and

     

    (s)           make
appropriate officers of the Registrants available to the Manager for meetings
with prospective purchasers of the Notes and prepare and present to potential
investors “roadshow” material in a manner consistent with comparable offerings
for resale of high yield debt securities.

     

    


    
      
        
           


        

        
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    The
Registrants may require each Holder of Notes as to which any registration is
being effected to furnish to the Registrants such information regarding the
distribution of such securities as the Registrants may from time to time
reasonably request in writing.

     

    5.      Registration
Expenses

     

    (a)           All
expenses incident to the Registrants’ performance of or compliance with this
Agreement, including without limitation all (i) registration and filing fees,
fees and expenses associated with filings required to be made with FINRA
(including, if applicable, the fees and expenses of any “qualified independent
underwriter” and their counsel as may be required by the rules and regulations
of FINRA), (ii) fees and expenses of compliance with securities or blue sky laws
(including fees and disbursements of counsel for the Manager or selling holders
in connection with blue sky qualifications of the Notes and determination of
their eligibility for investment under the laws of such jurisdictions as the
Manager or holders of a majority in aggregate principal amount of the Notes
being sold may designate), (iii) printing expenses (including expenses of
printing certificates for the Notes in a form eligible for deposit with DTC and
of printing prospectuses), messenger, telephone and delivery expenses, (iv) fees
and disbursements of counsel for the Registrants of all independent certified
public accountants (including the expenses of any special audit and “comfort”
letters required by or incident to such performance), and of (excluding
discounts, commissions or fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals relating to the distribution of the
Notes or legal expenses of any Person other than the Registrants and the selling
holders), (v) the cost of securities acts liability insurance if the Registrants
so desires, (vi) internal “roadshow” travel and other expenses incurred in
connection with the marketing and sale of the Notes and (vii) fees and expenses
in connection with the rating of the Notes by rating agencies, if any (all such
expenses being herein called “Registration
Expenses”) will be borne by the Registrants, regardless of whether the
Shelf Registration Statement becomes effective.  The Registrants, in
any event, will pay their own internal expenses (including, without limitation,
all salaries and expenses of their officers and employees performing legal or
accounting duties), the expense of any annual audit, rating agency fees and the
fees and expenses of any Person, including special experts, retained by the
Registrants.

     

    (b)           [Reserved]

     

    6.      Indemnification

     

    (a)           Indemnification by the
Registrants.  The Registrants jointly and severally agree to
indemnify and hold harmless, to the full extent permitted by law, each holder of
Notes, their officers, directors and employees and each Person who controls such
holder (within the meaning of the Securities Act) (the “Indemnified
Parties”) against all losses, claims, damages, liabilities and expenses
incurred by such party in connection with any actual or threatened action
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Shelf Registration Statement, Prospectus or
preliminary Prospectus or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a Prospectus or a preliminary Prospectus, in light of
the circumstances then existing) not misleading, and the Registrants agree to
reimburse such Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss or
action or proceeding in respect thereof, except insofar as the same arise out of
or are based upon any such untrue statement or omission made in reliance on and
in conformity with any information furnished in writing to the Registrants by
such holder or its counsel expressly for use therein.  The Registrants
shall also indemnify the Manager, their officers and directors and each Person
who controls such Persons (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the Indemnified
Parties, if requested.

     

    


    
      
        
           


        

        
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    (b)           Indemnification by Holder of
Notes.  In connection with the filing of any Shelf Registration
Statement, each holder of Notes will furnish to the Registrants in writing such
information and affidavits as the Registrants reasonably request for use in
connection with any Shelf Registration Statement or Prospectus and agrees to
indemnify and hold harmless, to the full extent permitted by law, the
Registrants, their directors and officers and each Person who controls the
Registrants (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement of
a material fact contained in any Shelf Registration Statement or Prospectus or
any omission of a material fact required to be stated in the Shelf Registration
Statement or Prospectus or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, to the extent, but
only to the extent, that such untrue statement or omission relates to such
holder and is made in reliance on and in conformity with any information or
affidavit furnished in writing by such holder to the Registrants specifically
for inclusion in such Shelf Registration Statement or Prospectus.  In
no event shall the liability of any selling holder of Notes hereunder be greater
in amount than the dollar amount of the proceeds received by such holder upon
the sale of the Notes giving rise to such indemnification
obligation.  The Registrants shall be entitled to receive indemnities
from underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution of such Notes to the
same extent above with respect to information or affidavit furnished writing by
such Persons as provided specifically for any Prospectus or Shelf Registration
Statement.

