e60820244ex4_1.htm


 





Exhibit 4.1






	  





 


___________________________________


 

CENVEO CORPORATION

(f/k/a MAIL-WELL I CORPORATION)





the GUARANTORS named in Schedule I hereto





and





U.S. BANK NATIONAL ASSOCIATION,

as Trustee




___________________________________





EIGHTH SUPPLEMENTAL INDENTURE


Supplementing the Indenture of 

February 4, 2004


___________________________________




 

Dated as of October 15, 2009





77⁄8% SENIOR SUBORDINATED NOTES DUE 2013














	  
















  



  







  








 

THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 15, 2009, is among Cenveo Corporation, a Delaware corporation (f/k/a Mail-Well I 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 77⁄8% Senior Subordinated Notes due 2013 (the “Notes”), in the aggregate principal amount of $320,000,000, the Company and the Trustee entered into an indenture dated as of February 4, 2004 (as supplemented
by the First Supplemental Indenture dated as of June 21, 2006, the Second Supplemental Indenture dated as of August 11, 2006, the Third Supplemental Indenture dated as of March 7, 2007, the Fourth Supplemental Indenture dated as of July 9, 2007, the Fifth Supplemental Indenture dated as of August 30, 2007, the Sixth Supplemental Indenture dated as of April 16, 2008 and the Seventh Supplemental Indenture dated as of August 20, 2008, 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 Eighth Supplemental Indenture; and

 

WHEREAS, all things necessary to make this Eighth 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 4.15 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 Nashua Corporation and Nashua International, 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 11 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 11 thereof) which are binding on
a Guarantor.

 

The obligations of the Additional Guarantors to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee are expressly subordinated to the extent set forth in








  



  







  








 

Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of such subordination.

 

ARTICLE 2.

MISCELLANEOUS

 


	
SECTION 2.01.
	
OPERATIVE DATE




 

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

 


	
SECTION 2.02.
	
COUNTERPART ORIGINALS




 

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












  



  







  








 

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed, all as of the date and year first written above.










	  	
CENVEO CORPORATION
	  
	  	  	  
	  	  	  
	  	
By:
	
  /s/ Kenneth P. Viret
	  
	  	
Name:
	
Kenneth P. Viret
	  
	  	
Title:
	
Chief Financial Officer
	  
















	  	
EACH ENTITY LISTED ON SCHEDULE I HERETO
	  
	  	  	  
	  	  	  
	  	
By:
	
  /s/ Kenneth P. Viret
	  
	  	
Name:
	
Kenneth P. Viret
	  
	  	
Title:
	
Chief Financial Officer
	  
















	  	
U.S. BANK NATIONAL ASSOCIATION
	  
	  	  	  
	  	  	  
	  	
By:
	
  /s/ Susan Freedman
	  
	  	
Name:
	
Susan Freedman
	  
	  	
Title:
	
Vice President
	  











































EIGHTH 7 7/8% SUPPLEMENTAL INDENTURE