As
filed with the Securities and Exchange Commission on March 5, 2010


Registration
No. 333-





UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








Form
S-4


REGISTRATION
STATEMENT


UNDER


THE
SECURITIES ACT OF 1933





Cenveo
Corporation




(Exact
name of registrant as specified in its charter)





Delaware
            2670
            84-1250534(State
      or other jurisdiction of
              incorporation
      or organization)
            (Primary
      Standard Industrial
              Classification
      Code Number)
            (I.R.S.
      Employer
              Identification
      No.)





One
Canterbury Green


201
Broad Street


Stamford,
Connecticut 06901


(203)
595-3000


(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)








See
Table of Additional Registrants





Timothy
M. Davis


General
Counsel


Cenveo
Corporation


One
Canterbury Green


201
Broad Street


Stamford,
Connecticut 06901


(203)
595-3000


(Name,
address, including zip code, and telephone number, including area code, of agent
for service)








Copies
of communications to:




Gary
J. Simon, Esq.


Hughes
Hubbard & Reed LLP


One
Battery Park Plaza


New
York, New York 10004


(212)
837-6000




Approximate date of commencement of
proposed sale of the securities to the public:  As soon as
practicable after this registration statement becomes effective.




If the
securities being registered on this Form are being offered in connection with
the formation of a holding company and there is compliance with General
Instruction G, check the following box:   ̈




If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering:   ̈




If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering:





Large
      accelerated filed    ̈
            
            
            Accelerated
      filer   xNon-accelerated
      filer    ̈
            (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company    ̈














If
applicable, place an X in the box to designate the appropriate rule provision
relied upon in conducting this transaction:





Exchange
      Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)
               ̈Exchange
      Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
               ̈






CALCULATION
OF REGISTRATION FEE





Title
      of Each Class of
              Securities
      to Be Registered
            Amount
              to
      Be
              Registered
            Proposed
              Maximum
              Offering
      Price
              Per
      Security
            Proposed
              Maximum
              Aggregate
              Offering
      Price(1)
            Amount
      of Registration
              Fee87⁄8% Senior Second Lien
      Notes due 2018
            $400,000,000
            100%
            $400,000,000
            $28,520.00Guarantees
      of 87⁄8% Senior Second
      Lien Notes due 2018 (2)
            (3)
            (3)
            (3)
            (3)




(1)
            Estimated
      solely for the purpose of calculating the registration fee under Rule
      457(f) of the Securities Act of 1933, as amended (the “Securities
      Act”).


(2)
            The
      guarantors are Cenveo, Inc., which is the parent of Cenveo Corporation,
      and certain wholly owned subsidiaries of Cenveo, Inc. See inside facing
      page for additional registrant
guarantors.


(3)
            Pursuant
      to Rule 457(n) under the Securities Act of 1933, no separate fee is
      payable for the guarantees.








The
registrants hereby amend this registration statement on such date or dates as
may be necessary to delay its effective date until the registrants shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.


























TABLE
OF ADDITIONAL REGISTRANTS




The
following, other than Cenveo, Inc., which wholly owns Cenveo Corporation, are
direct or indirect wholly owned subsidiaries of Cenveo, Inc. and are expected to
guarantee the debt securities issued pursuant to this registration
statement.  The address, including zip code, and telephone number,
including area code, of each of the co-registrants is One Canterbury Green, 201
Broad Street, Stamford, Connecticut, 06901, (203) 595-3000.







Exact
      Name of Additional Registrant
              as
      Specified in Its Charter
            State
      or Other Jurisdiction
              of
      Incorporation or
              Organization
            I.R.S.
      Employer Identification NumberCenveo,
      Inc.
            Colorado
            84-1250533CNMW
      Investments, Inc.
            Delaware
            87-0795828.Cenveo
      Commercial Ohio, LLC
            Colorado
            20-2017825Cenveo
      Government Printing, Inc.
            Colorado
            04-3671149Cenveo
      Services, LLC
            Colorado
            20-0186643Cenveo
      Resale Ohio, LLC
            Colorado
            20-2017943Discount
      Labels, LLC
            Indiana
            35-1119834Cenveo
      Omemee LLC
            Delaware
            N/AColorhouse
      China, Inc.
            Colorado
            20-1298678RX
      JV Holding, Inc.
            Delaware
            13-4350642CRX
      JV, LLC
            Delaware
            74-3197673CRX
      Holding, Inc.
            Delaware
            13-4350639Rx
      Technology Corp.
            Delaware
            20-1151536PC
      Ink Corp.
            Delaware
            20-1976458Printegra
      Corporation
            Georgia
            04-3672563Cadmus
      Printing Group, Inc.
            Virginia
            54-1770795Washburn
      Graphics, Inc.
            North
      Carolina
            56-1063805Cadmus
      Journal Services, Inc.
            Virginia
            54-0157890Cadmus
      Financial Distribution, Inc.
            Virginia
            54-1816339Cadmus
      Technology Solutions, Inc.
            Virginia
            58-2202553Garamond/Pridemark
      Press, Inc.
            Maryland
            52-0786405Cadmus
      Delaware, Inc.
            Delaware
            13-4341386Cadmus
      UK, Inc.
            Virginia
            54-2032531Expert
      Graphics, Inc.
            Virginia
            54-1114775Cadmus
      Marketing Group, Inc.
            Virginia
            54-1770793Cadmus
      Direct Marketing, Inc.
            North
      Carolina
            56-1672605Cadmus
      Interactive, Inc.
            Georgia
            58-2172821Cadmus
      Marketing, Inc.
            Virginia
            54-1630635Cadmus/O’Keefe
      Marketing, Inc.
            Virginia
            54-1819514Old
      TSI, Inc.
            Georgia
            58-1363016Cadmus
      Investments, LLC
            Delaware
            81-0666802Port
      City Press, Inc.
            Maryland
            52-0736485Science
      Craftsman Incorporated
            New
      York
            13-2922794Cadmus
      International Holdings, Inc.
            Virginia
            54-1770794CDMS
      Management, LLC
            Delaware
            N/AVaughan
      Printers Incorporated
            Florida
            59-0932455VSUB
      Holding Company
            Virginia
            54-1706917Cenveo
      CEM, LLC
            Delaware
            13-4366523Cenveo
      CEM, Inc.
            Delaware
            13-4366519Madison/Graham
      ColorGraphics, Inc.
            California
            95-1761146Madison/Graham
      ColorGraphics Interstate Services, Inc.
            California
            95-4887490Commercial
      Envelope Manufacturing Co. Inc.
            New
      York
            13-1840023Berlin
      & Jones Co., LLC
            New
      York
            13-4269493Heinrich
      Envelope, LLC
            New
      York
            11-3641483Rex
      Corporation
            Florida
            59-2769876136
      Eastport Road, LLC
            Delaware
            94-3436726Lightning
      Labels, LLC
            Delaware
            26-3947517Nashua
      Corporation
            Massachusetts
            02-0170100Nashua
      International, Inc.
            Delaware
            02-0430039Cenveo
      Alberta Finance LP
            Alberta,
      Canada
            N/ACenveo
      McLaren Morris & Todd Company
            Nova
      Scotia, Canada
            N/A













The information in this prospectus is not complete and may be
changed. We may not consummate the exchange offer until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell or exchange these securities and it is not
soliciting an offer to acquire or exchange these securities in any jurisdiction
where the offer, sale or exchange is not permitted.




SUBJECT TO COMPLETION, DATED MARCH 5, 2010


PROSPECTUS




$400,000,000










CENVEO
CORPORATION




Exchange
Offer for All Outstanding


87⁄8%
Senior Second Lien Notes due 2018







The
Exchange Notes




·
            The
      terms of the 87⁄8% Senior Second Lien Notes due 2018 we are issuing (the
      “exchange notes”) will be substantially identical to the outstanding 87⁄8%
      Senior Second Lien Notes due 2018 that we issued on February 5, 2010 (the
      “outstanding notes” and, collectively with the exchange notes, the
      “notes”), except for the elimination of some transfer restrictions,
      registration rights and additional interest payments relating to the
      outstanding notes.




·
            Interest
      Payments: The exchange notes will bear interest at a rate of 87⁄8% per
      annum. We will pay interest on the exchange notes semi-annually, in cash
      in arrears, on February 1 and August 1 of each year, commencing August 1,
      2010.




·
            Guarantees:
      The exchange notes will be guaranteed on a senior secured basis by Cenveo,
      Inc. and substantially all of our existing and future domestic
      subsidiaries and on a senior unsecured basis by substantially all of our
      existing and future Canadian
subsidiaries.




·
            Ranking:
      The exchange notes and the guarantees thereof will be our and the domestic
      guarantors’ senior secured obligations and senior unsecured obligations of
      our Canadian guarantors. The exchange notes and the guarantees will rank
      equally in right of payment with all of our existing and future senior
      debt and senior in right of payment to all of our and the guarantors’
      existing and future subordinated debt. The exchange notes and the
      guarantees will be secured as set forth
below.




·
            Security:
      The exchange notes and the guarantees thereof will be secured by a second
      priority lien on substantially all our and the domestic guarantors’ assets
      that secure obligations under our senior secured credit facility. For more
      information, see “Description of the Exchange
    Notes—Security.”




·
            Optional
      Redemption and Repurchase: The exchange notes will be redeemable, in whole
      or in part, at any time on or after February 1, 2014 on the redemption
      dates and at the redemption prices specified under “Description of the
      Exchange Notes—Optional Redemption.” In addition we may redeem up to 35%
      of the exchange notes before February 1, 2013 with the net cash proceeds
      from certain equity offerings. We may also redeem up to 10% of the
      aggregate principal amount of exchange notes per twelve month period
      before February 1, 2014 at a redemption price of 103% of the principal
      amount, plus accrued and unpaid interest. We may also redeem some or all
      of the exchange notes before February 1, 2014 at a redemption price of
      100% of the principal amount, plus accrued and unpaid interest, if any, to
      the redemption date, plus a “make whole” premium. In addition, we may be
      required to make an offer to purchase the exchange notes upon the sale of
      certain assets and upon a change of
control.




·
            We
      do not intend to apply for listing of any of the exchange notes on any
      securities exchange or for quotation through any annotated quotation
      system.




Material
Terms of the Exchange Offer




·
            The
      exchange offer expires at 5:00 p.m., New York City time,
      on              ,
      2010, unless extended.




·
            The
      exchange offer is not conditioned on any minimum principal amount of
      outstanding notes being tendered.




·
            Our
      completion of the exchange offer is subject to customary conditions, which
      we may waive.













·
            Upon
      our completion of the exchange offer, all outstanding notes that are
      validly tendered and not withdrawn will be exchanged for an equal
      principal amount of exchange notes that are registered under the
      Securities Act of 1933.




·
            Tenders
      of outstanding notes may be withdrawn at any time before the expiration of
      the exchange offer.




·
            The
      exchange of exchange notes for outstanding notes will not be a taxable
      exchange for U.S. Federal income tax
purposes.




·
            We
      will not receive any proceeds from the exchange
  offer.




Each
broker-dealer that receives exchange notes for its own account pursuant to the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. The letter of transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Securities
Act. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of exchange notes
received in exchange for outstanding notes where such outstanding notes were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
expiration date (as defined herein), we will make this prospectus available to
any broker-dealer for use in connection with any such resale. See “Plan of
Distribution.”




For
a discussion of factors that you should consider before participating in this
exchange offer, see “Risk Factors” beginning on page 14 of this
prospectus.







Neither
the Securities and Exchange Commission nor any state securities commission has
approved of or disapproved of these securities or passed on the adequacy or
accuracy of this prospectus or the investment merits of the notes offered
hereby. Any representation to the contrary is a criminal offense.




The
date of this prospectus
is           ,
2010.
















TABLE OF CONTENTS




Page


FORWARD-LOOKING STATEMENTS
            iINCORPORATION OF CERTAIN DOCUMENTS BY
      REFERENCE
            iiWHERE YOU CAN FIND MORE INFORMATION
            iiiSUMMARY
            1RISK FACTORS
            14USE OF PROCEEDS
            25RATIO OF EARNINGS TO FIXED CHARGES
            26THE EXCHANGE OFFER
            27DESCRIPTION OF THE EXCHANGE
    NOTES
            38DESCRIPTION OF OTHER
INDEBTEDNESS
            90CERTAIN UNITED STATES FEDERAL TAX
      CONSEQUENCES
            96PLAN OF DISTRIBUTION
            101LEGAL MATTERS
            102EXPERTS
            102








You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document or in the documents
incorporated by reference herein may only be accurate on the date of this
document or such incorporated document, as applicable.




FORWARD-LOOKING STATEMENTS





Certain
statements in this prospectus, particularly statements found in “Risk Factors,”
may constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.  In addition, we or our
representatives have made or continue to make forward-looking statements, orally
or in writing, in other contexts.  These forward-looking statements
generally can be identified by the use of terminology such as “may,” “will,”
“expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or
“continue” and similar expressions, or as other statements that do not relate
solely to historical facts. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict or quantify.  Management believes these statements to be
reasonable when made. However, actual outcomes and results may differ materially
from what is expressed or forecasted in these forward-looking statements. As a
result, these statements speak only as of the date they were made. We undertake
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. In view of
such uncertainties, investors should not place undue reliance on our
forward-looking statements.




Such
forward-looking statements involve known and unknown risks, including, but not
limited to, those identified in “Risk Factors” along with changes in general
economic, business and labor conditions. More information regarding these and
other risks can be found below under “Risk Factors” and other sections of this
prospectus. The following risks related to our business, among others, could
cause actual results to differ materially from those described in the
forward-looking statements:




·
            a
      decline of our consolidated or individual reporting units operating
      performance as a result of the current economic environment could affect
      the results of our operations and financial position, including the
      impairment of our goodwill and other long-lived
  assets;




·
            our
      substantial indebtedness could impair our financial condition and prevent
      us from fulfilling our business
obligations;




·
            our
      ability to service or refinance our
debt;







i
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·
            the
      terms of our indebtedness impose significant restrictions on our operating
      and financial flexibility;




·
            additional
      borrowings are available to us that could further exacerbate our risk
      exposure from debt;




·
            our
      ability to successfully integrate
acquisitions;




·
            a
      decline in our consolidated expected profitability or profitability within
      one of our individual reporting units could result in the impairment of
      assets, including goodwill, other long-lived assets and deferred tax
      assets;




·
            our
      continued SEC compliance;




·
            intense
      competition in our industry;




·
            the
      general absence of long-term customer agreements in our industry,
      subjecting our business to quarterly and cyclical
      fluctuations;




·
            factors
      affecting the U.S. postal services impacting demand for our
      products;




·
            the
      availability of the Internet and other electronic media affecting demand
      for our products;




·
            increases
      in paper costs and decreases in its
  availability;




·
            our
      labor relations;




·
            compliance
      with environmental rules and regulations;
and




·
            dependence
      on key management personnel.






INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE




The SEC allows us to “incorporate by reference” business and financial
information that is not included in or delivered with this document, which means
that we can disclose important information to you by referring to another
document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this document, except for any information
superseded by information in this document. We incorporate by reference the
documents listed below and all documents Cenveo, Inc. subsequently files with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (other than information furnished to the SEC pursuant to
Item 2.02 or Item 7.01 of Form 8-K).




This document incorporates by reference the Annual Report on Form 10-K of
Cenveo, Inc. for the fiscal year ended January 2, 2010, filed with the SEC on
March 3, 2010.




You can obtain any document listed above from us or the SEC. Any document listed
above is available from us without charge, excluding all exhibits unless the
exhibits have specifically been incorporated by reference in this document.
Holders of this document may obtain any document listed above by requesting it
upon written or oral request from us at the following address:




Cenveo
Corporation


One
Canterbury Green


201 Broad
Street


Stamford,
Connecticut 06901


Attention:
Corporate Secretary


Telephone:
(203) 595-3000





ii
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If you would like to request documents from us, please do so
by              ,
2010, five days prior to the expiration of the exchange offer, to receive timely
delivery of the documents before the expiration of the exchange
offer.




WHERE YOU CAN FIND MORE INFORMATION




Cenveo, Inc. files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information Cenveo, Inc. files at the SEC’s public reference room located
at 100 F Street NE, Washington, D.C. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. These SEC filings are also
available to the public at the web site maintained by the SEC at
http://www.sec.gov and by us at www.cenveo.com




We filed a registration statement on Form S-4 to register with the SEC the
exchange of the exchange notes. This document is part of that registration
statement and constitutes a prospectus of ours. As allowed by SEC rules, this
document does not contain all of the information you can find in the
registration statement or the exhibits to the registration
statement.




If you are a stockholder of Cenveo, Inc., you can obtain copies of our annual
and quarterly reports from us or the SEC. These documents are available from us
without charge, excluding all exhibits. Stockholders may obtain reports of
Cenveo, Inc. by requesting them in writing at the following
address:




Cenveo
Corporation


One
Canterbury Green


201 Broad
Street


Stamford,
Connecticut 06901


Attention:
Corporate Secretary


Telephone:
(203) 595-3000




This document is dated
                    ,
2010. You should not assume that the information contained in this document is
accurate as of any date other than such date, and neither the mailing of this
document to the holders of outstanding notes nor the issuance of exchange notes
shall create any implication to the contrary.





iii
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SUMMARY




You should read the following summary together with the more detailed
information appearing elsewhere in this prospectus and the financial statements
and related notes and other information included or incorporated by reference in
this prospectus. Unless the context otherwise requires, in this prospectus,
references to “the Company” mean Cenveo Corporation, a Delaware corporation,
“the Parent Company” mean Cenveo, Inc., a Colorado corporation, and “Cenveo,”
“we,” “us,” and “our,” mean collectively the Company, the Parent Company and all
their consolidated subsidiaries. The Parent Company is a holding company and
holds all of the capital stock of the Company.  In this prospectus, we
use the term “outstanding notes” to refer to our currently outstanding 87⁄8%
Senior Second Lien Notes due 2018 for which the exchange notes are being offered
for exchange. Unless otherwise stated or the context otherwise requires,
references to “notes” refer to the outstanding notes that are not exchanged in
the exchange offer and the exchange notes, collectively.




Our
Company




We are
one of the largest diversified printing companies in North America, according to
the December 2009 Printing Impressions 400 report. Our broad portfolio of
products includes forms and labels manufacturing, packaging and publisher
offerings, envelope production and commercial printing. We operate a global
network of strategically-located printing and manufacturing, fulfillment and
distribution facilities, which we refer to as manufacturing facilities, serving
a diverse base of over 100,000 customers. Since 2005, when current senior
management joined the Company, we have significantly improved profitability by
consolidating and closing plants, centralizing and leveraging our purchasing
spend, seeking operational efficiencies, and reducing corporate and field staff.
In addition, we have made investments in our businesses through acquisitions of
highly complementary companies and capital expenditures, while also divesting
non-strategic businesses. Cenveo, Inc.’s  common stock is traded on
the New York Stock Exchange under the symbol “CVO” and as of March 3, 2010
Cenveo, Inc.  had an equity market capitalization of approximately
$518.3 million.






Business
Segments




We
operate our business in two complementary segments:




·
            Envelopes,
      Forms and Labels; and




·
            Commercial
      Printing.




Envelopes,
Forms and Labels




We are
the largest North American prescription labels manufacturer for retail pharmacy
chains, a leading forms and labels provider, and one of the largest North
American envelope manufacturers. In 2009, we added to our envelopes, forms and
labels business with the acquisition of Nashua Corporation, which we refer to as
Nashua. Nashua is a manufacturer, converter and marketer of labels and specialty
papers whose primary products include pressure-sensitive labels, tags,
transaction and financial receipts, thermal and other coated papers, and
wide-format papers. Prior to our acquisition, Nashua had annual revenues of
approximately $265 million. For the fiscal year ended January 2, 2010, our
envelopes, forms and labels segment represented approximately 48% of our net
sales and operates 35 manufacturing facilities in North America primarily
specializing in the design, manufacturing and printing of:




·
            Custom
      labels and specialty forms;




·
            Stock
      envelopes, labels and business forms;
and




·
            Direct
      mail and customized envelopes developed for advertising, billing and
      remittance.







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Our
envelopes, forms and labels segment serves customers ranging from Fortune 50
companies to middle market and small companies serving niche markets. We produce
pressure-sensitive prescription labels for the retail pharmacy chain market. We
print a diverse line of custom labels and specialty forms for a broad range of
industries including manufacturing, warehousing, packaging, food and beverage,
and health and beauty, which we sell through extensive networks within the
resale channels. We supply a diverse line of custom products for our small and
mid-size business forms and labels customers, including both traditional and
specialty forms and labels for use with desktop PCs and laser printers. We also
provide direct mail and overnight packaging labels, food and beverage labels,
and shelf and scale labels for national and regional customer accounts. Our
printed office products include business documents, specialty documents and
short-run secondary labels, which are made of paper or film, affixed with
pressure sensitive adhesive and are used for mailing, messaging, bar coding and
other applications, by large through smaller-sized customers across a wide
spectrum of industries. We produce a broad line of stock envelopes, labels and
traditional business forms that are sold through independent distributors,
contract stationers, national catalogs for the office products market, office
products superstores and quick printers. We also offer direct mail products used
for customer solicitations and custom envelopes used for billing and remittance
by end users including banks, brokerage firms and credit card companies in
addition to a broad group of other customers in various industries.




Commercial
Printing




We are
one of the leading commercial printing companies in North America and one of the
largest providers of end-to-end content management solutions to scientific,
technical and medical journals, which we refer to as STM journals. In 2008, we
expanded our commercial printing business with the acquisition of Rex
Corporation and its manufacturing facility, which we refer to as Rex, that
manufactures premium and high-quality packaging solutions for frozen food,
tobacco and pharmaceutical products customers. Prior to our acquisition, Rex had
annual revenues of approximately $40 million. For the fiscal year ended January
2, 2010, our commercial printing segment represented approximately 52% of our
net sales and operates approximately 35 manufacturing facilities in the United
States, Canada, Latin America and Asia, providing one-stop print, design,
content management, fulfillment and distribution offerings,
including:




·
            Specialty
      packaging and high quality promotional materials for multinational
      consumer products companies;




·
            STM
      journals, special interest and trade magazines for not-for-profit
      organizations, educational institutions and specialty
      publishers;




·
            High-end
      color printing of a wide range of premium products for major national and
      regional customers; and




·
            General
      commercial printing products for regional and local
    customers.




Our
commercial printing segment primarily caters to the consumer products,
pharmaceutical, financial services, publishing and telecommunications
industries, with customers ranging from Fortune 50 companies to middle market
and small companies operating in niche markets. We provide a wide array of
commercial print offerings to our customers including electronic prepress,
digital asset archiving, direct-to-plate technology, high-quality color printing
on web and sheet-fed presses and digital printing. The broad selection of
commercial printing products we produce also includes specialty packaging,
journals and specialized periodicals, annual reports, car brochures, direct mail
products, advertising literature, corporate identity materials, financial
printing, books, directories, calendars, brand marketing materials, catalogs,
and maps. In our journal and specialty magazine business, we offer complete
solutions, including editing, content processing, content management, electronic
peer review, production, distribution and reprint marketing. Our primary
customers for our specialty packaging and promotional products are
pharmaceutical, apparel, tobacco and other large multinational consumer product
companies.




The
primary methods of distribution of the principal products for our two segments
are by direct shipment via express mail, the U.S. Postal system and freight
carriers.







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Our
Competitive Strengths




We
believe that our leading market positions in the printing industry are due to
the following competitive strengths:




Strong
Competitive Position. We are one of the largest publicly-traded printing
companies with leading market positions in several niche product markets
including scale labels and specialty packaging. We are one of the largest
suppliers to the direct mail market in North America and a leading publications
printer according to Printing Impressions. Additionally, we are one of the
largest providers of editorial, content processing and production assistance to
the STM journal publishing market, and the largest North American retail
pharmacy chain prescription labels manufacturer based on volume sold. Our
leadership position in the segments in which we compete allows us to create
well-known, high quality products, leverage the scale of our operating platform
and develop loyal customers, while pursuing a low-cost provider
strategy.




Broad, High
Quality Portfolio of Products.We have an extensive range of printing
equipment that allows us to print a wide variety of well-known, high quality
products ranging from pharmaceutical labels to customized direct mail envelopes
to premium full-color brochures and annual reports. We also offer a wide range
of printing capabilities, including direct-to-plate technology, high color
printing on our web and sheet-fed presses, digital and variable printing, and
print fulfillment and distribution. Over the past two years, our products have
been recognized both locally and nationally, winning awards such as First Prize
at the 2008 Green Entrepreneurial Innovation Awards for our green keycard used
at hotel chains and at 2009 PrintROCKS! for our Gates Foundation handbook and
Williams-Sonoma wedding registry guide. We were awarded Best in Show at the 2008
and 2009 North California Printing Impressions showcase, and a 2008 PIA/GATF
“Best of Category Benny” for printed invitations. We have also won top supplier
awards including ProForma’s 2008 Award for Most Valued Preferred Provider and
the 2008 and 2009 Supplier Excellence Award from Abbott
Laboratories.




Extensive
Operating Platform and Significant Economies of Scale.We currently
operate one of North America’s largest print, envelope and business forms
manufacturing and distribution networks, with approximately 70 manufacturing
facilities as of January 2, 2010. Our extensive network has a broad
geographic footprint that is designed to cost-effectively deliver high quality
products to our customers on a quick turn basis. Our network has also enabled us
to increase sales to national customers who benefit from the logistical
solutions we provide to deliver our products for them in multiple regions of the
United States. Further, we also believe that our multiple locations and plant
and press capabilities, in combination with our product mix and diverse customer
base, facilitate greater capacity utilization and enhance our risk mitigation
efforts. The scale of our platform gives us the opportunity to redeploy
equipment more efficiently, thereby maximizing its utility and extending its
useful life. Our size also enables us to spread our general and administrative
overhead over a larger operating platform.