     

    (c)           Conduct of Indemnification
Proceedings.  Any Person entitled to indemnification hereunder
will (i) give prompt notice to the Registrants or holder of Notes, as the case
may be (in either case, as applicable, an “Indemnifying
Party”), of any claim with respect to which it seeks indemnification and
(ii) permit such Indemnifying Party to assume the defense of such claim with
counsel reasonably satisfactory to such Person (it being agreed that, where the
Parent or the Company is an Indemnifying Party, Hughes Hubbard & Reed LLP is
so satisfactory); provided,
however, that the Indemnified Party shall have the right to employ one
firm of separate counsel (in each jurisdiction) to represent jointly the
Indemnified Party and those other Indemnified Parties and their respective
directors, officers, employees and controlling persons who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
under this Section 7(c) if (i) the Indemnified Party and the Indemnifying Party
shall have so mutually agreed; (ii) the Indemnifying Party has failed within a
reasonable time to retain counsel reasonably satisfactory to the Indemnified
Party; (iii) the Indemnified Party and its directors, officers, employees and
controlling persons shall have reasonably concluded that there may be legal
defenses available to them that are different from or in addition to those
available to the Indemnifying Party; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnified
Parties or their respective directors, officers, employees or controlling
persons, on the one hand, and the Indemnifying Party, on the other hand, and
represen­tation of both sets of parties by the same counsel would be
inappropriate due to differing interests between them, and in any such event the
fees and expenses of such separate counsel shall be paid by the Indemnifying
Party.  No Indemnifying Party will consent to entry of any judgment or
enter into any settlement without the consent of the Indemnified Party which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party a release from all liability in respect to
such claim or litigation.  Any Indemnifying Party who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all Persons entitled to
indemnification by such Indemnifying Party with respect to such claim in any one
jurisdiction, unless in the reasonable judgment of such Person a conflict of
interest may exist between such Person and any other Person entitled to
indemnification hereunder with respect to such claim, in which event the
Indemnifying Party shall be obligated to pay the fees and expenses of such
additional counsel or counsels, but only of one such additional counsel for each
group of similarly situated Persons in any one jurisdiction.

     

    


    
      
        
           


        

        
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    (d)           Contribution.  If
for any reason the indemnification provided for in the preceding paragraphs (a)
and (b) is unavailable to a Person entitled to indemnification or is
insufficient to hold it harmless as contemplated by the preceding paragraphs (a)
and (b), then the Indemnifying Party shall contribute to the amount paid or
payable by such Person as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of such Person
and the Indemnifying Party, as well as any other relevant equitable
considerations, provided that no holder of
Notes shall be required to contribute an amount greater than the dollar amount
of the proceeds received by such holder of Notes with respect to the sale of any
securities.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Indemnifying Party or the Indemnified Party and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission.  The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this paragraph were to be determined by pro rata allocation or by any other
method of allocation which does not take into account the equitable
considerations referred to in the first sentence of this
paragraph.  No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

     

    7.      Rule 144

     

    The
Parent and the Company covenants to use commercially reasonable efforts to file
the reports required to be filed by them under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if
any of them is not required to file such reports, the applicable party will,
upon the request of any holder of Notes made after the one year anniversary of
the making of the Loans, make publicly available other information so long as
necessary to permit sales pursuant to Rule 144 under the Securities Act), and
they will take such further action as any holder of Notes may reasonably
request, all to the extent required from time to time to enable such holder to
sell Notes without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC.  Upon the request of any holder of
Notes, the Registrants will deliver to such holder a written statement as to
whether they have complied with such information and filing
requirements.

     

    8.      Miscellaneous

     

    (a)           Remedies.  Each
holder of Notes, in addition to being entitled to exercise all rights provided
herein, in the Indenture or granted by law, including recovery of damages, in
connection with the breach by the Registrants of their obligations to register
the Notes will be entitled to specific performance of its rights under this
Agreement.  The Registrants agree that monetary damages (including the
Liquidated Damages contemplated hereby) would not be adequate compensation for
any loss incurred by reason of a breach by any of them of the provisions of this
Agreement and each agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

     

    (b)           No Inconsistent
Agreements.  The Registrants will not on or after the date of
this Agreement enter into any agreement with respect to their securities which
(i) is inconsistent with the rights granted to the holders of Notes in this
Agreement, (ii) grants to the holders of any securities issued or to be
issued by the Company the right to participate in any registration of Notes
pursuant to this Agreement or (iii) otherwise conflicts with the provisions
hereof.  The rights granted to the holders of Notes hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the
holders of the Registrants’ respective securities under any other
agreements.  The

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    


    Registrants
have not previously entered into, and shall not for the term of this Agreement
enter into, any agreement with respect to their securities granting any
registration rights to any Person.

     

    (c)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions of this Agreement may not
be given unless the Registrants have obtained the written consent of holders of
at least a majority of the principal amount of the outstanding Notes (excluding
Notes held by the Company, the Guarantors or one of their respective
affiliates); provided
that provisions hereunder relating to Liquidated Damages and the payment
thereof may not be amended, modified or supplemented, and waivers or consents to
departures from such provisions may not be given unless the Registrants have
obtained the written consent of holders of at least 66-2/3% of the principal
amount of (x) the outstanding Notes (excluding Notes held by the Company, the
Guarantors or one of their respective affiliates).

