e60304529ex4_2.htm


    GUARANTEE

     

    Each of
the undersigned hereto (hereinafter referred to as the “Guarantors”, which term
includes any successor or additional Guarantor under the Indenture (the
“Indenture”) referred to in the Note upon which this notation is endorsed) (i)
has unconditionally guaranteed (a) the due and punctual payment of the principal
of and interest on the Notes, whether at maturity or interest payment date, by
acceleration, call for redemption or otherwise, (b) the due and punctual payment
of interest on the overdue principal of and (if lawful) interest on the Notes,
(c) the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee, all in accordance with the terms set forth in the
Indenture, and (d) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise and (ii) has agreed to
pay any and all costs and expenses (including reasonable attorneys’ fees)
incurred by the Trustee or any Holder in accordance with the terms of the
Indenture in enforcing any rights under this Guarantee.

     

    No
stockholder, officer, director, employee or incorporator, as such, past, present
or future, of the Guarantors shall have any personal liability under this
Guarantee by reason of his or its status as such stockholder, officer, director,
employee or incorporator.

     

    This
Guarantee shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.

     

    This
Guarantee shall not be valid or obligatory for any purpose until the certificate
of authentication on the Note upon which this Guarantee is noted shall have been
executed by the Trustee under the Indenture by the manual signature of one of
its authorized officers.

     

    
       

      
        
          
            	 	EACH
      ENTITY 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	 


                      

                    

                    

                      
                        
                           


                        

                        
                           


                          
                            

                          

                        

                        
                           


                        

                      



                  

                

              

            

          

        

      

    

    SCHEDULE
I

     

    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
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