Large and
Diversified Customer Base. We have a large and diversified customer base
of over 100,000 customers ranging from Fortune 50 companies to small companies
serving niche markets. The customers we serve are comprised of public and
privately-held companies, U.S. government agencies, non-profit organizations and
educational institutions in numerous end markets, including consumer products,
pharmaceutical, financial services, education, healthcare, automotive, retail
and technology. Our customers rank among the world’s most well-known companies.
We have established relationships with blue chip companies in both of our
business segments, including General Electric, Nintendo, GlaxoSmithKline,
American Express, Staples, OfficeMax, Capital One, Bristol Meyers Squibb, FedEx,
CVS and Starwood Hotels & Resorts. Our customer base also includes leading
publishers of STM journals such as Reed Elsevier, John Wiley & Sons and
Wolters Kluwer, non-profit organizations such as FASEB and the American Chemical
Society, and educational institutions such as the University of Chicago and
Georgetown University Law Center. We also include among our resale distributor
customers several small-to-mid-size printing franchises such as Alphagraphics
and Sir Speedy, and print brokers and suppliers such as PROforma, and Standard
Register. No single customer accounted for more than 2.5% of our net sales,
while our top twenty customers accounted for less than 24% of our net sales for
the fiscal year ended January 2, 2010.




Strong Cash Flow
Generation.Our management team has significantly improved our ability to
generate cash flow from operations through cost-savings initiatives, emphasis on
profitable growth and strategic acquisitions of complementary businesses. In
addition, we have focused on reducing ongoing working capital requirements and
improving sales and purchasing terms with our customers and suppliers. Our
nine  acquisitions since 2006 brought







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us new
manufacturing capabilities while our plant closings and consolidations have
allowed us to redeploy the best equipment throughout our operating platform,
allowing us to maintain capital expenditures between approximately 1.5% to 2.0%
of net sales. As of January 2, 2010, we have at least $220.0 million of
federal net operating loss tax carry-forwards that will keep us from being a
full taxpayer until after 2011. For the fiscal year ended January 2, 2010,
we generated approximately $72.1 million of operating cash flow from continuing
operations.




Experienced
Management Team. Our senior management, led by Chairman and Chief
Executive Officer Robert G. Burton, Sr., is one of the most seasoned teams in
the industry with an average of over 26 years of printing industry experience.
The management team has extensive experience in delivering cost-savings,
identifying and integrating acquisitions in key markets, and increasing
profitability. In his career as a senior executive, Mr. Burton has overseen
more than 60 acquisitions, each of which was accretive to earnings. In addition
to our cost-savings initiatives, since July 2006, our senior management team has
successfully completed nine acquisitions with pre-acquisition aggregate annual
net sales in excess of $1.2 billion. As a result of our cost-savings initiatives
and other efforts during our current management team’s tenure, Adjusted EBITDA
margins have increased from 6.1% for the quarter ended September 30, 2005
to 11.8% for the fiscal year ended January 2, 2010.






Our
Business Strategy




Our goals
are to improve on profitability and pursue disciplined growth. The principal
features of our strategy are:




Improve our Cost
Structure and Profitability.We
regularly assess our operations with a view toward eliminating operations that
are not aligned with our core United States operations or are underperforming.
In September 2005, we established a goal of reducing annual operating expenses
through, among other things, consolidating our purchasing activities and
manufacturing platform, reducing corporate and field human resources,
streamlining information technology infrastructure and eliminating discretionary
spending. We achieved our cost-savings goal, which we refer to as our 2005 Plan,
before the end of 2007. In 2007 we initiated activities, which we refer to as
the 2007 Plan, in connection with our 2007 acquisitions of Commercial Envelope
Manufacturing Co., Inc., which we refer to as Commercial Envelope,
Madison/Graham ColorGraphics, Inc., which we refer to as ColorGraphics, Cadmus
Communications Corporation, which we refer to as Cadmus and PC Ink Corp., which
we refer to as Printegra, and collectively with Commercial Envelope,
ColorGraphics and Cadmus, which we refer to as the 2007 Acquisitions. Under the
2007 Plan, we closed seven manufacturing facilities and integrated those
operations into acquired and existing operations.




In the first quarter of 2009, we implemented our 2009 cost savings and
restructuring plan, which we refer to as the 2009 Plan, to reduce our operating
costs and realign our manufacturing platform in order to compete effectively
during the current economic downturn. In connection with the 2009 Plan, we
implemented cost savings initiatives throughout our operations by closing three
envelope plants, one journal printing plant, one content facility, two
commercial printing plants and a forms plant and consolidating them into
existing operations while continuing the consolidation of certain back office
functions into specific centralized locations. As a result of these 2009
actions, we reduced our headcount by approximately 1,700. We expect to have
substantially completed these cost savings initiatives by the end of the first
quarter of 2010.  In total, we took actions that resulted in
significant cost savings in 2009 that have aided us in weathering the recession
and positioning us better for the future. We expect further initiatives to
improve our profitability including additional cost-savings in connection with
ongoing operations, completed acquisitions and any future acquisitions. We
continue to evaluate the sale or closure of manufacturing facilities that do not
align with our strategic goals or meet our performance targets.




Capitalize on
Scale Advantages.We
believe there are significant advantages to being a large competitor in a highly
fragmented industry. We seek to capitalize on our size, geographic footprint and
broad product lines to offer one-stop shopping and enhance our overall value to
our customers. As we grow in scale and increase our operating leverage, we seek
to realize better profit margins through operational improvements in our
manufacturing platform.




Enhance the Supply
Chain.We continue to work with our core suppliers to improve all aspects
of our purchasing spend and other logistical capabilities as well as to ensure a
stable source of supply. We seek to lower costs through more favorable pricing
and payment terms, more effective inventory management and improved





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communications
with vendors. We continue to consolidate our suppliers of key production inputs
such as paper and ink, and believe that significant opportunities exist in
optimizing the rest of our supply chain. Such opportunities that still exist
include, but are not limited to: (i) consolidating our packaging suppliers,
specifically carton, film and tape, to maximize our purchasing spend with a
smaller supplier base, (ii) reducing warehousing-related costs through
better inventory management, and (iii) increasing operating results through
better waste by-product capture and return to recycling vendors.




Seek Product and
Processing Improvements.We conduct regular reviews of our product
offerings, manufacturing processes and distribution methods to ensure that we
take advantage of new technology when practical and meet the changing needs of
our customers and the demands of a global economy. We actively explore potential
new product opportunities for expansion, particularly in market sectors that are
expected to grow at a faster pace than the broader commercial printing industry.
We also strive to enter into new markets in which we may have competitive
advantages based on our existing infrastructure, operating expertise and
customer relationships. Pharmaceutical labels, direct mail and specialty
packaging are examples of product niche markets with opportunities for faster
growth into which we recently expanded or entered. We are also investing in
promising digital and variable print technology as we see demand from our
customers increasing. By expanding our products offerings, we intend to increase
cross-selling opportunities to our existing customer base and mitigate the
impact of any decline in a given market.




Pursue Strategic
Acquisitions.We continue to selectively review opportunities to expand
within growing niche markets, broaden our product offerings and increase our
economies of scale through acquisitions. We intend to continue practicing
acquisition disciplines and pursuing opportunities for greater expected
profitability and cash flow or improved operating efficiencies, such as
increased utilization of our manufacturing assets. Since July 2006, we have
completed nine acquisitions that we believe have and will continue to enhance
our operating margins and deliver economies of scale. We believe our acquisition
strategy will allow us to both realize increased revenue and cost-saving
synergies, and apply our management expertise to improve the operations of
acquired entities. For example, our acquisition of Nashua built upon our
acquisition of Rx Technology Corporation, which we refer to as Rx Technology. In
July 2006, Rx Technology gave us entry into and a leading market position in the
pharmaceutical labels business. Nashua further strengthened our position in the
pharmaceutical labels market, while giving us access to new shelf label market
customers and allowing us to further enhance our raw material purchasing power
and rationalize our manufacturing platform.




Our
Industry




The United States printing industry is large and highly fragmented with just
over 34,100 participants as reported in the second quarter 2009 United States
Department of Labor Quarterly Census of Employment and Wages. This is down from
approximately 36,100 participants in the second quarter of 2007. The Printing
Industries of America estimated 2008 aggregate shipment revenues for the
printing industry were in excess of $165 billion. The industry consists of a few
large companies with sales in excess of $1 billion, several mid-sized companies
with sales in excess of $100 million and thousands of smaller operations. These
printing businesses operate in a broad range of sectors, including commercial
printing, envelopes, forms and labels, specialty printing, trade publishing, and
specialty packaging among others. We estimate that in 2008 the ten largest North
American commercial printers by revenue, as reported in the Printing Impressions
400, represented approximately 19% of total industry sales, while the market
sectors in which we primarily compete, as categorized in the 2008 PIA/GATF Print
Market Atlas, comprised approximately 70% of total industry sales.




Recent
Developments




Amendment to the
Senior Secured Credit Facilities.On February 5, 2010, the fourth
amendment to our existing senior secured credit facilities became effective. The
amendment, among other things, reset the existing financial covenants and added
a new financial covenant providing for a maximum consolidated first lien
leverage ratio. Pursuant to the amendment, permitted borrowings under the
revolving credit facility were reduced from $187.5 million to $150.0 million and
the proceeds from the offering of the outstanding notes, net of fees and
expenses, was used to pay down $300.0  million of the term loans
outstanding and $88.0 million of revolving credit







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loans
then outstanding under our senior secured credit facility. See “Description of
Other Indebtedness—Senior Secured Credit Facilities.”






Additional
Information




Our
address is One Canterbury Green, 201 Broad Street Stamford, CT 0690 and our
telephone number is (203) 595-3000. We maintain a website at
http://www.cenveo.com. Our web site and the information contained in it and
connected to it will not be deemed incorporated by reference into this
prospectus.







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Summary of the Terms of the Exchange
Offer




On February 5, 2010, Cenveo Corporation completed the private offering of the
outstanding notes. In this prospectus, the term “outstanding notes” refers to
the 87⁄8% Senior Second Lien Notes due 2018,which were issued in the private
offering. The term “exchange notes” refers to 87⁄8% Senior Second Lien Notes due
2018, which are registered under the Securities Act of 1933, as amended (the
“Securities Act”).




The following is a brief summary of the material terms of this exchange offer.
For a more complete description of the terms of the exchange offer, see “The
Exchange Offer” in this prospectus.




The
      Exchange Offer
            Cenveo
      Corporation is offering to exchange up to:$400
      million in aggregate principal amount of our 87⁄8% Senior Second Lien Notes
      due 2018 that have been registered under the Securities Act for an equal
      aggregate principal amount of our outstanding unregistered 87⁄8% Senior
      Second Lien Notes due 2018.The
      form and terms of the exchange notes are substantially the same as the
      form and terms of the outstanding notes, except that the exchange notes
      have been registered under the Securities Act and will not bear legends
      restricting their transfer. We issued the outstanding notes under an
      indenture which grants you a number of rights. The exchange notes also
      will be issued under that indenture and you will have the same rights
      under the indenture as the holders of the outstanding notes. See
      “Description of the Exchange Notes.”You
      may only exchange outstanding notes in denominations of $2,000 and any
      integral multiples of $1,000.Accrued
      Interest on the Exchange Notes
            Interest
      on the exchange notes will accrue from the last interest payment date on
      which interest was paid on the outstanding notes or, if no interest was
      paid on the outstanding notes, from the date of issuance of the
      outstanding notes, which was February 5, 2010.  Holders whose
      outstanding notes are accepted for exchange will not receive any payment
      in respect of accrued interest on such outstanding notes otherwise payable
      on any interest payment date after consummation of the exchange offer and,
      in lieu thereof, will receive payment with respect to accrued interest on
      the exchange notes to the extent outstanding notes or exchange notes were
      held on the applicable record date.No
      Minimum Condition
            We
      are not conditioning the exchange offer on the tender of any minimum
      principal amount of outstanding notes.Expiration
      Date
            The
      exchange offer will expire at 5:00 p.m., New York City time,
      on              ,
      2010 unless we decide to extend the exchange offer.Withdrawal
      Rights
            You
      may withdraw your tender at any time before the exchange offer
      expires.Conditions
      to the Exchange Offer
            The
      exchange offer is subject to customary conditions, which we may waive. We
      currently anticipate that each of the conditions will be satisfied and
      that we will not need to waive any conditions. We reserve the right to
      terminate or amend the exchange offer at any time before the expiration
      date if any of the conditions occurs. See “The Exchange Offer—Certain
      Conditions to the Exchange Offer.”Procedures
      for Tendering Outstanding Notes
            If
      you are a holder of outstanding notes who wishes to accept the exchange
      offer, you must:





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·complete,
      sign and date the accompanying letter of transmittal, or a facsimile of
      the letter of transmittal, and mail or otherwise deliver the letter of
      transmittal, together with your outstanding notes, to the exchange agent
      at the address provided in the section “The Exchange Offer—Exchange
      Agent”; or·arrange
      for The Depository Trust Company to transmit certain required information,
      including an agent’s message forming part of a book-entry transfer in
      which you agree to be bound by the terms of the letter of transmittal, to
      the exchange agent in connection with a book-entry
    transfer.Resale
      Without Further Registration
            We
      believe that you may resell or otherwise transfer the exchange notes that
      you receive in the exchange offer without complying with the registration
      and prospectus delivery provisions of the Securities Act so long as you
      are not a broker-dealer and you meet the following
    conditions:·you
      are not an “affiliate” of ours within the meaning of Rule 405 of the
      Securities Act;·you
      are acquiring the exchange notes issued in the exchange offer in the
      ordinary course of your business; and·you
      have no arrangement or understanding with any person to participate in the
      distribution of the exchange notes.By
      signing the letter of transmittal and tendering your outstanding notes or
      making arrangements with The Depository Trust Company as described above,
      you will be making representations to this effect. You may incur liability
      under the Securities Act if:·any
      of the representations listed above are not true; and·you
      transfer any exchange note issued to you in the exchange offer without
      complying with the registration and prospectus delivery requirements of
      the Securities Act, unless the transfer otherwise meets an exemption from
      the registration requirements under the Securities Act.We
      do not assume, or indemnify you against, liability under these
      circumstances, which means that we will not protect you from any loss you
      incur as a result of this liability.Restrictions
      on Resale by Broker-Dealers
            Each
      broker-dealer that has received exchange notes for its own account in
      exchange for outstanding notes that were acquired as a result of
      market-making or other trading activities must acknowledge that it will
      deliver a prospectus meeting the requirements of the Securities Act in
      connection with any resale of the exchange notes. A broker-dealer may use
      this prospectus in connection with any resale for a period of 180 days
      after the end of the exchange offer.Special
      Procedures for Beneficial Owners
            If
      you beneficially own outstanding notes registered in the name of a broker,
      dealer, commercial bank, trust company or other nominee and you wish to
      tender your outstanding notes in the exchange offer, you should contact
      the registered holder promptly and instruct it to tender on your behalf.
      If you wish to tender on your own behalf, you must, prior to completing
      and executing the letter of transmittal and delivering your outstanding
      notes, either arrange to have your outstanding notes registered in your
      name or obtain a properly completed bond power from
  the





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registered
      holder. The transfer of registered ownership may take considerable
      time.Guaranteed
      Delivery Procedures
            If
      you wish to tender your outstanding notes and time will not permit your
      required documents to reach the exchange agent by the expiration date, or
      the procedures for book-entry transfer cannot be completed on time, you
      may tender your outstanding notes according to the guaranteed delivery
      procedures described in the section “The Exchange Offer—Procedures for
      Tendering Outstanding Notes.”Acceptance
      of Outstanding Notes and Delivery of Exchange Notes
            We
      will accept for exchange all outstanding notes which are properly tendered
      in the exchange offer prior to 5:00 p.m., New York City time, on the
      expiration date. The exchange notes issued in the exchange offer will be
      delivered promptly following the expiration date. See “The Exchange
      Offer—Acceptance of Outstanding Notes for Exchange; Delivery of Exchange
      Notes.”Use
      of Proceeds
            We
      will not receive any proceeds from the issuance of exchange notes in the
      exchange offer. We will pay for our expenses incident to the exchange
      offer.Federal
      Income Tax
            The
      exchange of exchange notes for outstanding notes in the exchange offer
      will not be a taxable event for federal income tax purposes. See “Certain
      United States Federal Income Tax Consequences.”Effect
      on Holders of Outstanding Notes
            As
      a result of this exchange offer, we will have fulfilled a covenant
      contained in the registration rights agreement dated as of February 5,
      2010 by and among Cenveo Corporation, Cenveo, Inc., each subsidiary
      guarantor and each of the initial purchasers named in the agreement and
      accordingly, there will be no increase in the interest rate on the
      outstanding notes. If you do not tender your outstanding notes in the
      exchange offer:·you
      will continue to hold the outstanding notes and will be entitled to all
      the rights and limitations applicable to the outstanding notes under the
      indenture governing the notes, except for any rights under the
      registration rights agreement that terminate as a result of the completion
      of the exchange offer; and·you
      generally will not have any further registration or exchange rights and
      your outstanding notes will continue to be subject to restrictions on
      transfer. Accordingly, the trading market for untendered outstanding notes
      could be adversely affected.Exchange
      Agent
            Wells
      Fargo Bank, National Association is serving as exchange agent in
      connection with the exchange offer.





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The
Exchange Notes


Issuer
            Cenveo
      CorporationExchange
      Notes Offered
            Up
      to $400,000,000 aggregate principal amount of 87⁄8% Senior Second Lien Notes
      due 2018.The
      form and terms of the exchange notes will be the same as the form and
      terms of the outstanding notes, except that:·the
      exchange notes will have been registered under the Securities Act, will
      not contain transfer restrictions and will not bear legends restricting
      their transfer;·the
      exchange notes will not contain terms providing for the payment of
      additional interest under circumstances relating to our obligation to file
      and cause to be effective a registration statement;·the
      exchange notes will be represented by one or more global notes in
      book-entry form; and·the
      exchange notes will be issuable in denominations of $2,000 and any
      integral multiples of $1,000.Maturity
      Date
            The
      exchange notes will mature on February 1, 2018.Interest
            The
      exchange notes  will bear interest at a rate of 87⁄8% per annum,
      accruing from February 5, 2010, the issue date of the outstanding notes.
      Interest on the exchange notes will be payable on February 1 and August 1
      of each year, beginning on August 1, 2010.Guarantees
            The
      exchange notes will be fully and unconditionally guaranteed on a senior
      secured basis by Cenveo, Inc. and substantially all of our existing and
      future domestic subsidiaries and on a senior unsecured basis by
      substantially all of our existing Canadian
subsidiaries.Optional
      Redemption
            On
      or after February 1, 2014 we may redeem the exchange notes, in whole or in
      part, at any time at the redemption prices described under “Description of
      the Exchange Notes—Optional Redemption.” We may also redeem up to 10% of
      the aggregate principal amount of notes per twelve month period before
      February 1, 2014 at a redemption price of 103% of the principal amount,
      plus accrued and unpaid interest. We may also redeem some or all of the
      exchange notes before February 1, 2014 at a redemption price of 100% of
      the principal amount, plus accrued and unpaid interest, if any, to the
      redemption date, plus a “make whole” premium. In addition we may redeem up
      to 35% of the aggregate principal amount of notes before February 1, 2013
      with the net cash proceeds from certain equity offerings at a redemption
      price of 108.875% of the principal amount plus accrued and unpaid
      interest, if any, to the redemption date.  The exchange notes
      will not be subject to any sinking fund provision.  See
      “Description of the Exchange Notes—Optional
Redemption.”Change
      of Control
            If
      we experience certain kinds of changes of control, we must offer to
      purchase the exchange notes at 101% of their principal amount, plus
      accrued and unpaid interest. For more details, see “Description of the
      Exchange Notes— Repurchase at the Option of Holders—Change of
      Control.”   10
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  Mandatory
      Offer to Repurchase Following Certain Asset Sales
            If
      we sell certain assets, under certain circumstances we must offer to
      repurchase the exchange notes at the prices listed under “Description of
      the Exchange Notes— Repurchase at the Option of Holders—Asset
      Sales.”Ranking
            The
      exchange notes and the guarantees will be our and the domestic guarantors’
      senior secured obligations and senior unsecured obligations of the
      Canadian guarantors and will:·rank
      senior in right of payment to our and the guarantors’ existing and future
      debt and other obligations that expressly provide for their subordination
      to the exchange notes and the guarantees;
              
              ·be
      effectively senior to all our and the guarantors’ existing and future
      unsecured debt to the extent of the value of the collateral securing the
      exchange notes, after giving effect to first-priority liens on the
      collateral and permitted liens;
              
              ·be
      effectively junior to our and the guarantors’ debt that is either
      (i) secured by prior or senior liens on the collateral, including
      indebtedness under our senior secured credit facility, or
      (ii) secured by assets that are not part of the collateral that is
      securing the exchange notes, in each case to the extent of the value of
      the collateral securing such debt; and
              
              ·be
      structurally subordinated to all of the existing and future liabilities,
      including trade payables, of our subsidiaries that do not guarantee the
      exchange notes.
              
              After
      giving effect to the offering, at January 2, 2010, the Company and
      the guarantors would have had approximately $1.2 billion aggregate
      principal amount of total debt and approximately $904.9 million of senior
      debt outstanding (including the exchange notes offered hereby), of which
      approximately $334.9 would have effectively ranked senior to the notes to
      the extent of the assets securing such debt.
              
              Our
      non-guarantor subsidiaries represented approximately 1.1% of our total
      assets and approximately 0.3% of our liabilities as reflected on the
      subsidiaries’ balance sheet as of January 2, 2010, and represented
      approximately 1.1% of our consolidated net sales for the fiscal year ended
      January 2, 2010.
              See
      “Description of the Exchange Notes—Ranking.”Security
            The
      exchange notes and the guarantees, equally and ratably with any
      outstanding notes that are not exchanged, will be secured by a second
      priority lien on the assets owned by us and the domestic guarantors that
      also secure obligations under our senior secured credit facility and
      obligations under certain hedging and cash management arrangements,
      subject to certain exceptions. The lenders under our senior secured credit
      facility, and such lenders and their affiliates providing hedging and cash
      management arrangements, benefit from first priority liens on the
      collateral. Under the security and pledge agreement, we and the domestic
      guarantors have granted security interests in substantially all of our and
      their real, personal and fixture property, subject to certain exceptions,
      including (i) machinery and equipment, inventory and other goods,
      accounts receivable, owned real estate, fixtures, bank accounts, general
      intangibles, financial assets,  11
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  investment property, license rights, patents, trademarks, trade
      names, copyrights, other intellectual property, chattel paper, insurance
      proceeds, contract rights, hedge agreements, documents, instruments,
      indemnification rights, tax refunds and cash, (ii) all of the equity
      interests held by them in subsidiaries (but, (a) as to the voting
      stock of any foreign subsidiary, not to exceed 65% of the outstanding
      voting stock and (b) excluding any capital stock of a subsidiary to
      the extent necessary for such subsidiary not to be subject to any
      requirement pursuant to Rule 3-16 or Rule 3-10 of Regulation S-X under the
      Exchange Act, due to the fact that such subsidiary’s capital stock secured
      the notes or guarantees, to file separate financial statements with the
      SEC) and (iii) all proceeds and products of the foregoing. For more
      details, see “Description of the Exchange Notes—Security.”

                
                The
      value of collateral at any time will depend on market and other economic
      conditions, including the availability of suitable buyers for the
      collateral. The liens on the collateral may be released without the
      consent of the holders of notes if collateral is disposed of in a
      transaction that complies with the indenture and related security
      documents or in accordance with the provisions of an intercreditor
      agreement to be entered into relating to the collateral securing the
      exchange notes and our senior secured credit facility. See “Risk
      Factors—Risks Relating to the Notes—It may be difficult to realize the
      value of the collateral securing the notes” and “Description of the
      Exchange Notes—Security.”
                Certain
      security interests, including mortgages on certain of our owned real
      properties intended to constitute collateral that secures the exchange
      notes, were not in place on the date of issuance of the outstanding notes.
      We have filed or caused to be filed UCC financing statements to perfect
      the security interests in the collateral that could be perfected by such
      filings on the issuance date of the outstanding notes. With respect to the
      portion of the collateral securing the exchange notes for which a valid
      and perfected security interest in favor of the trustee under the
      indenture was not created or perfected on or prior to the issuance date of
      the outstanding notes and which cannot be perfected by the filing of UCC
      financing statements, we have agreed to use commercially reasonable
      efforts to complete those actions required to create and perfect such
      security interests within 120 days following the issuance date of the
      outstanding notes, which was February 5, 2010.Intercreditor
      Agreement
            Pursuant
      to an intercreditor agreement, the liens securing the exchange notes will
      be second priority liens that will be expressly junior in priority to the
      liens that secure obligations under our senior secured credit facility and
      obligations under certain hedging and cash management arrangements.
      Pursuant to the intercreditor agreement, the liens securing the exchange
      notes may not be enforced at any time when first priority lien obligations
      are outstanding, except for certain limited exceptions. The holders of the
      first priority lien obligations will receive all proceeds from any
      realization of the collateral or from the collateral or proceeds thereof
      in any insolvency or liquidation proceeding, in each case until the first
      priority lien obligations are paid in full. See “Description of the
      Exchange Notes—Security—Intercreditor Agreement.”





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Restrictive
      Covenants
            The
      indenture governing the exchange notes contains covenants that limit our
      ability and certain of our subsidiaries’ ability to:·incur
      additional debt;·declare
      or pay dividends, redeem stock or make other distributions to
      stockholders;
              
              ·make
      investments;
              
              ·create
      liens or use assets as security in other transactions;
              
              ·enter
      into sale leaseback transactions;
              
              ·engage
      in transactions with our affiliates;
              
              ·merge
      or consolidate, or sell, transfer, lease or dispose of substantially all
      of our assets; and
              
              ·sell
      or transfer certain assets.These
      covenants are subject to important exceptions and qualifications, which
      are described under the caption “Description of the Exchange Notes—Certain
      Covenants.”Use
      of Proceeds
            We
      will not receive any cash proceeds from the exchange
  offer.Trading
            The
      exchange notes are a new issuance of securities for which there currently
      is no established trading market.  We do not intend to apply for
      listing of any of the exchange notes on any securities exchange or for
      quotation through any annotated quotation system, and a trading market for
      the exchange notes may not develop.Other
            The
      exchange notes and any outstanding notes not exchanged for the exchange
      notes will constitute a single series of senior notes under the indenture
      and will therefore vote together as a single class for purposes of
      determining whether the holders of the requisite percentage in outstanding
      principal amount have taken certain actions or exercised certain rights
      under the indenture.