     

    (d)           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class mail, facsimile or air
courier guaranteeing overnight delivery:

     

    (i)           
if to the Manager to:

                          
 Lehman Brothers Inc.

    745
Seventh Avenue

    New York,
New York  10019

    Attention:

    Fax:
646-834-8133

     

    with a
copy to:

     

    Weil,
Gotshal & Manges LLP

    767 Fifth
Avenue

    New York,
New York 10153

    Attention:  Rod
Miller, Esq.

    Fax:  (212)
310-8007

     

    (ii)           if
to the Cenveo Parties to:

     

    Cenveo
Corporation

    One
Canterbury Green

    201 Broad
Street

    Stamford,
CT 06901

    Attention:  General
Counsel

    Fax:  (203)
595-3074

     

    with a
copy to:

     

    Hughes
Hubbard & Reed LLP

    One
Battery Park Plaza

    New York,
New York  10004

    Attention:  Ken
Lefkowitz

    Fax:  (212)
422-4726

     

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    


    All such
notices and communications shall be deemed to have been duly given at the time
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
delivered by facsimile; and on the next business day if timely delivered to an
air courier guaranteeing overnight delivery.

     

    Copies of
all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee under the Indenture at
the address specified in the Indenture.

     

    (e)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, including
without limitation and without the need for an express assignment, all
subsequent holders of Notes.

     

    (f)           Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

    (g)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (h)           New York Law; Submission to
Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.  EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH PARTY HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     

    (i)           Severability.  In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
any such provision in such jurisdiction in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

     

    (j)           Entire
Agreement.  This Agreement is intended by the parties as a
final expression of their agreement with respect to the subject matter contained
herein and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein.  There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by the Registrants with respect to the
securities sold pursuant to the Loan Agreement.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

     

    
      
        	 	CENVEO,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Mark S. Hiltwein	 
	 	 	Name:
      Mark
      S. Hiltwein	 
	 	 	Title:
      Chief
      Financial Officer	 


      


       

      
        
          	 	CENVEO
      CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Mark S. Hiltwein	 
	 	 	Name:
      Mark
      S. Hiltwein	 
	 	 	Title:
      Chief
      Financial Officer	 


        



    

    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
       

      
        
          	 	GUARANTORS	 
	 	 	 
	 	
                  Each
      Entity (other than CRX JV, LLC) listed on

                      
      Schedule I hereto 

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Mark S. Hiltwein	 
	 	 	Name:  Mark
      S. Hiltwein	 
	 	 	Title:  Chief
      Financial Officer	 


        

      

    

     

    
      
        
          
            	 	CRX
      JV, LLC	 
	 	 	 	 
	 	 	
                    Cenveo
      Corporation

                  	 
	 	 	 	 	 
	
                     

                  	 	
                    By:
      

                  	/s/ Mark S. Hiltwein	 
	 	 	 	Name:  Mark
      S. Hiltwein	 
	 	 	 	Title:  Chief
      Financial Officer	 
	 	 	 	 	 


          

        

      

      
         

        
          
            
              
                	 	 	
                        Discount
      Labels, LLC

                      	 
	 	 	 	 	 
	
                         

                      	 	
                        By:
      

                      	/s/ Mark S. Hiltwein	 
	 	 	 	Name:  Mark
      S. Hiltwein	 
	 	 	 	Title:  Chief
      Financial Officer	 
	 	 	 	 	 


              

            

          

          
            
               

              
                
                  
                    
                      	 	 	
                              RX
      JV Holding, Inc.

                            	 
	 	 	 	 	 
	
                               

                            	 	
                              By:
      

                            	/s/ Mark S. Hiltwein	 
	 	 	 	Name:  Mark
      S. Hiltwein	 
	 	 	 	Title:  Chief
      Financial Officer	 
	 	 	 	 	 


                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    
      
        
           

          
            
              
                
                  	 	 	
                          LEHMAN
      BROTHERS

                        	 
	 	 	 	 	 
	
                           

                        	 	
                          By:
      

                        	/s/ Laurie Perper	 
	 	 	 	Name:
      Laurie Perper	 
	 	 	 	Title:
      Managing Director	 
	 	 	 	 	 


                

              

            

          

        

      

    

    
 

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


     

    SCHEDULE
I

    


    


    SCHEDULE OF
GUARANTORS

    


    Cenveo,
Inc.

    Discount
Labels, LLC

    Cenveo
Alberta Finance LP

    Cenveo
Government Printing, Inc.

    Cenveo
Services, LLC

    Cenveo
McLaren Morris & Todd Company

    Cenveo
MM&T Packaging Company

    Cenveo
Commercial Ohio, LLC

    Cenveo
Resale Ohio, LLC

    Cenveo
Omemee LLC

    Colorhouse
China, Inc.

    MMTP
Holdings, 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
Government Publication Services, Inc.

    Cadmus
Marketing Group, Inc.

    American
Graphics, 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

    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

    


     

     

    2