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RISK FACTORS




Any investment in the exchange notes involves a high degree of risk. You should
carefully consider all of the information contained or incorporated by reference
into this prospectus before making an investment decision. The risks and
uncertainties described below and in such incorporated documents are not the
only risks and uncertainties that we face. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also impair
our business operations. If any of those risks actually occurs, our business,
financial condition and results of operations would suffer. The risks discussed
below also include forward-looking statements and our actual results may differ
substantially from those discussed in these forward-looking statements. See
“Disclosure Regarding Forward-Looking Statements” in this
prospectus.




Risks
Related to Our Business




The
recent U.S. and global economic conditions have adversely affected us and could
continue to do so.




The
current U.S. and global economic conditions have affected and, most likely, will
continue to affect our results of operations and financial position. A
significant part of our business relies on our customers’ printing spend. A
prolonged downturn in the U.S. and global economy and an uncertain economic
outlook has reduced the demand for printed materials and related offerings that
we provide our customers. Consequently, the reductions and delays in our
customers’ spending have adversely impacted and could continue to adversely
impact our results of operations, financial position and cash flows. We believe
the current economic downturn will result in decreased net sales, operating
income and earnings while also impacting our ability to manage our inventory and
customer receivables. The downturn may also result in increased restructuring
and related charges, impairments relating to goodwill, intangible assets and
other long-lived assets, and write-offs associated with inventories or customer
receivables. These uncertainties about future economic conditions in a very
challenging environment also make it difficult for us to forecast our operating
results and make timely decisions about future investments.




Our
substantial level of indebtedness could impair our financial condition and
prevent us from fulfilling our business obligations.




We
currently have a substantial amount of debt, which requires significant
principal and interest payments.  As of January 2, 2010, our total
indebtedness was approximately $1.2 billion.  Our level of
indebtedness could affect our future operations, for example by:




·
            requiring
      a substantial portion of our cash flow from operations to be dedicated to
      the payment of principal and interest on indebtedness instead of funding
      working capital, capital expenditures, acquisitions and other business
      purposes;




·
            making
      it more difficult for us to satisfy all of our debt obligations, thereby
      increasing the risk of triggering a cross-default
    provision;




·
            increasing
      our vulnerability to economic downturns or other adverse developments
      relative to less leveraged
competitors;




·
            limiting
      our ability to obtain additional financing for working capital, capital
      expenditures, acquisitions or other corporate purposes in the future;
      and




·
            increasing
      our cost of borrowing to satisfy business
needs.




We
may be unable to service or refinance our debt.




Our
ability to make scheduled payments on, or to reduce or refinance, our
indebtedness will depend on our future financial and operating performance, and
prevailing market conditions. Our future performance will be affected by the
impact of general economic, financial, competitive and other factors beyond our
control, including







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the
availability of financing in the banking and capital markets. We cannot be
certain that our business will generate sufficient cash flow from operations in
an amount necessary to service our debt.  If we are unable to meet our
debt obligations or to fund our other liquidity needs, we will be required to
restructure or refinance all or a portion of our debt to avoid defaulting on our
debt obligations or to meet other business needs.  Such a refinancing
of our indebtedness could result in higher interest rates, could require us to
comply with more onerous covenants that further restrict our business
operations, could be restricted by another of our debt instruments outstanding,
or refinancing opportunities may not be available at all.




The
terms of our indebtedness impose significant restrictions on our operating and
financial flexibility.




Our
senior subordinated and senior note indentures, and our recent senior second
lien note indenture, along with our senior secured credit facility agreement
contain various covenants that limit our ability to, among other
things:




·
            incur
      or guarantee additional
indebtedness;




·
            make
      restricted payments, including dividends and prepaying
      indebtedness;




·
            create
      or permit certain liens;




·
            enter
      into business combinations and asset sale
  transactions;




·
            make
      investments, including capital
expenditures;




·
            amend
      organizational documents and change accounting
  methods;




·
            enter
      into transactions with affiliates;
and




·
            enter
      into new businesses.




These
restrictions could limit our ability to obtain future financing, make
acquisitions or incur needed capital expenditures, withstand a future downturn
in our business or the economy in general, conduct operations or otherwise take
advantage of business opportunities that may arise. Our senior secured credit
facility also contains a schedule of financial ratios including a minimum
interest coverage ratio that we must comply with on a quarterly basis, and
maximum first lien leverage and total leverage financial ratio that we must be
in compliance with at all times. Our ability to meet these financial ratios may
be affected by events beyond our control, such as further deterioration in
general economic conditions. We are also required to provide certain financial
information on a quarterly basis. Our failure to maintain applicable financial
ratios, in certain circumstances, or effective internal controls would prevent
us from borrowing additional amounts, and could result in a default under our
senior secured credit facility. A default could cause the indebtedness
outstanding under the senior secured credit facility and, by reason of
cross-acceleration or cross-default provisions, the senior subordinated, senior
and senior second lien notes and any other indebtedness we may then have, to
become immediately due and payable. If we are unable to repay those amounts, the
lenders under our senior secured credit facility and senior second lien
indenture could initiate a bankruptcy proceeding or liquidation proceeding, or
proceed against the collateral granted to them which secures that indebtedness.
If the lenders under our senior secured credit facility agreement and/or our
senior second lien indenture were to accelerate the repayment of outstanding
borrowings, we might not have sufficient assets to repay our
indebtedness.




There
are additional borrowings available to us that could further exacerbate our risk
exposure from debt.




Despite
current indebtedness levels, we may incur substantial additional indebtedness in
the future.  Our senior secured credit facility agreement
and senior subordinated, senior and senior second lien notes indentures and
our other debt instruments limit, but do not prohibit, us from doing
so.   If we incur additional debt above our current outstanding
levels, the risks associated with our substantial leverage would
increase.







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To
the extent that we make select acquisitions, we may not be able to successfully
integrate the acquired businesses into our business.




In the
past, we have grown rapidly through acquisitions. We intend to continue to
pursue select acquisition opportunities within the printing
industry.  To the extent that we seek to pursue additional
acquisitions, we cannot be certain that target businesses will be available on
favorable terms or that, if we are able to acquire businesses on favorable
terms, we will be able to successfully integrate or profitably manage
them.  Successfully integrating an acquisition involves minimizing
disruptions and efficiently managing substantial changes, some of which may be
beyond our control.  An acquisition always carries the risk that, such
changes, including to facility and equipment location, management and employee
base, policies, philosophies and procedures, could have unanticipated effects,
could require more resources than intended and could cause customers to
temporarily or permanently seek alternate suppliers.  A failure to
realize acquisition synergies and savings could negatively impact the results of
both our acquired and existing operations.




A
decline in our consolidated expected profitability or profitability within one
of our individual reporting units could result in the impairment of assets,
including goodwill, other long-lived assets and deferred tax
assets.




We have
material amounts of goodwill, other long-lived assets and deferred tax assets on
our consolidated balance sheet. A decline in expected profitability,
particularly the impact of a continued decline in the U.S. and global economies,
could call into question the recoverability of our related goodwill, other
long-lived assets, or deferred tax assets and require us to write down or
write-off these assets or, in the case of deferred tax assets, recognize a
valuation allowance through a charge to income tax expense.




The
SEC has made informal requests for information from us and we cannot predict
whether the SEC will commence a formal investigation or take any other
action.




As
previously disclosed by us, during the fourth quarter of 2007, senior management
became aware of unsupported accounting entries that were recorded by a plant
controller who had responsibility for two of our envelope plants. As a result,
our audit committee initiated an internal review conducted by outside counsel
under the direction of the audit committee. The review concluded that the
accounting irregularities were isolated to those two envelope plants. As a
result, we recorded adjustments to restate our historical consolidated financial
statements for the year ended December 30, 2006 and interim periods in 2007,
which decreased operating income in 2006 by approximately $2.3 million and
approximately $4.4 million in the first nine months of 2007. In connection with
these restatements and management’s evaluation of internal control over
financial reporting for 2007, we identified several internal control matters
that we believe were remediated. In connection with an informal inquiry,
commencing in September 2008, we briefed the staff of the SEC regarding the
facts surrounding our restatements and other matters. We cannot be sure of the
scope of or predict whether the SEC will take any action in connection with its
informal inquiry, and regardless of whether it ultimately leads to a formal SEC
investigation or action against us or any current or former employees, our
business (including our ability to complete financing transactions) or the
trading price of our securities may be adversely impacted.




Our
industry is highly competitive.




The
printing industry in which we compete is extremely fragmented and highly
competitive.  In the commercial printing market, we compete against a
few large, diversified and financially stronger printing companies, as well as
smaller regional and local commercial printers, many of which are capable of
competing with us on volume, price and production quality.  In the
envelope market, we compete primarily with a few multi-plant and many
single-plant companies servicing regional and local markets.  In the
printed office products market, we compete primarily with document printers with
nationwide manufacturing locations and regional or local printers.  We
believe there currently is excess capacity in the printing industry, which has
resulted in substantial price competition that may continue as customers put
product work out for competitive bid.  We are constantly seeking ways
to reduce our costs, become more efficient and attract customers.  We
cannot, however, be certain that these efforts will be successful, or that our
competitors will not be more successful in their similar efforts.  If
we fail to reduce costs and increase productivity, or to meet customer demand
for new value-added products, services or







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technologies,
we may face decreased revenues and profit margins in markets where we encounter
price competition, which in turn could reduce our cash flow and
profitability.




The
printing business we compete in generally does not have long-term customer
agreements, and our printing operations may be subject to quarterly and cyclical
fluctuations.




The
printing industry in which we compete is generally characterized by individual
orders from customers or short-term contracts.  A significant portion
of our customers are not contractually obligated to purchase products or
services from us.  Most customer orders are for specific printing
jobs, and repeat business largely depends on our customers’ satisfaction with
our work product.  Although our business does not depend on any one
customer or group of customers, we cannot be sure that any particular customer
will continue to do business with us for any period of time. In addition, the
timing of particular jobs or types of jobs at particular times of year may cause
significant fluctuations in the operating results of our various printing
operations in any given quarter.  We depend to some extent on sales to
certain industries, such as the financial services, advertising, pharmaceutical,
automotive and office products industries.  To the extent these
industries experience downturns, the results of our operations may be adversely
affected.




Factors
affecting the U.S. Postal Service can impact demand for our
products.




Historically,
increases in postal rates have resulted in reductions in the volume of mail
sent, including direct mail, which is a meaningful portion of our envelope
volume.  The U.S. Postal Service enacted such increases in May 2007,
2008 and 2009. As postal rate increases in the U.S. are outside our control, we
can provide no assurance that any future increases in U.S. postal rates will not
have a negative effect on the level of mail sent or the volume of envelopes
purchased.  If such events were to occur, we may experience a decrease
in revenues and profitability.




The U.S.
Postal Service has also indicated the potential need to reduce delivery days
from six to five.  We can provide no assurance that such a change
would not impact our customers’ decisions to use direct mail products, which may
in turn cause a decrease in our revenues and profitability.




Factors
other than postal rates that affect the volume of mail sent through the U.S.
postal system may also negatively affect our business. Congress enacted a
federal “Do Not Call” registry in response to consumer backlash against
telemarketers and is contemplating enacting so-called “anti-spam” legislation in
response to consumer complaints about unsolicited e-mail
advertisements.  If similar legislation becomes enacted for direct
mail advertisers, our business could be adversely affected.




The
availability of the internet and other electronic media may adversely affect our
business.




Our
business is highly dependent upon the demand for envelopes sent through the
mail.  Such demand comes from utility companies, banks and other
financial institutions, among other companies.  Our printing business
also depends upon demand for printed advertising and business forms, among other
products.  Consumers increasingly use the internet and other
electronic media to purchase goods and services, and for other purposes such as
paying utility and credit card bills.  Advertisers use the internet
and other electronic media for targeted campaigns directed at specific
electronic user groups.  Large and small businesses use electronic
media to conduct business, send invoices and collect bills.  In
addition, companies have begun to deliver annual reports electronically rather
than in printed form, which could reduce demand for our high impact color
printing.  Although other trends, such as the current growth of
targeted direct mail campaigns based upon mailing lists generated by electronic
purchases, may offset these declines in whole or in part, we cannot be certain
that the acceleration of the trend towards electronic media will not cause a
decrease in the demand for our products.  If demand for our products
decreases, our cash flow or profitability could materially
decrease.







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Increases
in paper costs and any decreases in the availability of paper could have a
material adverse effect on our business.




Paper
costs represent a significant portion of our cost of
materials.  Changes in paper pricing generally do not affect the
operating margins of our commercial printing business because the transactional
nature of the business allows us to pass on most announced increases in paper
prices to our customers.  However, our ability to pass on increases in
paper price is dependent upon the competitive environment at any given
time.  Paper pricing also affects the operating margins of our
envelopes, forms and labels business.  We have historically been less
successful in immediately passing on such paper price increases due to several
factors, including contractual restrictions in certain cases, and the inability
to quickly update catalog prices in other instances.  Moreover, rising
paper costs and their consequent impact on our pricing could lead to a decrease
in demand for our products.




We depend
on the availability of paper in manufacturing most of our
products.  During periods of tight paper supply, many paper producers
allocate shipments of paper based on the historical purchase levels of
customers.  In the past, we have occasionally experienced minor delays
in delivery.  Any future delay in availability could negatively impact
our cash flow and profitability.




We
depend on good labor relations.




As of
January 2, 2010, we have approximately 8,700 employees worldwide, of which
approximately 13% of our employees are members of various local labor
unions.  If our unionized employees were to engage in a concerted
strike or other work stoppage, or if other employees were to become unionized,
we could experience a disruption of operations, higher labor costs or
both.  A lengthy strike could result in a material decrease in our
cash flow or profitability.




Environmental
laws may affect our business.




Our
operations are subject to federal, state, local and foreign environmental laws
and regulations, including those relating to air emissions, wastewater
discharge, waste generation, handling, management and disposal, and remediation
of contaminated sites.  Currently unknown environmental conditions or
matters at our existing and prior facilities, new laws and regulations, or
stricter interpretations of existing laws and regulations could result in
increased compliance or remediation costs that, if substantial, could have a
material adverse effect on our business or operations in the
future.




We
are dependent on key management personnel.




Our
success will depend to a significant degree on our executive officers and other
key management personnel.  We cannot be certain that we will be able
to retain our executive officers and key personnel, or attract additional
qualified management in the future.  In addition, the success of any
acquisitions we may pursue may depend, in part, on our ability to retain
management personnel of the acquired companies.  We do not carry key
person insurance on any of our managerial personnel.




Risks
Relating to the Exchange Notes and This Exchange Offer




We
cannot assure you that an active trading market will develop for the exchange
notes.




The
exchange notes will be new securities for which there is currently no public
market.  Further, we do not intend to apply for listing of the
exchange notes on any securities exchange or for quotation on any automated
dealer quotation system.  Accordingly, notwithstanding any existing
market for the outstanding notes, a market may not develop for the exchange
notes, and if a market does develop, it may not be sufficiently liquid for your
purposes.  If an active, liquid market does not develop for the
exchange notes, the market price and liquidity of the exchange notes may be
adversely affected.




The
liquidity of the trading market, if any, and future trading prices of the
exchange notes will depend on many factors, including, among other things,
prevailing interest rates, our operating results, financial
performance







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and
prospects, the market for similar securities and the overall securities market,
and may be adversely affected by unfavorable changes in these
factors.  The market for the exchange notes may be subject to
disruptions that could have a negative effect on the holders of the exchange
notes, regardless of our operating results, financial performance or
prospects.




If
you do not exchange your outstanding notes pursuant to the exchange offer, you
will continue to have restrictions on your ability to resell them.




The
outstanding notes were not registered under the Securities Act or under the
securities laws of any state and may not be resold, offered for resale or
otherwise transferred unless they are subsequently registered or resold pursuant
to an exemption from the registration requirements of the Securities Act and
applicable state securities laws.  If you do not exchange your
outstanding notes for exchange notes pursuant to the exchange offer, you will
not be able to resell, offer to resell or otherwise transfer the outstanding
notes unless they are registered under the Securities Act or unless you resell
them, offer to resell them or otherwise transfer them under an exemption from
the registration requirements of, or in a transaction not subject to, the
Securities Act.  In addition, once the exchange offer has terminated,
we will no longer be under an obligation to register the outstanding notes under
the Securities Act except in the limited circumstances provided in the exchange
and registration rights agreement.  In addition, to the extent that
outstanding notes are tendered for exchange and accepted in the exchange offer,
any trading market for the untendered and tendered but unaccepted outstanding
notes could be adversely affected.




Risks
Related to the Notes




A
default under any of the agreements governing our indebtedness could result in a
default and acceleration of indebtedness under other agreements.




The
agreements governing our indebtedness, including the credit agreements governing
our senior secured credit facilities and the indentures governing the notes, our
77/8% senior subordinated notes due
2013, which we refer to as the 77/8% Notes, 83/8% senior subordinated notes due
2014, which we refer to as the 83/8% Notes, and 101/2% senior notes due 2016, which
we refer to as the 101/2% Notes, contain cross default
provisions whereby a default under one agreement could result in a default and
acceleration of our repayment obligations under other agreements. If a
cross-default were to occur, we may not be able to pay our debts or borrow
sufficient funds to refinance them. Even if new financing were available, it may
not be on commercially reasonable terms or acceptable terms. If some or all of
our indebtedness is in default for any reason, our business, financial condition
and results of operations could be materially and adversely
affected.




If
we default on our obligations to pay our indebtedness, we may not be able to
make payments on the notes.




Any
default under the agreements governing our indebtedness, including a default
under our senior secured credit facilities, that is not waived by the required
lenders, and the remedies sought by the holders of such indebtedness, could
prevent us from paying principal, premium, if any, and interest on the notes and
substantially decrease the market value of the notes. If we are unable to
generate sufficient cash flow and are otherwise unable to obtain funds necessary
to meet required payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various covenants,
including financial and operating covenants, in the instruments governing our
indebtedness (including covenants in our senior secured credit facilities and
the indentures governing the notes offered hereby and the senior notes), we
could be in default under the terms of the agreements governing such
indebtedness. In the event of such default, the holders of such indebtedness
could elect to declare all the funds borrowed thereunder to be due and payable,
together with accrued and unpaid interest, the lenders under our senior secured
credit facilities could elect to terminate their commitments thereunder, cease
making further loans and institute foreclosure proceedings against our assets,
and we could be forced into bankruptcy or liquidation. If our operating
performance declines, we may in the future need to obtain waivers from the
required lenders under our senior secured credit facilities to avoid being in
default. If we breach our covenants under our senior secured credit facilities
and seek a waiver, we may not be able to obtain a waiver from the required
lenders. If this occurs, we would be in default under our senior secured credit
facilities, the lenders could exercise their rights, as described above, and we
could be forced into bankruptcy or liquidation.







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The
lenders under our senior secured credit facilities will have the discretion to
release the guarantors under the senior secured credit facilities in a variety
of circumstances, which will cause those guarantors to be released from their
guarantees of the notes.




While any
obligations under our senior secured credit facilities remain outstanding, any
guarantee of the notes may be released without action by, or consent of, any
holder of the notes or the trustee under the indenture governing the notes
offered hereby if the related guarantor is no longer a guarantor of obligations
under the senior secured credit facilities or certain other indebtedness. See
“Description of the Exchange Notes—the Guarantees.”  The lenders under
the senior secured credit facilities or such other indebtedness will have the
discretion to release the guarantees under the senior secured credit facilities
in a variety of circumstances. You will not have a claim as a creditor against
any subsidiary that is no longer a guarantor of the notes.




If
we undergo a change of control, we may not have the ability to raise the funds
necessary to finance the change of control offer required by the indenture
governing the notes, which would violate the terms of the notes.




Upon the
occurrence of a change of control, as defined in the indenture governing the
notes, holders of the notes will have the right to require us to purchase all or
any part of such holders’ notes at a price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to (but excluding) the date
of purchase. The events that constitute a change of control under the indenture
may also constitute:




·
            a
      default under our senior secured credit facilities, which prohibit the
      purchase of the notes by us, unless and until our indebtedness under the
      senior secured credit facilities is repaid in full;
  and




·
            a
      change of control under the indentures governing our 77/8% Notes, 83/8% Notes and 101/2% Notes, which would give
      the holders of such notes the right to require us to purchase all or any
      part of such notes at a price equal to 101% of the principal amount
      thereof, plus accrued and unpaid interest, if any to the date of
      purchase.




There can
be no assurance that either we or our guarantor subsidiaries would have
sufficient financial resources available to satisfy all of our or their
obligations under the notes or the related guarantees, our senior secured credit
facilities in the event of a change of control. Our failure to purchase the
notes as required under the indenture governing the notes would result in a
default under that indenture and under our senior secured credit facilities and
could result in a default under the indentures governing the senior notes, which
could have material adverse consequences for us and the holders of the notes.
See “Description of the Exchange Notes—Repurchase at the Option of
Holders—Change of Control.”




The
lien on the collateral securing the notes and the guarantees is junior and
subordinate to the lien on the collateral securing the senior secured credit
facilities and certain other first lien obligations.




The notes
and the guarantees will be secured by second priority liens granted by us and
the existing guarantors and any future guarantor on our assets and the assets of
the guarantors that secure obligations under our senior secured credit
facilities and certain hedging and cash management obligations, subject to
certain permitted liens, exceptions and encumbrances described in the indenture
governing the notes and the security documents relating to the notes. As set out
in more detail under “Description of the Exchange Notes,” the lenders under our
senior secured credit facilities and holders of certain of our hedging and cash
management obligations will be entitled to receive all proceeds from the
realization of the collateral under most circumstances, including upon default
in payment on, or the acceleration of, any obligations under our senior secured
credit facilities, or in the event of our, or any of our subsidiary guarantors’,
bankruptcy, insolvency, liquidation, dissolution, reorganization or similar
proceeding, to repay such obligations in full before the holders of the notes
will be entitled to any recovery from such collateral. In addition, the
indenture governing the notes will permit us and the guarantors to create
additional liens under specified circumstances, including liens senior in
priority to the liens securing the notes. Any obligations secured by such liens
may further limit the recovery from the realization of the collateral available
to satisfy holders of the notes.







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Holders
of the notes will not control decisions regarding collateral.




The
lenders under our senior secured credit facilities, as holders of first priority
lien obligations, will control substantially all matters related to the
collateral pursuant to the terms of the intercreditor agreement. The holders of
the first priority lien obligations may cause the collateral agent thereunder
(the “first lien agent”) to dispose of, release, or foreclose on, or take other
actions with respect to, the collateral (including amendments of and waivers
under the security documents) with which holders of the notes may disagree or
that may be contrary to the interests of holders of the notes, even after a
default under the notes. To the extent collateral is released from securing the
first priority lien obligations, the intercreditor agreement will provide that
in certain circumstances, the second priority liens securing the notes will also
be released. In addition, the security documents related to the second priority
lien generally provide that, so long as the first priority lien obligations are
in effect, the holders of the first priority lien obligations may change, waive,
modify or vary the security documents governing such first priority liens
without the consent of the holders of the notes (except under certain limited
circumstances) and that the security documents governing the second priority
liens will be automatically changed, waived and modified in the same manner.
Further, the security documents governing the second priority liens may not be
amended in any manner adverse to the holders of the first-priority obligations
without the consent of the first lien agent until the first priority lien
obligations are paid in full. The security agreement governing the second
priority liens will prohibit second priority lienholders from foreclosing on the
collateral until payment in full of the first priority lien obligations. We
cannot assure you that in the event of a foreclosure by the holders of the first
priority lien obligations, the proceeds from the sale of collateral would be
sufficient to satisfy all or any of the amounts outstanding under the notes
after payment in full of the obligations secured by first priority liens on the
collateral.




Security
over all of the collateral will not be in place upon the date of issuance of the
notes or will not be perfected on such date.




Certain
security interests, including mortgages and related documentation, will not be
in place on the date of issuance of the notes or will be not be perfected on
such date. We will be required to file or cause to be filed financing statements
under the Uniform Commercial Code to perfect the security interests that can be
perfected by such filings. We will be required to use commercially reasonable
efforts to have all security interests that are required to be perfected by the
security documents to be in place perfected no later than 120 days after the
date of issuance of the notes. Any issues that we are not able to resolve in
connection with the delivery and recordation of such mortgages and security
interests may negatively impact the value of the collateral. To the extent a
security interest in certain collateral is perfected following the date of
issuance of the notes, it might be avoidable in bankruptcy. See below “—Any
Future Pledge of Collateral Might be Avoidable in Bankruptcy.”




It
may be difficult to realize the value of the collateral securing the
notes.




The
collateral securing the notes will be subject to any and all exceptions,
defects, encumbrances, liens and other imperfections as may be accepted by the
trustee for the notes and the second lien collateral agent and any other
creditors that have the benefit of first liens on the collateral securing the
notes from time to time, whether on or after the date the notes are issued. The
existence of any such exceptions, defects, encumbrances, liens and other
imperfections could adversely affect the value of the collateral securing the
notes as well as the ability of the second lien collateral agent to realize or
foreclose on such collateral.




The value
of the collateral at any time will depend on market and other economic
conditions, including the availability of suitable buyers. By their nature, some
or all of the pledged assets may be illiquid and may have no readily
ascertainable market value. We cannot assure you that the fair market value of
the collateral as of the date of this prospectus exceeds the principal amount of
the debt secured thereby. The value of the assets pledged as collateral for the
notes could be impaired in the future as a result of changing economic
conditions, our failure to implement our business strategy, competition,
unforeseen liabilities and other future events. Accordingly, there may not be
sufficient collateral to pay all or any of the amounts due on the notes. Any
claim for the difference between the amount, if any, realized by holders of the
notes from the sale of the collateral securing the notes and the obligations
under the notes will rank equally in right of payment with all of our other
unsecured unsubordinated indebtedness and other obligations, including trade
payables. Additionally, in the event that a bankruptcy case is commenced by or
against its, if the value of the collateral is less than the amount of principal
and accrued and







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unpaid
interest on the notes and all other senior secured obligations, interest may
cease to accrue on the notes from and after the date the bankruptcy petition is
filed.




In the
future, the obligation to grant additional security over assets, or a particular
type or class of assets, whether as a result of the acquisition or creation of
future assets or subsidiaries, the designation of a previously unrestricted
subsidiary or otherwise, is subject to the provisions of the security agreement.
The security agreement sets out a number of limitations on the rights of the
holders of the notes offered hereby to require security in certain
circumstances, which may result in, among other things, the amount recoverable
under any security provided by any subsidiary being limited and/or security not
being granted over a particular type or class of assets. Accordingly, this may
affect the value of the security provided by us and our subsidiaries.
Furthermore, upon enforcement against any collateral or in insolvency, under the
terms of the intercreditor agreement the claims of the holders of the notes
offered hereby to the proceeds of such enforcement will rank behind the claims
of the holders of obligations under our senior secured credit facilities, which
are first priority obligations, and holders of additional secured indebtedness
(to the extent permitted to have priority by the indenture).




The
security interest of the second lien collateral agent will be subject to
practical problems generally associated with the realization of security
interests in collateral. For example, the second lien collateral agent may need
to obtain the consent of a third party to obtain or enforce a security interest
in a contract. We cannot assure you that the collateral agent will be able to
obtain any such consent. We also cannot assure you that the consents of any
third parties will be given when required to facilitate a foreclosure on such
assets. Accordingly, the second lien collateral agent may not have the ability
to foreclose upon those assets and the value of the collateral may significantly
decrease.




Bankruptcy
laws may limit your ability to realize value from the collateral.




The right
of the second lien collateral agent to repossess and dispose of the collateral
upon the occurrence of an event of default under the indenture governing the
notes is likely to be significantly impaired by applicable bankruptcy law if a
bankruptcy case were to be commenced by or against us before the second lien
collateral agent repossessed and disposed of the collateral. Upon the
commencement of a case under the bankruptcy code, a secured creditor such as the
second lien collateral agent is prohibited from repossessing its security from a
debtor in a bankruptcy case, or from disposing of security repossessed from such
debtor, without bankruptcy court approval, which may not be given. Moreover, the
bankruptcy code permits the debtor to continue to retain and use collateral even
though the debtor is in default under the applicable debt instruments, provided
that the secured creditor is given “adequate protection.” The meaning of the
term “adequate protection” may vary according to circumstances, but it is
intended in general to protect the value of the secured creditor’s interest in
the collateral as of the commencement of the bankruptcy case and may include
cash payments or the granting of additional security if and at such times as the
bankruptcy court in its discretion determines that the value of the secured
creditor’s interest in the collateral is declining during the pendency of the
bankruptcy case. A bankruptcy court may determine that a secured creditor may
not require compensation for a diminution in the value of its collateral if the
value of the collateral exceeds the debt it secures.




In view
of the lack of a precise definition of the term “adequate protection” and the
broad discretionary power of a bankruptcy court, it is impossible to
predict:




·
            how
      long payments under the notes could be delayed following commencement of a
      bankruptcy case;




·
            whether
      or when the collateral agent could repossess or dispose of the
      collateral;




·
            the
      value of the collateral at the time of the bankruptcy petition;
      or




·
            whether
      or to what extent holders of the notes would be compensated for any delay
      in payment or loss of value of the collateral through the requirement of
      “adequate protection.”




In
addition, the intercreditor agreement provides that, in the event of a
bankruptcy, the trustee and the second lien collateral agent may not object to a
number of important matters following the filing of a bankruptcy







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petition
so long as any first priority lien obligations are outstanding. After such a
filing, the value of the collateral securing the notes could materially
deteriorate and the holders of the notes would be unable to raise an objection.
The right of the holders of obligations secured by first priority liens on the
collateral to foreclose upon and sell the collateral upon the occurrence of an
event of default also would be subject to limitations under applicable
bankruptcy laws if we or any of our subsidiaries become subject to a bankruptcy
proceeding.




Any
disposition of the collateral during a bankruptcy case would also require
permission from the bankruptcy court. Furthermore, in the event a bankruptcy
court determines the value of the collateral is not sufficient to repay all
amounts due on first priority lien debt and, thereafter, the notes, the holders
of the notes would hold a secured claim only to the extent of the value of the
collateral to which the holders of the notes are entitled and unsecured claims
with respect to such shortfall. The bankruptcy code only permits the payment and
accrual of post-petition interest, costs and attorney’s fees to a secured
creditor during a debtor’s bankruptcy case to the extent the value of its
collateral is determined by the bankruptcy court to exceed the aggregate
outstanding principal amount of the obligations secured by the
collateral.




A
court could void our subsidiaries’ guarantees of the notes and the liens
securing such guarantees under fraudulent transfer laws.




Although
the guarantees provide you with a direct claim against the assets of the
subsidiary guarantors and the guarantees will be secured by the collateral owned
by the guarantors, under the federal bankruptcy laws and comparable provisions
of state fraudulent transfer laws, a guarantee or lien could be voided, or
claims with respect to a guarantee or lien could be subordinated to all other
debts of that guarantor. In addition, a bankruptcy court could void (i.e.,
cancel) any payments by that guarantor pursuant to its guarantee and require
those payments and enforcement proceeds from the collateral to be returned to
the guarantor or to a fund for the benefit of the other creditors of the
guarantor. Each guarantee will contain a provision intended to limit the
guarantor’s liability to the maximum amount that it could incur without causing
the incurrence of obligations under its guarantee to be a fraudulent transfer.
This provision may not be effective to protect the guarantees from being voided
under fraudulent transfer law, or may eliminate the guarantor’s obligations or
reduce the guarantor’s obligations to an amount that effectively makes the
guarantee worthless. In a recent Florida bankruptcy case, this kind of provision
was found to be ineffective to protect the guarantees.




The
bankruptcy court might take these actions if it found, among other things, that
when a subsidiary guarantor executed its guarantee or granted its lien (or, in
some jurisdictions, when it became obligated to make payments under its
guarantee):




·
            such
      subsidiary guarantor received less than reasonably equivalent value or
      fair consideration for the incurrence of its guarantee or granting of the
      lien; and




·
            such
      subsidiary guarantor:




•
            was
      (or was rendered) insolvent by the incurrence of the
      guarantee;




•
            was
      engaged or about to engage in a business or transaction for which its
      assets constituted unreasonably small capital to carry on its
      business;




•
            intended
      to incur, or believed that it would incur, obligations beyond its ability
      to pay as those obligations matured;
or




•
            was
      a defendant in an action for money damages, or had a judgment for money
      damages docketed against it and, in either case, after final judgment, the
      judgment was unsatisfied.




A
bankruptcy court would likely find that a subsidiary guarantor received less
than fair consideration or reasonably equivalent value for its guarantee or lien
to the extent that it did not receive direct or indirect benefit from the
issuance of the notes. A bankruptcy court could also void a guarantee or lien if
it found that the subsidiary issued its guarantee or granted its lien with
actual intent to binder, delay or defraud creditors.







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Although
courts in different jurisdictions measure solvency differently, in general, an
entity would be deemed insolvent if the sum of its debts, including contingent
and unliquidated debts, exceeds the fair value of its assets, or if the present
fair salable value of its assets is less than the amount that would be required
to pay the expected liability on its debts, including contingent and
unliquidated debts, as they become due.




If a
court voided a guarantee or lien, it could require that noteholders return any
amounts previously paid under such guarantee or enforcement proceeds from the
collateral. If any guarantee or lien were voided, noteholders would retain their
rights against us and any other subsidiary guarantors, although there is no
assurance that those entities’ assets would be sufficient to pay the notes in
full.




Any
future pledge of collateral might be avoidable in bankruptcy.




Any
future pledge of collateral in favor of the second lien collateral agent,
including pursuant to mortgages and other security documents delivered after the
date of the indenture governing the notes, might be avoidable by the pledgor (as
debtor-in-possession) or by its trustee in bankruptcy if certain events or
circumstances exist or occur, including, among others, if the pledgor is
insolvent at the time of the pledge, the pledge permits the holders of the notes
to receive a greater recovery than if the pledge had not been given and a
bankruptcy proceeding in respect of the pledgor is commenced within 90 days
following the pledge or, in certain circumstances, a longer period.




The
collateral is subject to casualty risks.




We
maintain insurance or otherwise insure against certain hazards. There are,
however, losses that may not be insured. If there is a total or partial loss of
any of the pledged collateral, we cannot assure you that any insurance proceeds
received by us will be sufficient to satisfy all the secured obligations,
including the notes and the guarantees.




We
cannot be sure that a market for the notes, if any, will develop or
continue.




We cannot
assure you as to:




·
            the
      liquidity of any trading market for the
notes;




·
            your
      ability to sell your notes; or




·
            the
      price at which you may be able to sell your
  notes.




The notes
may trade at a discount from their initial offering price, depending upon
prevailing interest rates, the market for similar securities and other factors,
including general economic conditions, our financial condition, performance and
prospects and prospects for companies in our industry generally. In addition,
the liquidity of the trading market in the notes and the market prices quoted
for the notes may be adversely affected by changes in the overall market for
high-yield securities.




The
initial purchasers have advised us that they presently intend to make a market
in the notes as permitted by applicable law. The initial purchasers are not
obligated, however, to make a market in the notes and any such market-making may
be discontinued at any time at the sole discretion of the initial purchasers. As
a result, you cannot be sure that an active trading market will develop for the
notes.




Prior to
completion of a registered exchange offer for the notes, the notes may not be
publicly offered, sold or otherwise transferred in any jurisdiction where
registration may be required. Under the exchange and registration rights
agreement applicable to the notes, we have agreed to use our best efforts to
exchange the notes for equivalent registered securities or, in some
circumstances, to register resales of the notes under the Securities Act.
However, we may not be successful in consummating the exchange or having the
registration statement declared effective.







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Your
right to receive payment on the notes will be structurally subordinated to the
obligations of our non-guarantor subsidiaries.




Substantially
all of our existing and future domestic subsidiaries will guarantee our
obligations under the notes on a senior secured basis while substantially all of
our existing and future Canadian subsidiaries will guarantee our obligations
under the notes on a senior unsecured basis. However, our non-North American
subsidiaries will not be required by the indenture to guarantee the notes. Our
non-guarantor subsidiaries are separate and distinct legal entities with no
obligation to pay any amounts due pursuant to the notes or the guarantees of the
notes or to provide us or the guarantors with funds for our payment obligations.
Our cash flow and our ability to service our debt, including the notes, depend
in part on the earnings of our non-guarantor subsidiaries and on the
distribution of earnings, loans or other payments to us by these subsidiaries.
As of January 2, 2010, our subsidiaries that will not guarantee the notes had
assets of approximately $18.3 million, or approximately 1.2% of our consolidated
assets. For the fiscal year ended January 2, 2010, our non-guarantor
subsidiaries had net sales of approximately $19.3 million, or approximately 1.1%
of our consolidated revenues for the year, and operating income of approximately
$6.4 million, or approximately 19.9% of our consolidated operating income for
the period.




The notes
will be structurally subordinated to all current and future liabilities,
including trade payables, of our subsidiaries that do not guarantee the notes,
and the claims of creditors of those subsidiaries, including trade creditors,
will have priority as to the assets and cash flows of those subsidiaries. In the
event of a bankruptcy, liquidation, dissolution or similar proceeding of any of
the non-guarantor subsidiaries, holders of their liabilities, including their
trade creditors, will generally be entitled to payment on their claims from
assets of those subsidiaries before any assets are made available for
distribution to us or our guarantor subsidiaries. As of January 2, 2010, the
non-guarantor subsidiaries had approximately $2.6 million of total indebtedness
and other liabilities, including trade payables, but excluding intercompany
liabilities.




With
respect to our real properties to be mortgaged as security for the notes, no
surveys, title insurance or local counsel opinions will be delivered, except
that, if requested by the Collateral Agent, we will use best efforts to obtain a
legal opinion covering the enforceability of the applicable mortgage under the
local law of the jurisdiction in which the applicable mortgaged property is
located.  Accordingly, except for any such legal opinion, there will be no
independent assurance that the mortgages securing the notes are enforceable
under applicable state law to encumber the correct real properties or that there
are no liens other than those permitted by the Indenture encumbering such real
properties.




In
connection with this offering, we are not required to provide surveys, title
insurance or local counsel opinions with respect to our real properties intended
to constitute collateral, except that, if requested by the Collateral Agent, we
will use best efforts to obtain a legal opinion covering the enforceability of
the applicable mortgage under the local law of the jurisdiction in which the
applicable mortgaged property is located. Therefore we can provide no
independent assurances that the (i) the real property encumbered by each
mortgage includes the property owned, leased or otherwise held by us and our
subsidiaries that it was intended to include, (ii) we have the rights to the
real properties that we purport to have in each mortgage and that our title to
such real property is not encumbered by liens not permitted by the Indenture,
and (iii) no encroachments, adverse possession claims, zoning or other
restrictions exist with respect to such real properties which could result in a
material adverse effect on the value or utility of such real
properties.  Without surveys, title insurance or local counsel
opinions (other than such enforceability opinions), and after giving effect to
the first lien priorities held by lenders under our credit facility, you should
not rely on the value of the real property collateral securing the
notes.




USE OF PROCEEDS




We will
not receive any proceeds from the exchange of the exchange notes for the
outstanding notes pursuant to the exchange offer.  Any outstanding
notes that are properly tendered and exchanged pursuant to the exchange offer
will be retired and cancelled.  Accordingly, the issuance of the
exchange notes will not result in any change in our indebtedness.










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RATIO OF EARNINGS TO FIXED CHARGES




The
following table shows the ratio of earnings to fixed charges of the Company for
the periods indicated.  For purposes of computing the following ratio
of earnings to fixed charges, earnings represents income (loss) from continuing
operations before income taxes, discontinued operations and fixed
charges.  Fixed charges represent interest expense, net of capitalized
interest, and such portion of rental expense that represents an appropriate
interest factor.


Year
      ended December 31,
                2005
              Year
      ended December 30,
                2006
              Year
      ended December 29,
                2007
              Year
      ended January 3,
                  2009
              Year
      ended January 2,
                  2010
              Pro
      Forma Year ended January 2, 2010Ratio
      of Earnings to Fixed Charges
              —(1)
              0.6x
      (1)
              1.3x
              —(1)
              0.5x(1)
              0.5x(2)
   (1)
              For
      the years ended December 31, 2005, December 30, 2006, January 3, 2009, and
      January 2, 2010, the amount of earnings needed to achieve a one-to-one
      ratio of earnings to fixed charges was $105.8 million, $32.3 million,
      $315.6 million, and $56.9 million,
      respectively.
  (2)
              The
      pro forma ratio of earnings to fixed charges gives effect to the net
      incremental interest expense related to the repayment of outstanding
      borrowings under our credit facilities with the net proceeds from the
      offering of the notes.  Pro forma, for the year ended
      January 2, 2010, the amount of earnings needed to achieve a
      one-to-one ratio of earnings to fixed charges was
      $74.1 million.





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THE
EXCHANGE OFFER
  As of the
date of this prospectus, $400 million in principal amount of the outstanding
notes is outstanding.  This prospectus, together with the letter of
transmittal, is first being sent to holders on
                    ,
2010.
  Purpose
of the Exchange Offer
  We issued
the outstanding notes on February 5, 2010 in a transaction exempt from the
registration requirements of the Securities Act.  Accordingly, the
outstanding notes may not be reoffered, resold, or otherwise transferred unless
so registered or unless an applicable exemption from the registration and
prospectus delivery requirements of the Securities Act is
available.
  In
connection with the sale of the outstanding notes, we entered into a
registration rights agreement, which requires us to:
  ·
              use
      our commercially reasonable efforts to cause a registration statement
      relating to the exchange offer to be declared effective by the Securities
      and Exchange Commission (the “SEC” or the “Commission”) under the
      Securities Act within 270 days after the date of issuance of the
      outstanding notes;
  ·
              after
      the effectiveness of the registration statement, commence the offer of the
      exchange notes in exchange for surrender of the outstanding notes;
      and
  ·
              keep
      the exchange offer open for not less than 20 business days after the date
      notice of the exchange offer is mailed to the holders of the outstanding
      notes.
  We are
making the exchange offer to satisfy our obligations under the registration
rights agreement.  Other than pursuant to the registration rights
agreement, we are not required to file any registration statement to register
any outstanding notes.  Holders of outstanding notes who do not tender
their outstanding notes or whose outstanding notes are tendered but not accepted
in the exchange offer must generally rely on an exemption from the registration
requirements under the securities laws, including the Securities Act, if they
wish to sell their outstanding notes.
  We are
making the exchange offer in reliance on the position of the staff of the
Commission as set forth in interpretive letters addressed to third parties in
other transactions.  However, we have not sought our own interpretive
letter and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in interpretive
letters to third parties.  Based on these interpretations by the
staff, we believe that the exchange notes issued in the exchange offer in
exchange for outstanding notes may be offered for resale, resold and otherwise
transferred by a holder other than any holder who is a broker-dealer or an
“affiliate” of ours within the meaning of Rule 405 of the Securities Act,
without further compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that:
  ·
              the
      exchange notes are acquired in the ordinary course of the holder’s
      business;
  ·
              the
      holder has no arrangement or understanding with any person to participate
      in the distribution of the exchange notes;
and
  ·
              the
      holder is not engaged in, and does not intend to engage in a distribution
      of the exchange notes.
  For
additional information, see “—Resale of Exchange Notes.”
  If you
tender in the exchange offer for the purpose of participating in a distribution
of the exchange notes, or if you are a broker-dealer who purchased the
outstanding notes from us for resale pursuant to Rule 144A or any other
available exemption under the Securities Act, you cannot rely on the
interpretations by the staff of the Commission stated in these no-action
letters.  Instead, you must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
sale or transfer, unless an exemption from these requirements is otherwise
available.
  Further,
each broker-dealer that receives the exchange notes for its own account in
exchange for the outstanding notes, where the broker-dealer acquired the
outstanding notes as a result of market-making or other trading activities, must
acknowledge in a letter of transmittal that it will deliver a prospectus meeting
the requirements of the
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  Securities
Act in connection with any resale of those exchange notes.  The letter
of transmittal states that by making this acknowledgment and delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.  We have
agreed that this prospectus may be used by a broker-dealer for any resale of
exchange notes issued to it in the exchange offer for a period of 180 days after
the expiration date of the exchange offer.  See “Plan of
Distribution.”
  Terms
of the Exchange
  We are
offering to exchange, subject to the conditions described in this prospectus and
in the letter of transmittal accompanying this prospectus, $400 million in
aggregate principal amount of our 87⁄8% Senior Second Lien Notes due 2018 that
have been registered under the Securities Act for an equal aggregate principal
amount of our outstanding unregistered 87⁄8% Senior Second Lien Notes due
2018.  The terms of the exchange notes are identical in all material
respects to the terms of the outstanding notes, except that:
  ·
              the
      exchange notes will have been registered under the Securities Act, will
      not contain transfer restrictions, and will not bear legends restricting
      their transfer;
  ·
              the
      exchange notes will not contain terms providing for the payment of
      additional interest under circumstances relating to our obligation to file
      and cause a registration statement relating to the notes to be
      effective;
  ·
              the
      exchange notes will be represented by one or more global notes in
      book-entry form unless exchanged for notes in definitive certificated form
      under the limited circumstances described under “Description of the
      Exchange Notes—Global Notes and Book-Entry System”;
  and
  ·
              the
      exchange notes will be issuable in denominations of $2,000 and any
      integral multiples of $1,000.
  The
exchange notes generally will be freely transferable by holders of the exchange
notes and will not be subject to the terms of the registration rights
agreement.  The exchange notes will evidence the same indebtedness as
the outstanding notes exchanged therefor and will be entitled to the benefits of
the indenture.  For additional information, see “Description of the
Exchange Notes.”
  The
exchange offer is not conditioned upon the tender of any minimum principal
amount of outstanding notes.
  The
exchange notes will accrue interest from the last interest payment date on which
interest was paid on the outstanding notes or, if no interest was paid on the
outstanding notes, from the date of issuance of the outstanding notes, which was
on February 5, 2010.  Holders whose outstanding notes are accepted for
exchange will not receive any payment in respect of accrued interest on such
outstanding notes otherwise payable on any interest payment date after
consummation of the exchange offer and, in lieu thereof, will receive payment
with respect to accrued interest on the exchange notes to the extent outstanding
notes or exchange notes were held on the applicable record date.
  Tendering
holders of the outstanding notes will not be required to pay brokerage
commissions or fees or transfer taxes, except as specified in the instructions
in the letter of transmittal, with respect to the exchange of the outstanding
notes in the exchange offer.
  Expiration
Date; Extension; Termination; Amendment
  The
exchange offer will expire at 5:00 p.m., New York City time,
on              ,
2010, unless we, in our sole discretion, have extended the period of time for
which the exchange offer is open.  The time and date, as it may be
extended, is referred to herein as the “expiration date.”  The
expiration date will be at least 20 business days after the commencement of the
exchange offer in accordance with Rule 14e-1(a) under the Exchange
Act.  We expressly reserve the right, at any time or from time to
time, to extend the period of time during which the exchange offer is open, and
thereby delay acceptance for exchange of any outstanding notes.  We
may extend the expiration date by giving written notice of the extension to the
exchange agent and by timely public announcement no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
expiration date.  During the extension, all outstanding notes
previously tendered will remain subject to the exchange offer unless properly
withdrawn.
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  We
expressly reserve the right to:
  ·
              terminate
      or amend the exchange offer and not to accept for exchange any outstanding
      notes not previously accepted for exchange upon the occurrence of any of
      the events specified in “—Certain Conditions to the Exchange Offer” which
      have not been waived by us; and
  ·
              amend
      the terms of the exchange offer in any manner which, in our good faith
      judgment, is advantageous to the holders of the outstanding notes, whether
      before or after any tender of the outstanding
  notes.
  If any
termination or amendment occurs, we will notify the exchange agent and will
either issue a press release or give written notice to the holders of the
outstanding notes and the exchange agent as promptly as
practicable.
  For
purposes of the exchange offer, a “business day” means any day other than
Saturday, Sunday or a date on which banking institutions are required or
authorized by New York State law to be closed, and consists of the time period
from 12:01 a.m.  through 12:00 midnight, New York City
time.  Unless we terminate the exchange offer prior to 5:00 p.m.,
New York City time, on the expiration date, we will exchange the exchange notes
for the outstanding notes promptly following the expiration date.
  Procedures
for Tendering Outstanding Notes
  Our
acceptance of outstanding notes tendered by a holder will constitute a binding
agreement between the tendering holder and us upon the terms and subject to the
conditions described in this prospectus and in the accompanying letter of
transmittal.  All references in this prospectus to the letter of
transmittal are deemed to include a facsimile of the letter of
transmittal.
  A holder
of outstanding notes may tender the outstanding notes by:
  ·
              properly
      completing and signing the letter of
  transmittal;
  ·
              properly
      completing any required signature
guarantees;
  ·
              properly
      completing any other documents required by the letter of transmittal;
      and
  ·
              delivering
      all of the above, together with the certificate or certificates
      representing the outstanding notes being tendered, to the exchange agent
      at its address set forth below at or prior to 5:00 p.m., New York
      City time, on the expiration date;
or
  ·
              complying
      with the procedure for book-entry transfer described below;
    or
  ·
              complying
      with the guaranteed delivery procedures described
  below.
  The
method of delivery of outstanding notes, letters of transmittal and all other
required documents is at the election and risk of the holders.  If the
delivery is by mail, it is recommended that registered mail properly insured,
with return receipt requested, be used.  In all cases, sufficient time
should be allowed to ensure timely delivery.  Holders should not send
outstanding notes or letters of transmittal to us.
  The
signature on the letter of transmittal need not be guaranteed if:
  ·
              tendered
      outstanding notes are registered in the name of the signer of the letter
      of transmittal; and
  ·
              the
      exchange notes to be issued in exchange for the outstanding notes are to
      be issued in the name of the holder;
and
  ·
              any
      untendered outstanding notes are to be reissued in the name of the
      holder.
  In any
other case, the tendered outstanding notes must be:
  ·
              endorsed
      or accompanied by written instruments of transfer in form satisfactory to
      us;
  ·
              duly
      executed by the holder; and
  ·
              the
      signature on the endorsement or instrument of transfer must be guaranteed
      by a bank, broker, dealer, credit union, savings association, clearing
      agency or other institution, each an “eligible institution” that is a
      member of a recognized signature guarantee medallion program within the
      meaning of Rule 17Ad-15 under the Exchange
Act.
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  If the
exchange notes and/or outstanding notes not exchanged are to be delivered to an
address other than that of the registered holder appearing on the note register
for the outstanding notes, the signature in the letter of transmittal must be
guaranteed by an eligible institution.
  The
exchange agent will make a request within two business days after the date of
receipt of this prospectus to establish accounts with respect to the outstanding
notes at The Depository Trust Company, the “book-entry transfer facility,” for
the purpose of facilitating the exchange offer.  We refer to The
Depository Trust Company in this prospectus as “DTC.”  Subject to
establishing the accounts, any financial institution that is a participant in
the book-entry transfer facility’s system may make book-entry delivery of
outstanding notes by causing the book-entry transfer facility to transfer the
outstanding notes into the exchange agent’s account with respect to the
outstanding notes in accordance with the book-entry transfer facility’s
procedures for the transfer.  Although delivery of outstanding notes
may be effected through book-entry transfer into the exchange agent’s account at
the book-entry transfer facility, an appropriate letter of transmittal with any
required signature guarantee and all other required documents, or an agent’s
message, must in each case be properly transmitted to and received or confirmed
by the exchange agent at its address set forth below under “—Exchange Agent”
prior to the expiration date, or, if the guaranteed delivery procedures
described below are complied with, within the time period provided under such
procedures.
  The
exchange agent and DTC have confirmed that the exchange offer is eligible for
the DTC Automated Tender Offer Program.  We refer to the Automated
Tender Offer Program in this prospectus as “ATOP.”  Accordingly, DTC
participants may, in lieu of physically completing and signing the letter of
transmittal and delivering it to the exchange agent, electronically transmit
their acceptance of the exchange offer by causing DTC to transfer outstanding
notes to the exchange agent in accordance with DTC’s ATOP procedures for
transfer.  DTC will then send an agent’s message.
  The term
“agent’s message” means a message which:
  ·
              is
      transmitted by DTC;
  ·
              received
      by the exchange agent and forming part of the book-entry
      transfer;
  ·
              states
      that DTC has received an express acknowledgment from a participant in DTC
      that is tendering outstanding notes which are the subject of the
      book-entry transfer;
  ·
              states
      that the participant has received and agrees to be bound by all of the
      terms of the letter of transmittal;
and
  ·
              states
      that we may enforce the agreement against the
  participant.
  If a
holder desires to accept the exchange offer and time will not permit a letter of
transmittal or outstanding notes to reach the exchange agent before the
expiration date or the procedure for book-entry transfer cannot be completed on
a timely basis, the holder may effect a tender if the exchange agent has
received at its address set forth below on or prior to the expiration date, a
letter, telegram or facsimile transmission, and an original delivered by
guaranteed overnight courier, from an eligible institution setting
forth:
  ·
              the
      name and address of the tendering
holder;
  ·
              the
      names in which the outstanding notes are registered and, if possible, the
      certificate numbers of the outstanding notes to be tendered;
      and
  ·
              a
      statement that the tender is being made thereby and guaranteeing that
      within three business days after the expiration date, the outstanding
      notes in proper form for transfer, or a confirmation of book-entry
      transfer of such outstanding notes into the exchange agent’s account at
      the book-entry transfer facility and an agent’s message, will be delivered
      by the eligible institution together with a properly completed and duly
      executed letter of transmittal and any other required
      documents.
  Unless
outstanding notes being tendered by the above-described method are deposited
with the exchange agent, a tender will be deemed to have been received as of the
date when:
  ·
              the
      tendering holder’s properly completed and duly signed letter of
      transmittal, or a properly transmitted agent’s message, accompanied by the
      outstanding notes or a confirmation of book-entry transfer of
      the
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  outstanding
notes into the exchange agent’s account at the book-entry transfer facility is
received by the exchange agent; or
  ·
              a
      notice of guaranteed delivery or letter, telex or facsimile transmission
      to similar effect from an eligible institution is received by the exchange
      agent.
  Issuances
of exchange notes in exchange for outstanding notes tendered pursuant to a
notice of guaranteed delivery or letter, telex or facsimile transmission to
similar effect by an eligible institution will be made only against deposit of
the letter of transmittal and any other required documents and the tendered
outstanding notes or a confirmation of book-entry and an agent’s
message.
  All
questions as to the validity, form, eligibility, including time of receipt, and
acceptance of outstanding notes tendered for exchange will be determined by us
in our sole discretion, which determination will be final and
binding.  We reserve the absolute right to reject any and all tenders
of any outstanding notes not properly tendered or not to accept any outstanding
notes which acceptance might, in our judgment or the judgment of our counsel, be
unlawful.  We also reserve the absolute right to waive any defects or
irregularities or conditions of the exchange offer as to any outstanding notes
either before or after the expiration date, including the right to waive the
ineligibility of any holder who seeks to tender outstanding notes in the
exchange offer.  The interpretation of the terms and conditions of the
exchange offer, including the letter of transmittal and the instructions
contained in the letter of transmittal, by us will be final and binding on all
parties.  Unless waived, any defects or irregularities in connection
with tenders of outstanding notes for exchange must be cured within such
reasonable period of time as we determine.  Neither we, the exchange
agent nor any other person has any duty to give notification of any defect or
irregularity with respect to any tender of outstanding notes for exchange, nor
will any of us incur any liability for failure to give such
notification.
  If the
letter of transmittal is signed by a person or persons other than the registered
holder or holders of outstanding notes, the outstanding notes must be endorsed
or accompanied by appropriate powers of attorney, in either case signed exactly
as the name or names of the registered holder or holders appear on the
outstanding notes.
  If the
letter of transmittal or any outstanding notes or powers of attorney are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by us, such persons
must submit proper evidence satisfactory to us of their authority to so
act.
  By
tendering, each holder represents to us that, among other things:
  ·
              the
      exchange notes acquired pursuant to the exchange offer are being acquired
      in the ordinary course of business of the
  holder;
  ·
              the
      holder is not participating, does not intend to participate, and has no
      arrangement or understanding with any person to participate, in the
      distribution of the exchange notes;
and
  ·
              the
      holder is not an “affiliate” of ours within the meaning of Rule 405 of the
      Securities Act.
  Each
broker-dealer that receives exchange notes for its own account in exchange for
outstanding notes, where the broker-dealer acquired the outstanding notes as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of the exchange
notes.  See “Plan of Distribution.”
  Terms
and Conditions of the Letter of Transmittal
  The
letter of transmittal contains, among other things, the following terms and
conditions, which are part of the exchange offer.
  The party
tendering outstanding notes for exchange notes exchanges, assigns and transfers
the outstanding notes to us and irrevocably constitutes and appoints the
exchange agent as the party’s agent and attorney-in-fact to cause the
outstanding notes to be assigned, transferred and exchanged.  We refer
to the party tendering notes herein as the “transferor.”  The
transferor represents and warrants that the transferor has full power and
authority to tender, exchange, assign and transfer the outstanding notes and to
acquire exchange notes issuable upon the exchange of the
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  tendered
outstanding notes, and that, when the same are accepted for exchange, we will
acquire good and unencumbered title to the tendered outstanding notes, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim.  The transferor also warrants that the transferor
will, upon request, execute and deliver any additional documents deemed by the
exchange agent or us to be necessary or desirable to complete the exchange,
assignment and transfer of tendered outstanding notes or transfer ownership of
the outstanding notes on the account books maintained by a book-entry transfer
facility.  The transferor further agrees that the acceptance of any
tendered outstanding notes by us and the issuance of exchange notes in exchange
for outstanding notes will constitute performance in full by us of various of
our obligations under the registration rights agreement.  All
authority conferred by the transferor will survive the death or incapacity of
the transferor and every obligation of the transferor will be binding upon the
heirs, legal representatives, successors, assigns, executors and administrators
of the transferor.
  The
transferor certifies that the transferor: is not an “affiliate” of ours within
the meaning of Rule 405 under the Securities Act; is acquiring the exchange
notes offered hereby in the ordinary course of the transferor’s business; and
has no arrangement with any person to participate in the distribution of the
exchange notes.
  Each
holder, other than a broker-dealer, must acknowledge that the holder is not
engaged in, and does not intend to engage in, a distribution of the exchange
notes.  Each transferor which is a broker-dealer receiving the
exchange notes for its own account must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes.  By so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities
Act.
  Withdrawal
Rights
  Tenders
of outstanding notes may be withdrawn at any time before 5:00 p.m. New York
City time, on the expiration date.
  For a
withdrawal to be effective, a written notice of withdrawal sent by telex,
facsimile transmission, or letter must be received by the exchange agent at the
address set forth in this prospectus before 5:00 p.m. New York City time,
on the expiration date.  Any notice of withdrawal must:
  ·
              specify
      the name of the person having tendered the outstanding notes to be
      withdrawn;
  ·
              identify
      the outstanding notes to be withdrawn, including the certificate number or
      numbers and principal amount of such outstanding
  notes;
  ·
              include
      a statement that the holder is withdrawing the holder’s election to have
      the outstanding notes exchanged;
  ·
              be
      signed by the holder in the same manner as the original signature on the
      letter of transmittal by which the outstanding notes were tendered or as
      otherwise described above, including any required signature guarantees, or
      be accompanied by documents of transfer sufficient to have the trustee
      under the indenture register the transfer of the outstanding notes into
      the name of the person withdrawing the tender;
  and
  ·
              specify
      the name in which any such outstanding notes are to be registered, if
      different from that of the person who tendered the outstanding
      notes.
  The
exchange agent will return the properly withdrawn outstanding notes promptly
following receipt of the notice of withdrawal.  If outstanding notes
have been tendered pursuant to the procedure for book-entry transfer, any notice
of withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn outstanding notes or
otherwise comply with the book-entry transfer facility procedure.  All
questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by us and our determination will be final and
binding on all parties.
  Any
outstanding notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the exchange offer.  Any outstanding
notes which have been tendered for exchange but which are not exchanged for any
reason will be returned to the holder without cost to the holder.  In
the case of outstanding notes tendered by book-entry transfer into the exchange
agent’s account at the book-entry transfer facility pursuant to the book-entry
transfer procedures described above, the outstanding notes will be credited to
an account with the book-entry transfer facility specified by the
holder.  In either case, the outstanding notes will be returned
promptly after
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  withdrawal,
rejection of tender or termination of the exchange offer.  Properly
withdrawn outstanding notes may be retendered by following one of the procedures
described in “—Procedures for Tendering Outstanding Notes” at any time before
the expiration date.
  Acceptance
of Outstanding Notes for Exchange; Delivery of Exchange Notes
  Upon
satisfaction or waiver of all the conditions to the exchange offer, we will
accept, on the expiration date, all outstanding notes properly tendered and not
validly withdrawn and will issue or cause to be issued the exchange notes
promptly after such acceptance.  See the discussion under “—Certain
Conditions to the Exchange Offer” for more detailed information.  For
purposes of the exchange offer, we will be deemed to have accepted properly
tendered outstanding notes for exchange when, and if, we have given written
notice of our acceptance to the exchange agent.
  For each
old note accepted for exchange, the holder of the outstanding note will receive
an exchange note having a principal amount equal to that of the surrendered old
note.
  In all
cases, issuance of exchange notes for outstanding notes that are accepted for
exchange pursuant to the exchange offer will be made only after:
  ·
              timely
      receipt by the exchange agent of certificates for the outstanding notes or
      a timely book-entry confirmation of the outstanding notes into the
      exchange agent’s account at the book-entry transfer
    facility;
  ·
              a
      properly completed and duly executed letter of transmittal, or a properly
      transmitted agent’s message; and
  ·
              timely
      receipt by the exchange agent of all other required
    documents.
  If any
tendered outstanding notes are not accepted for any reason described in the
terms and conditions of the exchange offer or if outstanding notes are submitted
for a greater principal amount than the holder desires to exchange, the
unaccepted or non-exchanged outstanding notes will be returned without expense
to the tendering holder of the outstanding notes.  In the case of
outstanding notes tendered by book-entry transfer into the exchange agent’s
account at the book-entry transfer facility pursuant to the book-entry transfer
procedures described above, the non-exchanged outstanding notes will be credited
to an account maintained with the book-entry transfer facility.  In
either case, the outstanding notes will be returned as promptly as practicable
after the expiration of the exchange offer.
  Certain
Conditions to the Exchange Offer
  Notwithstanding
any other provision of the exchange offer, or any extension of the exchange
offer, we will not be required to accept for exchange, or to issue exchange
notes in exchange for, any outstanding notes and may terminate or amend the
exchange offer, by written notice to the exchange agent or by a timely press
release, if, at any time before the acceptance of the outstanding notes for
exchange or the exchange of the exchange notes for such outstanding notes, in
our reasonable judgment any of the following conditions exists:
  ·
              any
      action or proceeding is instituted or threatened in any court or by or
      before any governmental agency with respect to the exchange offer which,
      in our judgment would reasonably be expected to impair our ability to
      proceed with the exchange offer; or
  ·
              the
      exchange offer, or the making of any exchange by a holder, violates
      applicable law or any applicable interpretation of the staff of the
      Commission.
  Regardless
of whether any of the conditions has occurred, we may amend the exchange offer
in any manner which, in our good faith judgment, is advantageous to holders of
the outstanding notes.
  The
conditions described above are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to the condition or we may waive any
condition in whole or in part at any time and from time to time in our sole
discretion.  Our failure at any time to exercise any of the rights
described above will not be deemed a waiver of the right and each right will be
deemed an ongoing right which we may assert at any time and from time to
time.
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  If we
waive or amend the conditions above, we will, if required by law, extend the
exchange offer for a minimum of five business days from the date that we first
give notice, by public announcement or otherwise, of the waiver or amendment, if
the exchange offer would otherwise expire within the five business-day
period.  Any determination by us concerning the events described above
will be final and binding upon all parties.
  The
exchange offer is not conditioned upon any minimum principal amount of
outstanding notes being tendered.
  Exchange
Agent
  Wells
Fargo Bank, National Association has been appointed as the exchange agent for
the exchange offer.  All executed letters of transmittal should be
directed to the exchange agent at one of the addresses set forth
below:
  By
      Registered or Certified Mail:
              By
      Regular Mail or Overnight Courier:
              In
      Person by Hand Only:WELLS
      FARGO BANK, N.A.
                Corporate
      Trust Operations
                MAC
      N9303-121
                PO
      Box 1517
                Minneapolis,
      MN  55480
              WELLS
      FARGO BANK, N.A.
                Corporate
      Trust Operations
                MAC
      N9303-121
                Sixth
      & Marquette Avenue
                Minneapolis,
      MN  55479
              WELLS
      FARGO BANK, N.A.
                12th
      Floor-Northstar East Building
                Corporate
      Trust Operations
                608
      Second Avenue South
                Minneapolis,
      MN  55479By
      Facsimile
                (for
      Eligible Institutions only):
                (612)
      667-6282
                
                For
      Information or confirmation by Telephone:
                (800)
      344-5128
 You
should direct questions, requests for assistance, requests for additional copies
of this prospectus or of the letter of transmittal and requests for notices of
guaranteed delivery to the exchange agent at the address and telephone number
set forth in the letter of transmittal.
  Delivery
to an address other than as set forth on the letter of transmittal, or
transmission of instructions via a facsimile number other than the one set forth
on the letter of transmittal, will not constitute a valid delivery.
  Solicitation
of Tenders; Fees and Expenses
  We have
not retained any dealer-manager in connection with the exchange offer and will
not make any payments to brokers, dealers or others soliciting acceptances of
the exchange offer.  We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith.  We will
also pay brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of this
and other related documents to the beneficial owners of the outstanding notes
and in handling or forwarding tenders for their customers.
  We will
pay the expenses incurred in connection with the exchange offer.  Such
expenses include, among others, the fees and expenses of the exchange agent and
trustee, registration fees, and accounting, legal, printing and related fees and
expenses.
  No person
has been authorized to give any information or to make any representations in
connection with the exchange offer other than those contained in this
prospectus.  If given or made, such information or representations
should not be relied upon as having been authorized by us.  Neither
the delivery of this prospectus nor any exchange made pursuant to this
prospectus, under any circumstances, creates any implication that there has been
no change in our affairs since the respective dates as of which information is
given in this prospectus.  The exchange offer is not being made to,
and tenders will not be accepted from or on behalf of, holders of outstanding
notes in any jurisdiction in which the making of the exchange offer or the
acceptance of the exchange offer would not be in compliance with the laws of the
jurisdiction.  However, we may, at our discretion, take such action as
we may deem necessary to make the exchange offer in the jurisdiction and extend
the exchange offer to holders of outstanding notes in the
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  jurisdiction.  In
any jurisdiction the securities laws or blue sky laws of which require the
exchange offer to be made by a licensed broker or dealer, the exchange offer is
being made on our behalf by one or more registered brokers or dealers which are
licensed under the laws of the jurisdiction.
  Transfer
Taxes
  We will
pay all transfer taxes, if any, applicable to the exchange of outstanding notes
pursuant to the exchange offer.  However, the transfer taxes will be
payable by the tendering holder if:
  ·
              certificates
      representing exchange notes or outstanding notes for principal amounts not
      tendered or accepted for exchange are to be delivered to, or are to be
      issued in the name of, any person other than the registered holder of the
      outstanding notes tendered; or
  ·
              tendered
      outstanding notes are registered in the name of any person other than the
      person signing the letter of transmittal;
or
  ·
              a
      transfer tax is imposed for any reason other than the exchange of
      outstanding notes pursuant to the exchange
  offer.
  We will
bill the amount of the transfer taxes directly to the tendering holder if
satisfactory evidence of payment of the taxes or exemption therefrom is not
submitted with the letter of transmittal.
  Accounting
Treatment
  For
accounting purposes, we will not recognize gain or loss upon the exchange of the
exchange notes for outstanding notes.  We will amortize costs incurred
in connection with the issuance of the exchange notes over the term of the
exchange notes.
  Consequences
of Failure To Exchange
  Holders
of outstanding notes who do not exchange their outstanding notes for exchange
notes pursuant to the exchange offer will continue to be subject to the
restrictions on transfer of the outstanding notes as described in the legend on
the outstanding notes.  Outstanding notes not exchanged pursuant to
the exchange offer will continue to remain outstanding in accordance with their
terms.  In general, the outstanding notes may not be offered or sold
unless registered under the Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act and applicable
state securities laws.  We do not currently anticipate that we will
register the outstanding notes under the Securities Act.
  Participation
in the exchange offer is voluntary, and holders of outstanding notes should
carefully consider whether to participate.  Holders of outstanding
notes are urged to consult their financial and tax advisors in making their own
decision on what action to take.
  As a
result of the making of, and upon acceptance for exchange of all validly
tendered outstanding notes pursuant to the terms of, this exchange offer, we
will have fulfilled a covenant contained in the registration rights
agreement.  Holders of outstanding notes who do not tender their
outstanding notes in the exchange offer will continue to hold the outstanding
notes and will be entitled to all the rights and subject to the limitations
applicable to the outstanding notes under the indenture, except for any rights
under the registration rights agreement that by their terms terminate or cease
to have further effectiveness as a result of the making of this exchange
offer.  All untendered outstanding notes will continue to be subject
to the restrictions on transfer described in the indenture.  To the
extent that outstanding notes are tendered and accepted in the exchange offer,
the trading market for untendered outstanding notes could be adversely
affected.
  We may in
the future seek to acquire, subject to the terms of the indenture, untendered
outstanding notes in open market or privately negotiated transactions, through
subsequent exchange offers or otherwise.  We have no present plan to
acquire any outstanding notes which are not tendered in the exchange
offer.
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  Resale
of Exchange Notes
  We are
making the exchange offer in reliance on the position of the staff of the
Commission as set forth in interpretive letters addressed to third parties in
other transactions.  However, we have not sought our own interpretive
letter and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in such interpretive
letters to third parties.  Based on these interpretations by the
staff, we believe that the exchange notes issued pursuant to the exchange offer
in exchange for outstanding notes may be offered for resale, resold and
otherwise transferred by a holder, other than any holder who is a broker- dealer
or an “affiliate” of ours within the meaning of Rule 405 of the Securities Act,
without further compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that:
  ·
              the
      exchange notes are acquired in the ordinary course of the holder’s
      business; and
  ·
              the
      holder is not participating, and has no arrangement or understanding with
      any person to participate, in a distribution of the exchange
      notes.
  However,
any holder who:
  ·
              is
      an “affiliate” of ours;
  ·
              has
      an arrangement or understanding with respect to the distribution of the
      exchange notes to be acquired pursuant to the exchange offer;
      or
  ·
              is
      a broker-dealer who purchased outstanding notes from us to resell pursuant
      to Rule 144A or any other available exemption under the Securities
      Act,
   cannot
rely on the applicable interpretations of the staff and must comply with the
registration and prospectus delivery requirements of the Securities
Act.  A broker-dealer who holds outstanding notes that were acquired
for its own account as a result of market-making or other trading activities may
be deemed to be an “underwriter” within the meaning of the Securities Act and
must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of exchange notes.  Each such
broker-dealer that receives exchange notes for its own account in exchange for
outstanding notes, where the broker-dealer acquired the outstanding notes as a
result of market-making activities or other trading activities, must
acknowledge, as provided in the letter of transmittal, that it will deliver a
prospectus in connection with any resale of such exchange notes.  For
more detailed information, see “Plan of Distribution.”
  Shelf
Registration Statement
  If:
  (i) we
are not required to file an exchange offer registration statement or to
consummate the exchange offer because the exchange offer is not permitted by
applicable law or Commission policy (after certain procedures have been complied
with),
  (ii) for
any reason the exchange offer is not consummated within 270 days following the
original issuance of the outstanding notes, or
  (iii)
with respect to any holder of outstanding notes that are subject to certain
transfer restrictions as contemplated by the registration rights
agreement
  ·
              the
      holder notifies us that it is prohibited by applicable law or Commission
      policy from participating in the exchange
offer,
  ·
              the
      holder may not resell the exchange notes acquired by it in the exchange
      offer to the public without delivering a prospectus and this prospectus is
      not appropriate or available for such resales by that holder,
      or
  ·
              the
      holder is a broker-dealer and holds outstanding notes acquired directly
      from us or one of our affiliates,
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  then,
upon such Holder’s request, we will:
  ·
              cause
      to be filed a shelf registration statement as promptly as practicable
      providing for resales of all such transfer restricted securities the
      holders of which have provided certain information required pursuant to
      the registration rights agreement;
and
  ·
              use
      commercially reasonable efforts to cause shelf registration statement to
      be declared effective by the Commission within 450 days following the
      original issuance of the outstanding
notes.
  We will
use commercially reasonable efforts to keep the shelf registration statement to
the extent necessary to ensure that it is available for resales of outstanding
notes by the holders of such transfer restricted securities, and to ensure that
it conforms with the requirements of the registration rights agreement, the
Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years following the
effective date of the shelf registration statement (or shorter period that will
terminate when all the outstanding notes covered by the shelf registration
statement have been sold pursuant thereto; provided, that we may for a
period of up to 90 days in any 12-month period determine that the shelf
registration statement is not usable under certain circumstances relating to
corporate developments, public filings with the Commission and similar events,
and suspend the use of the prospectus that is part of the shelf registration
statement.
  Notwithstanding
the foregoing, among other requirements, no holder of such transfer restricted
securities may include any of their transfer restricted securities in any shelf
registration statement unless and until that holder furnishes to us in writing,
within 20 business days after receipt of a request therefor, such information as
we may reasonably request for use in connection with the shelf registration
statement or any prospectus or preliminary prospectus included
therein.
   Additional
Interest
  If either
of the following occurs (each being referred to as a “Registration
Default”):
  ·
              the
      exchange offer has not been consummated within 270 business days following
      the original issuance of the outstanding notes,
  or
  ·
              any
      registration statement required by the registration rights
      agreement  is filed and declared effective but ceases to be
      effective at any time after the 270th day following the original issuance
      of the outstanding notes with respect to an exchange offer registration
      statement or the 450th day following the original issuance of the
      outstanding notes with respect to a shelf registration statement, as the
      case may be.
  then the
interest rate borne by the applicable transfer restricted securities will
increase by 0.25% per annum during the 90-day period immediately following the
occurrence of any Registration Default and will increase by 0.25% per annum at
the end of each subsequent 90-day period, but in no event will the aggregate of
all such increases exceed 0.50% per annum.  Following the cure of all
Registration Defaults relating to any particular transfer restricted securities,
the interest rate borne by the relevant transfer restricted securities will be
reduced to the original interest rate borne thereby; provided,however, that, if after any
such reduction in interest rate, a different Registration Default occurs, the
interest rate borne by the relevant transfer restricted securities will again be
increased pursuant to the foregoing provisions.
  All of
our obligations described above 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 with
respect to such security shall have been satisfied in full.
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DESCRIPTION OF THE EXCHANGE NOTES




The
exchange notes offered hereby in exchange for the outstanding notes (which
exchange notes collectively with the outstanding notes that are not exchanged in
the exchange offer are referred to as the “notes”) will be issued under the
indenture dated as of February 5, 2010 (the “Indenture”) among the Company, the
Guarantors and Wells Fargo Bank, National Association, as trustee (the
“Trustee”).  The following is a summary of the material terms and
provisions of the notes.  The terms of the notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”).  The
notes are subject to all such terms, and prospective investors in the notes are
referred to the Indenture and the Trust Indenture Act for a statement of such
terms.




The terms
of the exchange notes are identical in all material respects to the terms of the
outstanding notes, except the exchange notes will not contain transfer
restrictions, holders of exchange notes will no longer have any registration
rights, and we will not be obligated to pay additional interest on the exchange
notes as described in the Registration Rights Agreement.




This
“Description of the Exchange Notes” is intended to be a useful overview of the
material provisions of the notes, the Indenture, the Security Documents and the
Intercreditor Agreement.  Since this “Description of the Exchange
Notes” is only a summary, you should refer to those documents for a complete
description of our obligations and your rights.  Copies of these
documents have been filed with the SEC.




Brief
Description of the Notes and the Guarantees




The
Notes




The
notes:




·
            will
      be general senior obligations of the
Company;




·
            will
      be effectively junior to the Company’s obligations that are either
      (i) secured by Liens on the Collateral senior or prior to the Second
      Priority Liens, including indebtedness under our Credit Facilities, or
      (ii) secured by assets that are not part of the Collateral that is
      securing the notes, in each case to the extent of the value of the
      collateral securing such
obligations;




·
            will
      be effectively senior to the Company’s existing and future unsecured
      obligations to the extent of the value of the Collateral securing the
      notes, after giving effect to First Priority Liens on the Collateral and
      Permitted Collateral Liens;




·
            will
      be senior in right of payment to all existing and future obligations of
      the Company that are expressly subordinated to the
  notes;




·
            will
      be structurally junior to any obligations of any non-Guarantor
      Subsidiaries; and




·
            will
      be unconditionally guaranteed on a general senior secured basis by each
      Guarantor.




The notes
and the Obligations under the Indenture will be secured by second-priority
security interests in the Collateral (subject as to priority and otherwise to
certain exceptions and Permitted Collateral Liens). As a result, the notes and
the Obligations under the Indenture will be effectively (a) junior to any
Indebtedness of the Company and the Guarantors which either is (i) secured
by the First Priority Liens or (ii) secured by assets which are not part of
the Collateral securing the notes, in each case, to the extent of the value of
such assets, and (b) equal in rank with any Permitted Additional Pari Passu
Obligations. The Indebtedness under the Credit Facilities will be secured by a
first-priority security interest in the Collateral. Accordingly, while the notes
rank equally in right of payment with the Indebtedness under the Credit
Facilities and all other liabilities not expressly subordinated by their terms
to the







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notes,
the notes are effectively subordinated to the Indebtedness outstanding under the
Credit Facilities, to the extent of the value of the Collateral.




The
Guarantees




The notes
will be unconditionally guaranteed on a general secured basis, jointly and
severally, by the Parent Company and substantially all of the current North
American Subsidiaries of the Parent Company (other than the Company) (the
“Subsidiary Guarantors”).




The notes
will be guaranteed by each new Restricted Subsidiary that provides a guarantee
under any Credit Facilities.




The
Guarantees of the notes:




·
            will
      be general senior obligations of each
Guarantor;




·
            will
      be effectively junior to each Guarantor’s obligations that are either
      (i) secured by Liens on the Collateral senior or prior to the Second
      Priority Liens, including indebtedness under our Credit Facilities, or
      (ii) secured by assets that are not part of the Collateral that is
      securing the notes, in each case to the extent of the value of the
      collateral securing such
obligations;




·
            will
      be effectively senior to each Guarantor’s existing and future unsecured
      obligations to the extent of the value of the Collateral securing the
      notes, after giving effect to First Priority Liens on the Collateral and
      Permitted Collateral Liens; and




·
            will
      be senior in right of payment to all existing and future obligations of
      each Guarantor that are expressly subordinated to the
    notes.




As of
January 2, 2010, the Company and the Guarantors had total secured Indebtedness
of approximately $756.5 million, with approximately $128.5 million
(net of any outstanding letters of credit) available under our Credit
Facilities. All of such Indebtedness is secured by Liens having priority to the
Liens securing the notes. The Indenture will permit the Company and the
Guarantors to incur additional Indebtedness under certain
circumstances.




As of the
Issue Date, all of our Subsidiaries will be Restricted Subsidiaries. However,
under the circumstances described below under the subheading “Certain
Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be
permitted to designate certain of our subsidiaries as “Unrestricted
Subsidiaries.” Unrestricted Subsidiaries will not be subject to many of the
restrictive covenants in the Indenture.




Unrestricted
Subsidiaries will not guarantee the notes.




Upon any
release of a Guarantor from its Guarantee, such Guarantor will also be
automatically and unconditionally released from its obligations under the
Security Documents.




Principal,
Maturity and Interest




We will
issue the notes initially with a maximum aggregate principal amount of
$400.0 million in denominations of $2,000 and integral multiples of $1,000.
The notes will mature on February 1, 2018.




Subject
to our compliance with the covenants described under the captions “—Certain
Covenants—Incurrence of Indebtedness” and “—Certain Covenants—Liens” we may,
without the consent of the Holders, issue more notes under the Indenture on the
same terms and conditions as the notes being offered hereby in an unlimited
principal amount (the “additional notes”). Any such additional notes that are
actually issued will be treated as issued and outstanding notes (and as the same
class as the initial notes) for all purposes of the Indenture and this
“Description of the Notes” unless the context indicates otherwise.







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Interest
on the notes will accrue at the rate of 87⁄8% per annum and will be payable
semiannually in arrears on each February 1 and August 1, commencing on
August 1, 2010. We will make each interest payment to the Holders of record
of the notes on the immediately preceding January 15 and July 15.




Interest
on the notes will accrue from the date of original issuance or, if interest has
already been paid, from the date it was most recently paid. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day
months.




Additional
interest may accrue on the notes in certain circumstances pursuant to the
Registration Rights Agreement.




Note
Guarantees; Restrictions on Parent Company and Subsidiary
Guarantors




The
Guarantors, which will include the Parent Company and the Subsidiary Guarantors,
will jointly and severally guarantee our obligations under the notes. The notes
will be guaranteed in the future by each new North American Subsidiary that
provides a guarantee under any Credit Facilities.




The
obligations of each Subsidiary Guarantor under its Note Guarantee will be
limited as necessary to prevent that Note Guarantee from constituting a
fraudulent conveyance under applicable law. This provision may not be effective
to protect the Note Guarantees from being voided under fraudulent transfer law,
or may eliminate the Guarantors’ obligations or reduce such obligations to an
amount that effectively makes the Note Guarantee worthless. In a recent Florida
bankruptcy case, a similar provision was found to be ineffective to protect the
guarantees.




Except in
a transaction as a result of which a Subsidiary Guarantor would be released from
its Note Guarantee as provided in the Indenture and described below, no
Guarantor may sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person (other than the Company or a
Subsidiary Guarantor) unless:




(1)           either:
(a) such Guarantor is the surviving corporation; or (b) the Person
formed by or surviving any such consolidation or merger (if other than such
Guarantor) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a corporation organized or existing under
the laws of the United States, any state thereof or the District of Columbia or
the jurisdiction in which such Guarantor is organized and under the laws of
which it is existing;




(2)           the
Person formed by or surviving any such consolidation or merger (if other than
such Guarantor), or the Person to which such sale, assignment, transfer,
conveyance or other disposition shall have been made assumes all the obligations
of such Guarantor under the Note Guarantees and the Indenture, as applicable,
pursuant to agreements reasonably satisfactory to the Trustee; and




(3)           
immediately after such transaction no Default or Event of Default
exists.




The Note
Guarantee of a Subsidiary Guarantor will be released:




(1)           in
connection with any sale or other disposition of all or substantially all of the
assets of that Subsidiary Guarantor (including by way of merger or
consolidation), if the Company applies the Net Proceeds of that sale or other
disposition in accordance with the applicable provisions of the Indenture;
or




(2)           in
connection with any sale of all of the capital stock of a Subsidiary Guarantor,
if the Company applies the Net Proceeds of that sale in accordance with the
applicable provisions of the Indenture.




See
“—Repurchase at the Option of Holders—Asset Sales.”







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Security




General




The notes
and the Company’s Obligations under the Indenture will be secured by Second
Priority Liens granted by the Company, the existing Domestic Guarantors and any
future Domestic Guarantor on substantially all of the assets of Company and the
Domestic Guarantors (whether now owned or hereafter arising or acquired),
subject to certain exceptions, Permitted Collateral Liens and encumbrances
described in the Indenture and the Security Documents.




In the
security and pledge agreement, the Parent Company will pledge the stock of the
Company and the Company and the Domestic Guarantors other than the Parent
Company, subject to certain exceptions, will grant security interests in
(collectively, excluding the Excluded Property, the “Collateral”):




(a)           all
present and future shares of Capital Stock of (or other ownership or profit
interests in) each of the Company’s present and future direct and indirect
subsidiaries held by the Company or a Domestic Guarantor;




(b)           all
present and future intercompany debt owed to the Company or any Domestic
Guarantor;




(c)           all
of the present and future property and assets, real and personal, of the Company
and each Domestic Guarantor, including, but not limited to, machinery and
equipment, inventory and other goods, accounts receivable, owned real estate,
leaseholds, fixtures, bank accounts, general intangibles, financial assets,
investment property, license rights, patents, trademarks, trade names,
copyrights, other intellectual property, chattel paper, insurance proceeds,
contract rights, hedge agreements, documents, instruments, indemnification
rights, tax refunds and cash; and




(d)           all
proceeds and products of the property and assets described in clauses (a),
(b) and (c) above.




The
Indenture and the Security Documents will exclude certain property from the
Collateral (the “Excluded Property”), including:




(a)           more
than 65% of the aggregate issued and outstanding voting Capital Stock of any
Foreign Subsidiary owned directly by the Company or a Domestic
Guarantor,




(b)           Capital
Stock of any Foreign Subsidiary that is organized as an “unlimited liability
company” in the Province of Nova Scotia,




(c)           any
Capital Stock of any Subsidiary of the Company to the extent necessary for such
Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule
3-10 of Regulation S-X under the Exchange Act, due to the fact that such
Subsidiary’s Capital Stock secures the notes or note Guarantees, to file
separate financial statements with the Securities and Exchange Commission (or
any other governmental agency),




(d)           any
general intangible, chattel paper, instrument or account which by its terms
prohibits the creation of a security interest therein (whether by assignment or
otherwise), except to the extent that Section 9-406(d), 9-407(a) or
9-408(a) of the UCC is effective to render any such prohibition
ineffective,




(e)           any
permit, lease, license or franchise to the extent any law applicable thereto
prohibits the creation of a security interest therein, and







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(f)           any
equipment (including any software incorporated therein) owned by the Company or
any Domestic Guarantor on the Issue Date or thereafter acquired that is subject
to a lien securing a purchase money obligation or Capital Lease Obligation
permitted to be incurred pursuant to the provisions of the Indenture to the
extent that the contract or other agreement in which such lien is granted (or
the documentation providing for such purchase money obligation or Capital Lease
Obligation) validly prohibits the creation of any other lien on such
Collateral.




The
Company will be required to perfect on the Issue Date the security interests in
the Collateral to the extent they can be perfected by the filing of UCC-1
financing statements or the delivery of certificates representing Capital Stock
or notes representing intercompany debt. To the extent any such security
interest cannot be perfected by such filing or delivery, the Company will be
required to use commercially reasonable efforts to have all security interests
that are required by the Security Documents to be in place perfected as soon as
practicable following the Issue Date, but in any event no later than 120 days
after the Issue Date. If the Company or any Domestic Guarantor were to become
subject to a bankruptcy proceeding, any Liens recorded or perfected after the
Issue Date would face a greater risk of being invalidated than if they had been
recorded or perfected on the Issue Date.




Subject
to the foregoing, if property that is intended to be Collateral is acquired by
the Company or a Domestic Guarantor (including property of a Person that becomes
a new Domestic Guarantor) that is not automatically subject to a perfected
security interest under the Security Documents, then the Company or such
Domestic Guarantor will provide a Second Priority Lien over such property (or,
in the case of a new Domestic Guarantor, such of its property) in favor of the
Collateral Agent and deliver certain certificates and opinions in respect
thereof, all as and to the extent required by the Indenture or the Security
Documents.




As set
out in more detail below, upon an enforcement event or Insolvency or Liquidation
Proceeding, proceeds from the Collateral will be applied first to satisfy First
Lien Obligations and then ratably to satisfy obligations under the notes and any
Permitted Additional Pari Passu Obligations. In addition, the Indenture will
permit the Company and the Guarantors to create additional Liens under specified
circumstances. See the definition of “Permitted Collateral Liens.”




The
Collateral will be pledged to (1) the administrative agent under the Credit
Facilities (together with any successor, the “First Lien Agent”), on a
first-priority basis, for the benefit of the First Lien Secured Parties to
secure the First Lien Obligations and (2) the Collateral Agent, on a
second-priority basis, for the benefit of the Trustee and the Holders of the
notes and the holders of any Permitted Additional Pari Passu Obligations to
secure the Second Lien Obligations. The Second Lien Obligations will constitute
claims separate and apart from (and of a different class from) the First Lien
Obligations. The Second Priority Liens will be junior and subordinate to the
First Priority Liens.




Control
over Collateral and Enforcement of Liens




The
Security Documents provide that, prior to the Discharge of First Lien
Obligations, the First Lien Agent will have the sole power to exercise remedies
against the Collateral (subject to the right of the Collateral Agent and the
holders of Second Lien Obligations to take limited protective measures with
respect to the Second Priority Liens and to take certain actions that would be
permitted to be taken by unsecured creditors) and to foreclose upon and dispose
of the Collateral.




Proceeds
realized by the First Lien Agent or the Collateral Agent from the Collateral
(including proceeds of Collateral in an Insolvency or Liquidation Proceeding)
will be applied:




·
            first, to amounts owing
      to the holders of the First Lien Obligations until the Discharge of First
      Lien Obligations;




·
            second, to amounts
      owing to the Collateral Agent in its capacity as such in accordance with
      the terms of the Security Documents and to amounts owing to the Trustee in
      its capacity as such in accordance with the terms of the
      Indenture;







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·
            third, to amounts owing
      to any representative for Permitted Additional Pari Passu Obligations in
      its capacity as such in accordance with the terms of such Permitted
      Additional Pari Passu Obligations;




·
            fourth, ratably to
      amounts owing to the holders of Second Lien Obligations in accordance with
      the terms of the Security Documents and the Indenture;
  and




·
            fifth, to the Company
      and/or other Persons entitled
thereto.




None of
the Collateral has been appraised in connection with the offering of the notes.
The fair market value of the Collateral is subject to fluctuations based on
factors that include, among others, the condition of our industry, our ability
to implement our business strategy, the ability to sell the Collateral in an
orderly sale, general economic conditions, the availability of buyers and
similar factors. The amount to be received upon a sale of the Collateral would
be dependent on numerous factors, including but not limited to the actual fair
market value of the Collateral at such time and the timing and the manner of the
sale. By its nature, portions of the Collateral may be illiquid and may have no
readily ascertainable market value. Likewise, there can be no assurance that the
Collateral will be saleable, or, if saleable, that there will not be substantial
delays in its liquidation. In the event of a foreclosure, liquidation,
bankruptcy or similar proceeding, we cannot assure you that the proceeds from
any sale or liquidation of the Collateral will be sufficient to pay our
obligations under the notes. In addition, the fact that the First Lien Lenders
will receive proceeds from enforcement of the Collateral before Holders of the
notes, that other Persons may have first-priority Liens in respect of Collateral
subject to Permitted Collateral Liens and that the Second Priority Lien held by
the Collateral Agent will secure any Permitted Additional Pari Passu Obligations
in addition to the Obligations under the notes and the Indenture could have a
material adverse effect on the amount that Holders of the notes would receive
upon a sale or other disposition of the Collateral. Accordingly, there can be no
assurance that proceeds of any sale of the Collateral pursuant to the Indenture
and the related Security Documents following an Event of Default would be
sufficient to satisfy, or would not be substantially less than, amounts due
under the notes. In addition, in the event of a bankruptcy, the ability of the
Holders to realize upon any of the Collateral may be subject to certain
bankruptcy law limitations as described below.




If the
proceeds from a sale or other disposition of the Collateral were not sufficient
to repay all amounts due on the notes, the Holders of the notes (to the extent
not repaid from the proceeds of the sale of the Collateral) would have only an
unsecured claim against the remaining assets of the Company and the
Guarantors.




To the
extent that Liens (including Permitted Liens), rights or easements granted to
third parties encumber assets located on property owned by the Company or the
Guarantors, including the Collateral, such third parties may exercise rights and
remedies with respect to the property subject to such Liens that could adversely
affect the value of the Collateral and the ability of the Collateral Agent, the
Trustee or the Holders of the notes to realize or foreclose on
Collateral.




Certain
Bankruptcy Limitations




The right
of the Collateral Agent to repossess and dispose of the Collateral upon the
occurrence of an Event of Default would be significantly impaired by bankruptcy
law in the event that a bankruptcy case were to be commenced by or against the
Company or any Guarantor prior to the Collateral Agent’s having repossessed and
disposed of the Collateral. Upon the commencement of a case for relief under
Title 11 of the United States Code, as amended (the “Bankruptcy Code”), a
secured creditor such as the Collateral Agent is prohibited from repossessing
its security from a debtor in a bankruptcy case, or from disposing of security
without bankruptcy court approval.




In view
of the broad equitable powers of a U.S. bankruptcy court, it is impossible to
predict how long payments under the notes could be delayed following
commencement of a bankruptcy case, whether or when the Collateral Agent could
repossess or dispose of the Collateral, the value of the Collateral at any time
during a bankruptcy case or whether or to what extent Holders of the notes would
be compensated for any delay in payment or loss of value of the Collateral. The
Bankruptcy Code permits only the payment and/or accrual of post-petition
interest, costs and attorneys’ fees to a secured creditor during a debtor’s
bankruptcy case to the extent the value of such creditor’s interest in the
collateral is determined by the bankruptcy court to exceed the aggregate
outstanding principal amount of the obligations secured by the
collateral.







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Furthermore,
in the event a bankruptcy court determines that the value of the Collateral is
not sufficient to repay all amounts due on the notes, the Holders of the notes
would hold secured claims only to the extent of the value of the Collateral to
which the Holders of the notes are entitled, and unsecured claims with respect
to such shortfall.




Release
of Liens




The
Security Documents and the Indenture provide that the Second Priority Liens
securing the Note Guarantee of any Guarantor will be automatically released when
such Guarantor’s Note Guarantee is released in accordance with the terms of the
Indenture. In addition, the Second Priority Liens securing the Obligations under
the notes and the Indenture will be released (a) in whole, upon a legal
defeasance or a covenant defeasance of the notes as set forth below under
“—Legal Defeasance and Covenant Defeasance,” (b) in whole, upon
satisfaction and discharge of the Indenture, (c), in whole, upon payment in full
of principal, interest and all other Obligations on the notes issued under the
Indenture, (d) in whole or in part, with the consent of the requisite
Holders of the notes in accordance with the provisions under “—Amendment,
Supplement and Waiver,” including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, notes, and
(e) in part, as to any asset constituting Collateral (A) that is sold
or otherwise disposed of by the Company or any of the Guarantors in a
transaction permitted by “—Certain Covenants—Limitation on Asset Sales” and by
the Security Documents (to the extent of the interest sold or disposed of) or
otherwise permitted by the Indenture and the Security Documents, if all other
Liens on that asset securing the First Lien Obligations and any Permitted
Additional Pari Passu Obligations then secured by that asset are released;
(B) that is cash withdrawn from deposit accounts for any purpose not
prohibited under the Indenture or the Security Documents; (C) that is
Capital Stock of a Subsidiary of the Company to the extent necessary for such
Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule
3-10 of Regulation S-X under the Securities Act, due to the fact that such
Subsidiary’s Capital Stock secure the notes or Guarantees, to file separate
financial statements with the Securities and Exchange Commission (or any other
governmental agency); (D) that is used to make a Restricted Payment or
Permitted Investment permitted by the Indenture; (E) that becomes Excluded
Property; or (F) that is otherwise released in accordance with, and as
expressly provided for in accordance with, the Indenture and the Security
Documents.




To the
extent applicable, the Company will comply with Section 313(b) of the TIA,
relating to reports, and Section 314(d) of the TIA, relating to the release
of property and to the substitution therefor of any property to be pledged as
Collateral for the notes. Any certificate or opinion required by
Section 314(d) of the TIA may be made by an officer of the Company except
in cases where Section 314(d) requires that such certificate or opinion be
made by an independent engineer, appraiser or other expert, who shall be
reasonably satisfactory to the Trustee. In every instance that the Trustee or
the Collateral Agent is asked to acknowledge a release, the Company shall
deliver an Officers’ Certificate stating that all conditions to the release in
the Indenture and the Security Documents have been satisfied.




Intercreditor
Agreement




The
Company, the Domestic Guarantors, the Collateral Agent and the First Lien Agent
will enter into the Intercreditor Agreement, which will establish the
second-priority status of the Second Priority Liens relative to the First
Priority Liens. In addition to the provisions described above with respect to
control of remedies, release of Collateral and amendments to the Security
Documents, the Intercreditor Agreement also imposes certain other restrictions
and agreements, including the restrictions and agreements described
below.




·
            Pursuant
      to the Intercreditor Agreement, the Collateral Agent, the Trustee, the
      Holders of the notes and the holders of any Permitted Additional Pari
      Passu Obligations agree that the First Lien Agent and the other First Lien
      Secured Parties have no fiduciary duties to them in respect of the
      maintenance or preservation of the Collateral. The First Lien Agent will
      agree in the Intercreditor Agreement to hold, until the Discharge of First
      Lien Obligations, certain possessory collateral also for the benefit of
      the Trustee, the Collateral Agent and the holders of the Second Lien
      Obligations. In addition, the Collateral Agent, the Trustee and the
      Holders of the notes and the holders of any Permitted Additional Pari
      Passu Obligations waive any claim against the First Lien Agent and the
      First Lien Lenders in connection with any actions they may take under the
      Credit Agreement or with respect to
the







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Collateral.
They further waive any right to assert, or request the benefit of, any
marshalling or similar rights that may otherwise be available to
them.




·
            The
      Intercreditor Agreement will provide for the right of the Collateral Agent
      and the holders of Second Lien Obligations to exercise rights and remedies
      as unsecured creditors against the Company or any Grantor, subject to
      certain terms, conditions, waivers and limitations as more fully set forth
      in the Intercreditor Agreement.




·
            Pursuant
      to the Intercreditor Agreement, the Collateral Agent and the Trustee, for
      itself and on behalf of the Holders of the notes and the holders of any
      Permitted Additional Pari Passu Obligations, irrevocably constitute and
      appoint the First Lien Agent and any officer or agent of the First Lien
      Agent, with full power of substitution, as their true and lawful
      attorney-in-fact with full irrevocable power and authority in the place of
      the Trustee, Collateral Agent, Holders of the notes, holders of any
      Permitted Additional Pari Passu Obligations or in the First Lien Agent’s
      own name, from time to time in the First Lien Agent’s discretion, for the
      purpose of carrying out the terms of certain sections of the Intercreditor
      Agreement (including those relating to the release of the Second Priority
      Liens as permitted thereby, including releases upon sales due to
      enforcement of remedies or otherwise provided for in the Intercreditor
      Agreement), to take any and all appropriate action and to execute any and
      all releases, documents and instruments which may be necessary or
      desirable to accomplish the purposes of such section of the Intercreditor
      Agreement, including any financing statements, mortgage releases,
      intellectual property releases, endorsements or other instruments of
      transfer or release of such liens.




·
            Notwithstanding
      the time, manner, order or method of grant, creation, attachment or
      perfection of any First Priority Liens or Second Priority Liens, the First
      Priority Liens will rank senior to any Second Priority Liens on the
      Collateral. The Collateral for the First Priority Liens, the Second
      Priority Liens and the Permitted Additional Pari Passu Obligations will at
      all times be the same, provided that the
      Excluded Property identified in clause (c) of the definition of
      “Excluded Property” may secure the First Lien
  Obligations.




·
            The
      Trustee, the Collateral Agent, the Holders and the holders of any
      Permitted Additional Pari Passu Obligations agree that if they receive
      payments at any time from the Collateral in contravention of the
      Intercreditor Agreement, they will promptly turn such payments over to
      First Lien Obligation holders (through the First Lien
    Agent).




In
addition, if the Company or any other Grantor is subject to any Insolvency or
Liquidation Proceeding, the Trustee, the Collateral Agent, the Holders and the
holders of any Permitted Additional Pari Passu Obligations agree
that:




·
            they
      will not object to or otherwise contest (and, as necessary, will consent
      to) the Company’s or such other Grantor’s use of cash collateral if the
      First Lien Obligation holders consent to such
  usage;




·
            they
      shall not seek or require the Company or any other Grantor to provide any
      adequate protection, or accept any such adequate protection, for Second
      Lien Obligations except that if, in connection with the use of Collateral
      constituting cash collateral by the Company and the other Grantors or
      debtor-in-possession (“DIP”) financing provided to the Company and the
      other Grantors, the First Lien Obligation holders are granted adequate
      protection in the form of additional collateral, then the Trustee may seek
      or request adequate protection in the form of a replacement or additional
      Lien on such additional collateral and the First Lien Obligation holders
      will not object to or otherwise contest (and, as necessary, will consent
      to) such adequate protection, so long as all such replacement or
      additional Liens are fully junior and subordinate both to the Liens
      securing the First Lien Obligations (and are subject to the terms of the
      Intercreditor Agreement) and to the Liens securing the DIP
      financing;




·
            if
      the First Lien Obligation holders consent to a DIP financing, the Trustee
      and the holders of the Second Lien Obligations will be deemed to have
      consented to, and will not object to, such DIP financing and to the
      priming of their Liens in connection therewith in the event that the Liens
      in favor







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of the
First Lien Obligation holders are primed in connection with such DIP financing
(provided that the
aggregate principal amount of the DIP financing, plus the aggregate principal
amount of First Lien Obligations, does not exceed the sum of (i) the amount
permitted under clause (1) of the definition of “Permitted Debt” plus
(ii) $25.0 million);




·
            prior
      to the Discharge of First Lien Obligations, without the prior written
      consent of the First Lien Agent and the required First Lien Lenders, they
      will not seek relief from the automatic stay or any other stay in any
      Insolvency or Liquidation Proceeding; provided that the
      Trustee may seek or request adequate protection (i) in the form of a
      replacement or additional Lien and the First Lien Obligation holders will
      not object to or otherwise contest (and, as necessary, will consent to)
      such adequate protection, so long as all such replacement or additional
      Liens are fully junior and subordinate to the Liens securing the First
      Lien Obligations (and are subject to the terms of the Intercreditor
      Agreement) or (ii) if a motion for adequate protection by the First
      Lien Agent or any holder of First Lien Obligations has been denied by the
      bankruptcy court;




·
            they
      will not oppose any sale or other disposition of the Collateral consented
      to by the First Lien Obligation holders and shall be deemed to have
      consented to and released the Liens securing the Second Lien Obligations
      (provided that
      (x) the Liens securing the First Lien Obligations are simultaneously
      being released and (y) the net proceeds of such sale or other
      disposition of the Collateral are being used to repay First Lien
      Obligations);




·
            none
      of the Trustee, the Collateral Agent or any holder of any Second Lien
      Obligations may support any plan of reorganization in any Insolvency or
      Liquidation Proceeding unless such plan (i) pays off in cash in full
      the First Lien Obligations or (ii) is otherwise accepted by the class
      of holders of the First Lien Obligations voting
  thereon;




·
            until
      the Discharge of First Lien Obligations, neither the Trustee nor the
      Collateral Agent, on behalf of itself and the Holders of the notes or the
      holders of any Permitted Additional Pari Passu Obligations, will assert or
      support any claim under Section 506(c) of the Bankruptcy Code senior
      to or on a parity with the Liens securing the First Lien Obligations for
      costs and expenses of preserving or disposing of any Collateral (provided that this
      clause will not preclude the Trustee, the Collateral Agent, the Holders of
      the notes or the holders of any Permitted Additional Pari Passu
      Obligations from supporting a plan of reorganization permitted by the
      preceding bullet point); and




·
            the
      Trustee, the Collateral Agent and the holders of Second Lien Obligations
      acknowledge that holders of First Lien Obligations may have rights under
      Section 1111(b)(2) of the Bankruptcy
Code.




No
Impairment of the Security Interests




Neither
the Company nor any of the Guarantors will be permitted to take any action, or
knowingly or negligently omit to take any action, which action or omission might
or would have the result of materially impairing the security interest with
respect to the Collateral for the benefit of the Trustee, the Collateral Agent
and the Holders of the notes.




Further
Assurances




Subject
to the limitations described above under “—General,” the Security Documents and
the Indenture will provide that the Company and the Guarantors shall, at their
expense, duly execute and deliver, or cause to be duly executed and delivered,
such further agreements, documents and instruments, and do or cause to be done
such further acts, as may be necessary or proper to evidence, perfect, maintain
and enforce the Second Priority Lien on the Collateral granted to the Collateral
Agent and the priority thereof, and to otherwise effectuate the provisions or
purposes of the Indenture and the Security Documents.







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Optional
Redemption




The notes
may be redeemed, in whole or in part, at any time prior to February 1, 2014, at
the option of the Company upon not less than 30 nor more than 60 days’ prior
notice mailed by first-class mail to each Holder’s registered address, at a
redemption price equal to 100% of the principal amount of the notes redeemed
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to
but not including, the applicable redemption date (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date).




After
February 1, 2014, the Company may redeem all or a part of the notes (which
includes additional notes, if any) upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on February 1 of the years indicated below:







Year
            Percentage2014
            104.4382015
            102.2192016
      and thereafter
            100.000




In
addition, prior to February 1, 2013, the Company may at its option on any one or
more occasions redeem the notes (including additional notes, if any) in an
aggregate principal amount not to exceed 35% of the aggregate principal amount
of the notes (including additional notes, if any) originally issued at a
redemption price of 108.875% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the redemption date, with the net cash
proceeds of one or more Equity Offerings; providedthat:




(1)           at
least 65% of such aggregate principal amount of the notes (including additional
notes, if any) originally issued remains outstanding immediately after the
occurrence of such redemption (other than notes held directly or indirectly by
the Parent Company, the Company and its Affiliates); and




(2)           each
such redemption must occur within 90 days of the date of the closing of such
Equity Offering.




In
addition, prior to February 1, 2014, the Company may redeem up to 10% of the
aggregate principal amount of the notes outstanding on the Issue Date in any
12-month period, in connection with up to two redemptions in such 12-month
period, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price of
103% of the principal amount thereof, plus accrued and unpaid interest to the
redemption date.




Mandatory
Redemption




The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the notes.




Other
Acquisitions of Notes




The
Company may acquire notes by means other than a redemption, whether pursuant to
an issuer tender offer, open market purchase or otherwise, in accordance with
applicable securities laws, so long as the acquisition does not otherwise
violate the terms of the Indenture.







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Repurchase
at the Option of Holders




Change
of Control




If a
Change of Control occurs, each Holder of notes will have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple thereof (provided
howeverthat no note will be purchased in part if such note would have a
remaining principal amount of less than $2,000) of that Holder’s notes pursuant
to the offer described below (the “Change of Control Offer”). In the Change of
Control Offer, the Company will offer a “Change of Control Payment” in cash
equal to 101% of the aggregate principal amount of the notes repurchased plus
accrued and unpaid interest thereon, if any, to the date of purchase. Within 30
days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and offering to repurchase such Holder’s notes on the date specified in
such notice (the “Change of Control Payment Date”), pursuant to the procedures
required by the Indenture and described in such notice. The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the notes as a
result of a Change of Control. To the extent the provisions of any securities
laws are inconsistent with the terms of the Indenture, the Company will not be
deemed to have breached this covenant by complying with such laws.




On the
Change of Control Payment Date, the Company will, to the extent
lawful:




(1)           accept
for payment all notes or portions thereof properly tendered pursuant to the
Change of Control Offer;




(2)           deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all notes or portions thereof so tendered; and




(3)           deliver
or cause to be delivered to the Trustee the notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of notes or
portions thereof being purchased by the Company.




The
Change of Control Offer is required to remain open for at least 20 business days
or for such longer period as is required by law.




The
Paying Agent will promptly mail to each Holder of notes so tendered the Change
of Control Payment for such notes, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new note
equal in principal amount to any unpurchased portion of the notes surrendered,
if any; providedthat
each such new note will be in a principal amount that is a multiple of $1,000
and at least $2,000. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.




The
provisions described above that require the Company to make a Change of Control
Offer following a Change of Control will be applicable regardless of whether or
not any other provisions of the Indenture are applicable. Except as described
above with respect to a Change of Control, the Indenture does not contain
provisions that permit the Holders of the notes to require that the Company
repurchase or redeem the notes in the event of a takeover, recapitalization or
similar transaction.




The
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in the
Indenture applicable to a Change of Control Offer made by the Company and
purchases all notes validly tendered and not withdrawn under such Change of
Control Offer.




The
definition of Change of Control includes a phrase relating to the sale, lease,
transfer, conveyance or other disposition of “all or substantially all” of the
assets of the Company and its Subsidiaries taken as a whole. Although there is a
limited body of case law interpreting the phrase “substantially all,” there is
no precise







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established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of the notes to require the Company to repurchase such notes as a result
of a sale, lease, transfer, conveyance or other disposition of less than all of
the assets of the Company and its Subsidiaries taken as a whole to another
Person or group may be uncertain. The existing Credit Facilities prohibit the
Company from repurchasing any notes pursuant to a Change of Control Offer prior
to repayment in full of the debt under the existing Credit Facilities.
Accordingly, if a Change of Control were to occur, there can be no assurance
that the Company will have sufficient assets to satisfy its obligations under
the existing Credit Facilities or, thereafter, to purchase any of the notes. In
addition, under a recent Delaware Chancery Court interpretation of a change of
control repurchase requirement with a continuing director provision, a board of
directors may approve a slate of shareholder nominated directors without
endorsing them or while simultaneously recommending and endorsing its own slate
instead. The foregoing interpretation would permit our board to approve a slate
of directors that included a majority of dissident directors nominated pursuant
to a proxy contest, and the ultimate election of such dissident slate would not
constitute a “Change of Control” that would trigger a Holder’s right to require
the Company to make an Change of Control Offer as described above. Any
additional credit agreements or other agreements relating to First Lien
Obligations to which the Company becomes a party may contain similar
restrictions and provisions. Moreover, the existing Credit Facilities contain a
“change of control” provision that is similar to the provision in the Indenture
relating to a Change of Control, and the occurrence of such a “change of
control” would constitute a default under the existing Credit
Facilities.




In the
event that a Change of Control occurs at a time when the Company is prohibited
from repurchasing the notes by the existing Credit Facilities or other
agreements relating to Indebtedness of the Company, the Company shall seek
either to repay such Credit Facilities or other agreements or to obtain the
requisite consents of the holders of such Credit Facilities or other agreements
to commence a Change of Control Offer to repurchase the notes in accordance with
the terms of the Indenture. If the Company is unable to obtain such consents
and/or repay all such Credit Facilities or other agreements, the Company would
remain prohibited from repurchasing any notes and, as a result, the Company
could not commence a Change of Control Offer to repurchase the notes within 30
days of the occurrence of the Change of Control, which would constitute an Event
of Default under the Indenture. The Company’s failure to commence such a Change
of Control Offer would also constitute an event of default under the Credit
Facilities or other agreements which would permit the lenders thereunder to
accelerate all of the Company’s debt under the Credit Facilities. If a Change of
Control were to occur, there can be no assurance that the Company would have
sufficient assets to first satisfy its obligations under the Credit Facilities
or other agreements, if accelerated, and then to repurchase all of the notes
that might be delivered by holders seeking to accept a Change of Control Offer.
See “Risk Factors.” We may be unable to repurchase the notes if we experience a
“change of control.”




Asset
Sales




The
Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:




(1)           the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market
value (as determined in good faith by the Company) of the assets or Equity
Interests issued or sold or otherwise disposed of;




(2)           at
least 75% of the Net Proceeds received by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
provision, each of the following shall be deemed to be cash:




(a)           any
liabilities (as shown on the Company’s or such Restricted Subsidiary’s most
recent balance sheet), of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the notes or any Note Guarantee) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Company or
such Restricted Subsidiary from further liability;




(b)           any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted







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Subsidiary
into cash (to the extent of the cash received in that conversion) within 180
days following the closing of such Asset Sale; and




(c)           any
Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate fair market value
(as determined in good faith by the Board of Directors of the Company), taken
together with all other Designated Noncash Consideration received pursuant to
this clause (c) that is at that time outstanding, not to exceed the greater
of (i) $75 million or (ii) five percent (5%) of the total
assets of the Company and its Restricted Subsidiaries on a consolidated basis,
as shown on the most recent balance sheet of the Company and determined in
accordance with GAAP (with the fair market value of each item of Designated
Noncash Consideration being measured at the time received without giving effect
to subsequent changes in value), shall be deemed to be cash for purposes of this
paragraph and for no other purpose; and




(3)           if
such Asset Sale involves the disposition of Collateral, the Company or such
Subsidiary has complied with the provisions of the Indenture and the Security
Documents.




Within
360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
or a Restricted Subsidiary must apply such Net Proceeds:




(1)           to
be reinvested in the business of the Company or a Restricted Subsidiary and to
the extent that the assets that were the subject of such Asset Sale constituted
Collateral such replacement assets shall be required to constitute
Collateral;




(2)           to
permanently repay First Lien Obligations (in the case of First Lien Obligations
that are revolving obligations, permanently reduce the commitments with respect
thereto); or




(3)           to
make an offer to purchase the notes at 100% of principal amount, plus accrued
and unpaid interest, if any, and if applicable, (x) in the case of Net Proceeds
from Collateral, to make an offer to the holders of other Permitted Additional
Pari Passu Obligations and (y) in the case of any other Net Proceeds, to make an
offer to the holders of other Indebtedness of the Company that ranks pari passuwith the notes
(the “Other Debt”), in either case (x) and (y) that by its terms requires the
Company to make an offer to purchase such Permitted Additional Pari Passu
Obligations or Other Debt, as applicable, upon consummation of an Asset Sale, to
purchase such Permitted Additional Pari Passu Obligations or Other Debt, as
applicable, on a pro
rata basis with the notes.




The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other applicable securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of notes pursuant to clause (3) above. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of the Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
compliance.




Pending
the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings.




Events
of Loss




Within
365 days after the receipt of any Net Loss Proceeds from an Event of Loss, the
Company or the affected Restricted Subsidiary, as the case may be, must apply
the Net Loss Proceeds:




(1)           to
the rebuilding, repair, replacement or construction of improvements to the
property affected by such Event of Loss (the “Subject Property”); provided, however, that the Company
delivers to the Trustee within 120 days of such Event of Loss an Officers’
Certificate certifying that the Company has







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applied
(or will apply after receipt of any anticipated insurance or similar proceeds)
the Net Loss Proceeds in accordance with this clause (1);




(2)           to
permanently repay First Lien Obligations (in the case of First Lien Obligations
that are revolving obligations, permanently reduce the commitments with respect
thereto); or




(3)           to
make an offer to purchase the notes at 100% of principal amount, plus accrued
and unpaid interest, if any, and if applicable, to make an offer to the holders
of other Permitted Additional Pari Passu Obligations that by its terms requires
the Company to make an offer to purchase such Permitted Additional Pari Passu
Obligations upon an Event of Loss, to purchase such Permitted Additional Pari
Passu Obligations on a pro
rata basis with the notes.




The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
or regulations are applicable in connection with the repurchase of the notes
pursuant to clause (3) above. To the extent that the provisions of any
applicable securities laws or regulations conflict with the Event of Loss
provisions of the Indenture, the Company will comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Event of Loss provisions of the Indenture by virtue of
such compliance.




Pending
the final application of any Net Loss Proceeds, the Company may temporarily
reduce revolving credit borrowings.




Selection
and Notice




If less
than all of the notes are to be redeemed at any time, the Trustee will select
notes for redemption on a pro
rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate (subject to the rules and procedures of DTC).




No notes
of $2,000 or less shall be redeemed in part. Notices of redemption shall be
mailed by first class mail at least 30 but not more than 60 days before the
redemption date to each Holder of notes to be redeemed at its registered
address. Notices of redemption may not be conditional.




If any
note is to be redeemed in part only, the notice of redemption that relates to
that note shall state the portion of the principal amount thereof to be
redeemed. A new note in principal amount equal to the unredeemed portion of the
original note will be issued in the name of the Holder thereof upon cancellation
of the original note. Notes called for redemption become due on the date fixed
for redemption. On and after the redemption date, interest ceases to accrue on
notes or portions of them called for redemption.




Certain
Covenants




Restricted
Payments




The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:




(1)           declare
or pay any dividend or make any other payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct or
indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity
Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company or to
the Company or a Restricted Subsidiary of the Company);




(2)           purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company or any
Restricted Subsidiary of the Company







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(other
than any such Equity Interests owned by the Company or any Restricted Subsidiary
of the Company);




(3)           make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value, any Indebtedness (other than Permitted Refinancing
Indebtedness incurred to refund, refinance, defease or replace all or any
portion of the Subordinated Notes) that is subordinated to the notes or the Note
Guarantees, except a payment of interest or principal at the Stated Maturity
thereof; or




(4)           make
any Restricted Investment




(all such
payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as “Restricted Payments”), unless, at the time of
and after giving effect to such Restricted Payment:




(1)           no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof;




(2)           the
Company would, at the time of such Restricted Payment and after giving pro formaeffect thereto as
if such Restricted Payment had been made at the beginning of the most recently
ended four-quarter period for which internal financial statements are available,
have been permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the
covenant described below under the caption “—Incurrence of Indebtedness”;
and




(3)           
such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after
the Issue Date (excluding Restricted Payments permitted by clauses (3), (5),
(7), (8) and (9) of the next succeeding paragraph), is less than the
sum, without duplication, of:




(a)           50%
of the Consolidated Net Income (or, in each case such Consolidated Net Income is
a deficit, minus 100% of such deficit) of the Company since the first day of the
fiscal quarter in which the Issue Date occurs, plus




(b)           the
aggregate net cash proceeds received by the Company on and after the first day
of the fiscal quarter in which the Issue Date occurs from the sale of Equity
Interests or any Indebtedness that is convertible into Capital Stock and has
been so converted, plus




(c)           the
aggregate cash and the fair market value, as determined in good faith by the
Board of Directors of the Company, of property and marketable securities
received by the Company as capital contributions on and after the first day of
the fiscal quarter in which the Issue Date occurs, plus




(d)           100%
of the aggregate amount of cash and the fair market value, as determined in good
faith by the Board of Directors of the Company, of property and marketable
securities, in each case, received on and after the first day of the fiscal
quarter in which the Issue Date occurs by means of (A) the sale or other
disposition (other than of the Company or a Restricted Subsidiary) of Restricted
Investments made by the Company or its Restricted Subsidiaries and repurchases
and redemptions of such Restricted Investments from the Company or its
Restricted Subsidiaries and repayments of loan advances which constitute
Restricted Investments by the Company or its Restricted Subsidiaries or
(B) the sale (other than to the Company or a Restricted Subsidiary) of the
Capital Stock of an Unrestricted Subsidiary or a distribution from an
Unrestricted Subsidiary (other than, in each case, to the extent the Investment
in such Unrestricted Subsidiary constituted a Permitted Investment) or a
dividend from an Unrestricted Subsidiary, plus




(e)           $50 million.







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So long
as no Default or Event of Default has occurred and is continuing or would be
caused thereby, the preceding provisions will not prohibit:




(1)           the
payment of any dividend within 60 days after the date of declaration thereof, if
at said date of declaration such payment would have complied with the provisions
of the Indenture;




(2)           the
repurchase, redemption, defeasance, retirement or other acquisition of any pari passuor subordinated
Indebtedness of the Company or any Guarantor or of any Equity Interests of the
Company or any Restricted Subsidiary in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Company) of, Equity Interests of the Company;




(3)           the
redemption, repurchase, defeasance, retirement or other acquisition of pari passuor subordinated
Indebtedness of the Company or any Guarantor with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness;




(4)           the
payment of any dividend by a Restricted Subsidiary of the Company to the holders
of its common Equity Interests on a pro rata basis;




(5)           the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any member of the Company’s (or any of its Subsidiaries’) management pursuant
to any management equity subscription agreement or stock option agreement in
effect as of the Issue Date; providedthat the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $10 million in any calendar year (with unused
amounts in any calendar year being carried over to the next succeeding year, not
to exceed an aggregate of $20 million in any calendar year);




(6)           the
making of any Restricted Investment, directly or indirectly, out of the net cash
proceeds of substantially concurrent sales (other than to a Subsidiary) of
Equity Interests of the Company;




(7)           the
repurchase, redemption, retirement or other acquisition of Equity Interests of
the Company or any Restricted Subsidiary issued, or Indebtedness incurred, by
the Company or any Restricted Subsidiary in connection with the acquisition of
any Person or any assets to the former owners of such Person or assets;
and




(8)           Permitted
Payments to the Parent Company.




The
amount of all Restricted Payments (other than cash) shall be the fair market
value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. The Board of Directors’
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $25 million. Not later than the date of making
any Restricted Payment, the Company shall deliver to the Trustee an Officers’
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this “Restricted Payments”
covenant, were computed, together with a copy of any fairness opinion or
appraisal required by the Indenture.




Incurrence
of Indebtedness




The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Company and
any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), if
the Fixed Charge Coverage Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
would







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have been
at least 2 to 1, determined on apro formabasis (including
apro formaapplication
of the net proceeds therefrom), as if the additional Indebtedness had been
incurred at the beginning of such four-quarter period.




The first
paragraph of this covenant will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”):




(1)           the
incurrence by the Company and any Restricted Subsidiary of Indebtedness, under
Credit Facilities (including amounts outstanding on the Issue Date); providedthat the aggregate
principal amount of all Indebtedness under such Credit Facilities (including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (1)) permitted by this clause
(1) does not exceed $570.0 million (after giving effect to all prepayments
of amounts outstanding thereunder with the proceeds of the initial issuance of
the notes), less any repayments actually made thereunder with the Net Proceeds
of Asset Sales in accordance with clause (2) of the second paragraph of the
covenant described under “—Repurchase at the Option of the Holders—Asset
Sales”;




(2)           the
incurrence by the Company and its Subsidiaries of Existing Indebtedness
(excluding amounts outstanding under the Credit Agreement at the Issue
Date);




(3)           the
incurrence by the Company and the Subsidiary Guarantors of Indebtedness
represented by the notes and the Guarantees (other than additional
notes);




(4)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property, plant
or equipment used in the business of the Company or such Restricted Subsidiary,
in an aggregate principal amount (including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (4)) not to exceed $50 million at any time
outstanding;




(5)           the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance or replace, Indebtedness (other than intercompany
Indebtedness) that was permitted by the Indenture to be incurred under the first
paragraph of this covenant or clause (1), (2), (3), (4) or (9) of this
paragraph;




(6)           the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Wholly Owned Restricted
Subsidiaries; provided,
however,
that:




(a)           if
the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and
such Indebtedness is owed to or held by a Restricted Subsidiary that is not a
Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the
prior payment in full in cash of all Obligations with respect to the notes, in
the case of the Company, or the Note Guarantee of such Subsidiary Guarantor, in
the case of a Subsidiary Guarantor; and




(b)           (i) any
subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Wholly Owned
Restricted Subsidiary thereof and (ii) any sale or other transfer of any
such Indebtedness to a Person that is not either the Company or a Wholly Owned
Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as
the case may be, that was not permitted by this clause (6);




(7)           the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred for the purpose of hedging interest rate risk with
respect to any Indebtedness that is permitted by the terms of this Indenture to
be outstanding;







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(8)           the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness
of the Company or a Restricted Subsidiary of the Company that was permitted to
be incurred by another provision of this covenant;




(9)           the
incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accrued value, as applicable)
at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (9), not to exceed $75 million;




(10)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in respect of judgment, appeal, surety, performance and other like bonds,
bankers acceptances and letters of credit provided by the Company and its
Subsidiaries in the ordinary course of business (including any similar
Indebtedness incurred to refinance, retire, renew, defease, refund or otherwise
replace any Indebtedness referred to in this clause (10)); and




(11)           indebtedness
incurred by the Company or any of its Subsidiaries arising from agreements or
their respective bylaws providing for indemnification, adjustment of purchase
price or similar obligations, or from guarantees of letters of credit, surety
bonds or performance bonds securing the performance of the Company or any of its
Subsidiaries to any Person acquiring all or a portion of the business or assets
of a Subsidiary of the Company.




For
purposes of determining compliance with this “Incurrence of Indebtedness”
covenant, in the event that an item of proposed Indebtedness meets the criteria
of more than one of the categories of Permitted Debt described in clauses
(1) through (11) above, or is entitled to be incurred pursuant to the
first paragraph of this covenant, the Company will be permitted to classify (or
later reclassify in whole or in part in its sole discretion) such item of
Indebtedness in any manner that complies with this covenant and such
Indebtedness will be treated as having been incurred pursuant to such clauses or
the first paragraph hereof, as the case may be, as designated by the Company;
provided, however, that any incurrences
of Indebtedness under Credit Facilities must be first applied to clause
(1) above. Accrual of interest or dividends, the accretion of accreted
value or liquidation preference and the payment of interest or dividends in the
form of additional Indebtedness or Disqualified Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes
of this covenant.




Liens




The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind on or with respect to the Collateral except Permitted Collateral Liens.
Subject to the immediately preceding sentence, the Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien of any kind securing
Indebtedness, Attributable Debt or trade payables on any asset or property now
owned or hereafter acquired other than the Collateral, except Permitted
Liens.




Dividend
and Other Payment Restrictions Affecting Subsidiaries




The
Company will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or permit to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to:




(i)           pay
dividends or make any other distributions or pay Indebtedness to the Company or
any of the Company’s Restricted Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
indebtedness owed to the Company or any of the Company’s Restricted
Subsidiaries;




(ii)           make
loans or advances to the Company or any Restricted Subsidiary; or




(iii)           transfer
any of its properties or assets to the Company or any Restricted
Subsidiary.







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However,
the preceding restrictions will not apply to encumbrances or restrictions
existing under or by reason of:




(1)           agreements
governing Existing Indebtedness and Credit Facilities and other contractual
encumbrances or restrictions in each case as in effect on the Issue Date and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of those agreements, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such encumbrances and restrictions than those contained in those
agreements on the Issue Date;




(2)           the
Indenture, the Security Documents, the notes and the Note
Guarantees;




(3)           applicable
law;




(4)           any
agreement or instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any Restricted Subsidiary as in effect at the time of
such acquisition (except to the extent such Indebtedness or Capital Stock was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of the Indenture to
be incurred, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of any such
agreement or instrument, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such encumbrances and restrictions than those contained in those
agreements and instruments on the date of such acquisition;




(5)           purchase
money obligations for property acquired in the ordinary course of
business;




(6)           any
agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions, loans, advances or asset transfers by that Restricted
Subsidiary pending its sale or other disposition; or




(7)           Permitted
Refinancing Indebtedness; provided, however, that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being
refinanced;




(8)           any
agreement or instrument relating to any Indebtedness permitted to be incurred
subsequent to the Issue Date pursuant to the provisions of the covenant
described under “—Incurrence of Indebtedness” (i) if the encumbrances and
restrictions contained in any such agreement or instrument taken as a whole are
not materially less favorable to the Holders of the notes than the encumbrances
and restrictions contained in the Indenture (as determined in good faith by the
Company), or (ii) if such encumbrance or restriction is not materially more
disadvantageous to the Holders of the notes than is customary in comparable
financings (as determined in good faith by the Company) and either (x) the
Company determines in good faith that such encumbrance or restriction will not
materially affect the Company’s ability to make principal or interest payments
on the notes or (y) such encumbrance or restriction applies only if a
default occurs in respect of a payment or financial covenant relating to such
Indebtedness;




(9)           Liens
securing Indebtedness otherwise permitted to be incurred under the provisions of
the covenant described above under the caption “—Liens” that limit the right of
the debtor to dispose of the assets subject to such Liens;




(10)           provisions
with respect to the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, stock sale agreements and other
similar agreements entered into in the ordinary course of business;







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(11)           in
the case of clause (iii) of the preceding paragraph, encumbrances or
restrictions:




(a)           that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar
property or asset,




(b)           existing
by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by the Indenture, or




(c)           arising
or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from
the value of property or assets of the Company or any Restricted Subsidiary in
any manner material to the Company or any Restricted Subsidiary;
and




(12)           customary
restrictions on such loans, advances or transfers contained in agreements
governing Permitted Investments properly made in accordance with the provisions
of the Indenture.




Merger,
Consolidation, or Sale of Assets




The
Company may not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not the Company is the surviving corporation);
or (2) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:




(1)           either:
(a) the Company is the surviving corporation; or (b) the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia;




(2)           the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance
or other disposition shall have been made expressly assumes all the obligations
of the Company under the notes, the Indenture and the Security Documents
pursuant to agreements reasonably satisfactory to the Trustee;




(3)           immediately
after such transaction no Default or Event of Default exists;




(4)           the
Collateral owned by or transferred to the surviving entity shall
(a) continue to constitute Collateral under the Indenture and the Security
Documents, (b) be subject to the Lien in favor of the Collateral Agent for
the benefit of the Trustee and the Holders of the notes, and (c) not be
subject to any Lien other than Permitted Collateral Liens;




(5)           the
property and assets of the Person which is merged or consolidated with or into
the surviving entity, to the extent that they are property or assets of the
types which would constitute Collateral under the Security Documents, shall be
treated as after-acquired property and the surviving entity shall take such
action as may be reasonably necessary to cause such property and assets to be
made subject to the Lien of the Security Documents in the manner and to the
extent required in the Indenture; and




(6)           the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition has been made, will, on the date of such
transaction after giving pro
formaeffect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of the
covenant described above under the caption “—Incurrence of
Indebtedness.”







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In
addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. Clause (6) of this “Merger,
Consolidation, or Sale of Assets” covenant will not apply to a merger,
consolidation, sale, assignment, transfer, conveyance or other disposition of
assets between or among the Company and any of its Wholly Owned Restricted
Subsidiaries.




Transactions
with Affiliates




The
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
“Affiliate Transaction”), unless:




(1)           such
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and




(2)           the
Company delivers to the Trustee:




(a)           with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $15 million, a resolution of
the Board of Directors set forth in the Officers’ Certificate certifying that
such Affiliate Transaction complies with this covenant and that such Affiliate
Transaction has been approved by a majority of the disinterested members of the
Board of Directors, if any; and




(b)           with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $25 million, an opinion as
to the fairness to the Holders of such Affiliate Transaction from a financial
point of view issued by an accounting, appraisal or investment banking firm of
national standing.




The
following items shall not be deemed to be Affiliate Transactions and, therefore,
will not be subject to the provisions of the prior paragraph:




(1)           any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary;




(2)           indemnification
agreements permitted by law entered into by the Company or any of its Restricted
Subsidiaries with any of its Affiliates who are directors, employees or agents
of the Company or any of its Restricted Subsidiaries;




(3)           transactions
between or among the Company and/or its Restricted Subsidiaries;




(4)           payment
of reasonable directors fees to Persons who are not otherwise Affiliates of the
Company;




(5)           Restricted
Payments that are permitted by the provisions of the Indenture described above
under the caption “—Restricted Payments”;




(6)           payments
or loans (or cancellation of loans) to employees or consultants of the Company,
any of its direct or indirect parent companies or any of its Restricted
Subsidiaries and employment agreements, stock option plans and other similar
arrangements with such employees or consultants which, in each case, are
approved by a majority of the disinterested directors of the Company, if any, in
good faith;







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(7)           the
payment of reasonable and customary fees paid to, and indemnities provided on
behalf of, officers, directors, managers, employees or consultants of the
Company, any of its direct or indirect parent companies or any Restricted
Subsidiary;




(8)           transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers
to the Trustee a letter from an accounting, appraisal or investment banking firm
of national or regional standing stating that such transaction is fair to the
Company or such Restricted Subsidiary from a financial point of
view;




(9)           any
agreement, instrument or arrangement as in effect on the Issue Date, or any
amendment thereto (so long as any such amendment is not disadvantageous to the
Holders in any material respect as compared to the applicable agreement as in
effect on the Issue Date as reasonably determined in good faith by the Company);
and




(10)           the
existence of, or the performance by the Company or any of the Restricted
Subsidiaries of its obligations under the terms of, any shareholders agreement
or its equivalent (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the Issue Date and any
similar agreements which it may enter into thereafter; provided, however, that the existence
of, or the performance by the Company or any Restricted Subsidiary of
obligations under any future amendment to any such existing agreement or under
any similar agreement entered into after the Issue Date shall only be permitted
by this clause (10) to the extent that the terms of any such existing
agreement together with all amendments thereto, taken as a whole, or new
agreement are not otherwise more disadvantageous to the Holders in any material
respect than the terms of the original agreement in effect on the Issue Date as
reasonably determined in good faith by the Company.




Additional
Subsidiary Guarantees




If after
the Issue Date the Company or any Restricted Subsidiary of the Company acquires
or creates another Restricted Subsidiary (other than a special purpose financing
vehicle) and such Restricted Subsidiary is a North American Subsidiary, then at
such time as such Restricted Subsidiary first becomes a Significant Subsidiary
of the Company, that newly acquired or created Restricted Subsidiary must become
a Guarantor and execute a supplemental indenture satisfactory to the Trustee and
deliver an opinion of counsel to the Trustee within 10 Business Days of the date
on which it was acquired or created.




The
Obligations under the notes, the Note Guarantees and the Indenture and any
Permitted Additional Pari Passu Obligations of any Person that is or becomes a
Domestic Guarantor after the Issue Date will be secured equally and ratably by a
Second Priority Lien on the Collateral granted to the Collateral Agent for the
benefit of the Holders of the notes and the holders of Permitted Additional Pari
Passu Obligations. Such Domestic Guarantor will enter into a joinder agreement
to the applicable Security Documents defining the terms of the security
interests that secure payment and performance when due of the notes and take all
actions advisable in the opinion of the Company, as set forth in an Officers’
Certificate accompanied by an opinion of counsel to the Company, to cause the
Second Priority Liens created by the Security Agreement to be duly perfected to
the extent required by such agreement in accordance with all applicable law,
including the filing of financing statements in the jurisdictions of
incorporation or formation of the Company and the Domestic
Guarantors.




Designation
of Restricted and Unrestricted Subsidiaries




As of the
Issue Date all of the Subsidiaries of the Company will be Restricted
Subsidiaries. The Board of Directors may designate any Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Subsidiary is designated as an Unrestricted Subsidiary, all outstanding
Investments owned by the Company and its Subsidiaries in the Subsidiary so
designated will be deemed to be an Investment made as of the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of the covenant described above under the caption
“—Restricted Payments” or Permitted Investments, as applicable. All such
outstanding Investments will be valued at their fair market value at the time of
such designation. In addition, such designation will only be permitted if such
Restricted Payment would be permitted at that time and if







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such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The
Board of Directors may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if the redesignation would not cause a
Default.




Limitations
on Issuances of Guarantees of Indebtedness




The
Company will not permit any of its Restricted Subsidiaries that is not a
Guarantor of the notes, directly or indirectly, to Guarantee or pledge any
assets to secure the payment of any other Indebtedness of the Company or the
Parent Company unless such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture providing for the Guarantee of the payment of
the notes by such Restricted Subsidiary to the same extent as such Guarantee of
such other Indebtedness, which Guarantee shall be senior to or pari passuwith such
Restricted Subsidiary’s Guarantee of or pledge to secure such other
Indebtedness.




Notwithstanding
the preceding paragraph, any Note Guarantee of the notes will provide by its
terms that it will be automatically and unconditionally released and discharged
under the circumstances described above under the caption “—Note Guarantees;
Restrictions on Parent Company and Subsidiary Guarantors.” The form of the
Guarantee of the notes will be attached as an exhibit to the
Indenture.




Business
Activities




The
Company will not, and will not permit any Restricted Subsidiary to, engage in
any business other than Permitted Businesses.




Advances
to Subsidiaries




All
advances to Restricted Subsidiaries that are not Guarantors made by the Company
after the Issue Date will be evidenced by Intercompany Notes in favor of the
Company. Each Intercompany Note will be payable upon demand and will bear
interest at a rate not less than the interest rate of the notes. A form of
Intercompany Note will be attached as an exhibit to the Indenture.




Payments
for Consent




The
Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of the Indenture or the notes unless such
consideration is offered to be paid and is paid to all Holders of the notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.




Reports




Whether
or not required by the SEC, so long as any notes are outstanding, the Company
will furnish to the Holders of notes, within the time periods specified in the
SEC’s rules and regulations:




(1)           all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K, if the Company were
required to file such Forms, including a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and, with respect to the
annual information only, a report on the annual financial statements by the
Company’s certified independent accountants; and




(2)           all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.




The
quarterly and annual financial information required by the preceding paragraph
shall include a reasonably detailed presentation, either on the face of the
financial statements or in the footnotes thereto, or in Management’s Discussion
and Analysis of Financial Condition and Results of Operations, of the financial
condition







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and
results of operations of the Company and its Subsidiary Guarantors separate from
the financial condition and results of operations of the other Subsidiaries of
the Company.




In
addition, whether or not required by the SEC, the Company will file a copy of
all of the information and reports referred to in clauses (1) and
(2) above with the SEC for public availability within the time periods
specified in the SEC’s rules and regulations (unless the SEC will not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request. The Company also shall comply with the other
provisions of Trust Indenture Act § 314(a).




The
foregoing reporting obligation may be satisfied by reports prepared and filed by
the Parent Company on a consolidated basis under the requirements of the
Exchange Act.




Events
of Default and Remedies




Each of
the following is an “Event of Default”:




(1)           default
for 30 days in the payment when due of interest on, or Liquidated Damages with
respect to, the notes;




(2)           default
in payment when due of the principal of or premium, if any, on the
notes;




(3)           failure
by the Company or any of its Restricted Subsidiaries to comply with the
provisions described under the captions “—Certain Covenants—Change of Control,”
“—Certain Covenants—Asset Sales,” “—Certain Covenants—Restricted Payments” or
“—Certain Covenants—Incurrence of Indebtedness”;




(4)           failure
by the Company or any of its Restricted Subsidiaries to comply with any of the
other agreements in the Indenture for 60 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the
notes then outstanding;




(5)           default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the Issue Date, if
that default:




(a)           
is caused by a failure to pay principal of or premium, if any, or interest on
such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (a “Payment Default”); or




(b)           results
in the acceleration of such Indebtedness prior to its express maturity;
and




(c)           in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates $35
million or more;




(6)           failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $35 million, which judgments are not paid,
discharged or stayed within 60 days following entry of judgment;




(7)           except
as permitted by the Indenture, any Note Guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its Note
Guarantee;







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(8)           certain
events of bankruptcy or insolvency with respect to the Company or any Restricted
Subsidiary that is a Significant Subsidiary, or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary;
and




(9)           (x)
with respect to any Collateral having a fair market value in excess of
$10.0 million, individually or in the aggregate, (a) any default or
breach by the Company or any Guarantor in the performance of its obligations
under the Security Documents or the Indenture which adversely affects in any
material respect the condition or value of the Collateral or the enforceability,
validity, perfection or priority of the Second Priority Liens, taken as a whole,
and continuance of such default or breach for a period of 60 days after written
notice thereof by the Trustee or the Holders of 25% in principal amount of the
outstanding notes, or (b) any security interest created under the Security
Documents or under the Indenture is declared invalid or unenforceable by a court
of competent jurisdiction or (y) the Company or any Guarantor asserts, in
any pleading in any court of competent jurisdiction, that any security interest
in any Collateral is invalid or unenforceable.




In the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding notes may declare all
the notes to be due and payable immediately.




Holders
of the notes may not enforce the Indenture or the notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding notes may direct the Trustee in its
exercise of any trust or power.




The
Holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the notes.




The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.




No
Personal Liability of Directors, Officers, Employees and
Shareholders




No past,
present or future director, officer, employee, incorporator or shareholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or the Guarantors under the notes, the Indenture, the
Note Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of notes by accepting a note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the notes. The waiver may not be effective to
waive liabilities under the federal securities laws.




Satisfaction
and Discharge of the Indenture




The
Company may terminate its obligations and the obligations of the Guarantors
under the notes, the Indenture, the Security Documents and the Guarantees when
(i) either (A) all outstanding notes have been delivered to the
Trustee for cancellation or (B) all such notes not theretofore delivered to
the Trustee for cancellation have become due and payable, will become due and
payable within one year or are to be called for redemption within one year under
irrevocable arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name and at the expense of the Company, and the
Company has irrevocably deposited or caused to be deposited with the Trustee
funds in an amount sufficient to pay and discharge the entire indebtedness on
the notes not theretofore delivered to the Trustee for cancellation, for
principal of (premium, if any, on) and interest to the date of deposit or Stated
Maturity or date of redemption, and the Holders have a valid, perfected
exclusive security







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interest
on such deposit; (ii) the Company has paid or caused to be paid all sums
then due and payable by the Company under the Indenture; and (iii) the
Company has delivered an Officers’ Certificate and an opinion of counsel
relating to compliance with the conditions set forth in the
Indenture.




Legal
Defeasance and Covenant Defeasance




The
Company may, at its option and at any time, elect to have all of its obligations
discharged with respect to the outstanding notes (“Legal Defeasance”), except
for:




(1)           the
rights of Holders of outstanding notes to receive payments in respect of the
principal of, premium, if any, and interest and Liquidated Damages on such notes
when such payments are due from the trust referred to below;




(2)           the
Company’s obligations with respect to the notes concerning issuing temporary
notes, registration of notes, mutilated, destroyed, lost or stolen notes and the
maintenance of an office or agency for payment and money for security payments
held in trust;




(3)           the
rights, powers, trusts, duties and immunities of the Trustee, and the Company’s
obligations in connection therewith; and




(4)           the
Legal Defeasance provisions of the Indenture.




In
addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to the Security Documents and
most of the covenants under the Indenture (“Covenant Defeasance”) and thereafter
any failure to comply with such obligations shall not constitute a Default or
Event of Default with respect to the notes. In the event Covenant Defeasance
occurs, certain events (other than nonpayment, bankruptcy, receivership,
rehabilitation and insolvency events) described under “—Events of Default and
Remedies” will no longer constitute an Event of Default with respect to the
notes.




In order
to exercise either Legal Defeasance or Covenant Defeasance:




(1)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest and Liquidated Damages on
the outstanding notes on the stated maturity or on an applicable redemption
date, as the case may be, and the Company must specify whether the notes are
being defeased to maturity or to a particular redemption date;




(2)           
in the case of Legal Defeasance, the Company shall deliver to the Trustee an
opinion of counsel in the United States reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the Issue
Date, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such opinion of counsel shall
confirm that, the Holders of the outstanding notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;




(3)           in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee
an opinion of counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders of the outstanding notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;







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(4)           no
Event of Default or Default shall have occurred and be continuing on the date of
such deposit (other than an Event of Default or Default resulting from the
borrowing of funds to be applied to such deposit);




(5)           such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under, any First Lien Obligation or any other
material agreement or instrument (other than the Indenture) to which the Company
or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;




(6)           the
Company must have delivered to the Trustee an opinion of counsel to the effect
that after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally;




(7)           the
Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of
notes over the other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others;
and




(8)           the
Company must deliver to the Trustee an Officers’ Certificate and an opinion of
counsel, each stating that all conditions precedent provided for, in the case of
the Officers’ Certificate, clauses (1) through (7) and, in the case of
the opinion of counsel, clauses (2), (3), (5) and (6) of this
paragraph relating to the Legal Defeasance or the Covenant Defeasance, as
applicable, have been complied with.




Amendment,
Supplement and Waiver




Except as
provided in the next two succeeding paragraphs, (i) any of the Indenture,
the notes and the Note Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the notes
then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, notes), and any
existing Default or Event of Default or compliance with any provision of the
Indenture, the Note Guarantees or the notes may be waived with the consent of
the Holders of a majority in principal amount of the notes then outstanding
(including consents obtained in connection with a purchase of, or tender offer
or exchange offer for, notes) and (ii) the Security Documents or the
obligations thereunder may be amended or supplemented with the consent of the
holders of not less than a majority in aggregate principal amount of the notes
and the Permitted Additional Pari Passu Obligations then outstanding, voting as
one class.




Without
the consent of each Holder affected, an amendment or waiver may not (with
respect to any notes held by a non-consenting Holder):




(1)           reduce
the principal amount of notes whose Holders must consent to an amendment,
supplement or waiver;




(2)           reduce
the principal of or change the fixed maturity of any note or alter the
provisions with respect to the redemption of the notes (other than provisions
relating to the covenants described above under the caption “—Repurchase at the
Option of Holders”);




(3)           reduce
the rate of or change the time for payment of interest on any Note;




(4)           waive
a Default or Event of Default in the payment of principal of or premium, if any,
or Liquidated Damages or interest on the notes (except a rescission of
acceleration of the notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding notes and a waiver of the payment
default that resulted from such acceleration);




(5)           make
any notes payable in money other than that stated in the notes;







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(6)           make
any change in the provisions of the Indenture relating to waivers of past
Defaults or the rights of Holders of notes to receive payments of principal of
or premium, if any, or Liquidated Damages or interest on the notes;




(7)           waive
a redemption payment with respect to any note (other than a payment required by
one of the covenants described above under the caption “—Repurchase at the
Option of Holders”);




(8)           release
any Guarantor from any of its obligations under its Guarantee or the Indenture,
or amend the provisions of the Indenture relating to the release of Guarantors,
except as set forth in the Indenture;




(9)           release
all or substantially all of the Collateral from the Liens of the Security
Documents otherwise than in accordance with the terms of the Indenture or the
Security Documents; or




(10)           make
any change in the preceding amendment and waiver provisions.




Notwithstanding
the preceding, without the consent of any Holder of notes, the Company and the
Trustee may amend or supplement the Indenture, the notes or (subject to any
required consents of others) the Security Documents:




(1)           to
cure any ambiguity, defect or inconsistency;




(2)           to
provide for uncertificated notes in addition to or in place of certificated
notes;




(3)           to
provide for the assumption of the Company’s obligations to Holders of notes in
the case of a merger or consolidation or sale of all or substantially all of the
Company’s assets;




(4)           to
make any change that would provide any additional rights or benefits to the
Holders of notes or that does not adversely affect the legal rights under the
Indenture of any such Holder;




(5)           
to comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act;




(6)           to
evidence and provide for the acceptance of appointment under the Security
Documents by a successor Collateral Agent;




(7)           to
add to the Collateral securing the notes;




(8)           to
conform the text of the Indenture, the notes or the Security Documents to any
provision of this “Description of the Notes” to the extent that the Trustee has
received an Officers’ Certificate stating that such text constitutes an
unintended conflict with the description of the corresponding provision in this
“Description of the Notes”;




(9)           to
mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral
Agent for the benefit of the Trustee on behalf of the Holders of the notes, as
additional security for the payment and performance of all or any portion of the
Second Lien Obligations, on any property or assets, including any which are
required to be mortgaged, pledged or hypothecated, or on which a Lien is
required to be granted to or for the benefit of the Trustee or the Collateral
Agent pursuant to the Indenture, any of the Security Documents or
otherwise;




(10)           to
provide for the release of Collateral from the Lien of the Indenture and the
Security Documents when permitted or required by the Security Documents or the
Indenture; or




(11)           to
secure any Permitted Additional Pari Passu Obligations under the Security
Documents and to appropriately include the same in the Intercreditor
Agreement.







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Book-Entry,
Delivery and Form




The notes
will be delivered in the form of one or more “Global Notes.” The Global Notes
will be deposited with, or on behalf of, The Depository Trust Company and
registered in the name of DTC or its nominee, who will be the Global Notes
holder. Except as set forth below, the Global Notes may be transferred, in whole
and not in part, only to DTC or another nominee of DTC. Investors may hold their
beneficial interests in the Global Notes directly through DTC if they are
participating organizations or “participants” in such system or indirectly
through organizations that are participants in such system. Except in the
limited circumstances described below, owners of beneficial interests in the
Global Notes will not be entitled to receive physical delivery of certificated
notes.




Depository
Procedures




The
following description of the operations and procedures of DTC are provided
solely as a matter of convenience. These operations and procedures are solely
within the control of the respective settlement systems and are subject to
changes by them from time to time. We take no responsibility for these
operations and procedures and urge investors to contact the system or their
participants directly to discuss these matters.




DTC has
advised us that DTC is a limited-purpose trust company that was created to hold
securities for its participants and to facilitate the clearance and settlement
of transactions in such securities between participants through electronic
book-entry changes in accounts of its participants. The participants include
securities brokers and dealers (including the initial purchasers), banks and
trust companies, clearing corporations and certain other organizations. Access
to DTC’s system is also available to other entities such as banks, brokers,
dealers and trust companies, which we refer to as “indirect participants,” that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly. Persons who are not participants may beneficially own
securities held by or on behalf of DTC only through the participants or the
indirect participants.




We expect
that pursuant to procedures established by DTC (i) upon deposit of the
Global Notes, DTC will credit the accounts of participants designated by the
initial purchasers with portions of the principal amount of the Global Notes and
(ii) ownership of the notes evidenced by the Global Notes will be shown on,
and the transfer of ownership thereof will be effected only through, records
maintained by DTC (with respect to the interests of the participants), the
participants and the indirect participants.




Investors
in the Global Notes may hold their interests therein directly through DTC, if
they are participants in such system, or indirectly through organizations which
are participants in such system. Investors may hold their interests in the
Global Notes through organizations that are DTC participants. All interests in a
Global Note may be subject to the procedures and requirements of DTC. The laws
of some states require that certain persons take physical delivery in definitive
form of securities that they own. Consequently, the ability to transfer
beneficial interests in a Global Note to such persons will be limited to that
extent. Because DTC can act only on behalf of participants, which in turn act on
behalf of indirect participants and certain banks, the ability of a person
having beneficial interests in a Global Note to pledge such interests to persons
or entities that do not participate in the DTC systems, or otherwise take
actions in respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests.




Except as
described below, owners of interest in the Global Notes will not have notes
registered in their names, will not receive physical delivery of notes in
certificated form and will not be considered the registered owners or “holders”
thereof under the Indenture for any purpose.




Payments
in respect of the principal of, premium, if any, Liquidated Damages (as defined
under “Registration Rights”) if any, and interest on a Global Note registered in
the name of DTC or its nominee will be payable to DTC in its capacity as the
registered holder under the Indenture. Under the terms of the Indenture, we and
the Trustee will treat the persons in whose names the notes, including the
Global Notes, are registered as the owners thereof for the purpose of receiving
such payments and for any and all other purposes whatsoever. Consequently,
neither the Trustee nor any agent of ours or the Trustee has or will have any
responsibility or liability for (1) any aspect of DTC’s records or any
participant’s or indirect participant’s records relating to or payments made on
account of beneficial ownership interests in the Global Notes, or for
maintaining, supervising or reviewing any of DTC’s records or any participant’s
or indirect participant’s records relating to the beneficial ownership interests
in







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the
Global Notes or (2) any other matter relating to the actions and practices
of DTC or any of its participants or indirect participants. DTC has advised us
that its current practice, upon receipt of any payment in respect of securities
such as the notes (including principal and interest), is to credit the accounts
of the relevant participants with the payment on the payment date, in amounts
proportionate to their respective holdings in the principal amount of beneficial
interest in the relevant security as shown on the records of DTC unless DTC has
reason to believe it will not receive payment on such payment date. Payments by
the participants and the indirect participants to the beneficial owners of notes
will be governed by standing instructions and customary practices and will be
the responsibility of the participants or the indirect participants and will not
be the responsibility of DTC, the Trustee or us. Neither we nor the Trustee will
be liable for any delay by DTC or any of its participants in identifying the
beneficial owners of the notes, and we and the Trustee may conclusively rely on
and will be protected in relying on instructions from DTC or its nominee for all
purposes.




Interests
in the Global Notes are expected to be eligible to trade in DTC’s Same-Day Funds
Settlement System and secondary market trading activity in such interests will,
therefore, settle in immediately available funds, subject in all cases to the
rules and procedures of DTC and its participants. See “—Same-Day Settlement and
Payment.”




Subject
to the transfer restrictions set forth under “Notice to Investors,” transfers
between participants in DTC will be effected in accordance with DTC’s
procedures, and will be settled in same-day funds.




DTC has
advised us that it will take any action permitted to be taken by a holder of
notes only at the direction of one or more participants to whose account DTC has
credited the interests in the Global Notes and only in respect of such portion
of the aggregate principal amount of the notes as to which such participant or
participants has or have given such direction. However, if there is an Event of
Default under the notes, DTC reserves the right to exchange the Global Notes for
legended notes in certificated form, and to distribute such notes to its
participants.




Although
DTC has agreed to the foregoing procedures to facilitate transfers of interests
in the Global Notes among participants in DTC, it is under no obligation to
perform or to continue to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the Trustee nor any of their respective
agents will have any responsibility for the performance by DTC or its
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.




Certificated
Securities




Subject
to certain conditions, any person having a beneficial interest in a Global Note
may, upon request to the Trustee, exchange such beneficial interest for notes in
the form of certificated securities. Upon any such issuance, the Trustee is
required to register such certificated securities in the name of, and cause the
same to be delivered to, such person or persons (or the nominee of any thereof).
All such certificated notes would be subject to the legend requirements
described herein under “Notice to Investors.” In addition, if:




(1)           We
notify the Trustee in writing that DTC is no longer willing or able to act as a
depositary and we are unable to locate a qualified successor within 90 days,
or




(2)           We,
at our option, notify the Trustee in writing that we elect to cause the issuance
of notes in the form of certificated securities under the
Indenture,




then,
upon surrender by the Global Notes holder of its Global Notes, notes in such
form will be issued to each person that the Global Notes holder and DTC identify
as being the beneficial owner of the related notes.




Neither
we nor the Trustee will be liable for any delay by the Global Notes holder or
DTC in identifying the beneficial owners of notes and we and the Trustee may
conclusively rely on, and will be protected in relying on, instructions from the
Global Notes holder or DTC for all purposes.







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Same-Day
Settlement and Payment




The
Indenture will require that payments in respect of the notes represented by the
Global Notes (including principal, premium, if any, interest and Additional
Interest, if any) be made by wire transfer of immediately available funds to the
accounts specified by the Global Notes holder. With respect to certificated
securities, we will make all payments of principal, premium, if any, Liquidated
Damages, if any, and interest by wire transfer of immediately available funds to
the accounts specified by the holders thereof or, if no such account is
specified, by mailing a check to each such holder’s registered
address.




Methods
of Receiving Payments on the Notes




If a
holder has given wire transfer instructions to us, we will make all principal,
premium and interest payments on those notes in accordance with those
instructions. All other payments on these notes will be made at the office or
agency of the payment agent and registrar within the City and State of New York
unless we elect to make interest payments by check mailed to the holders at
their address set forth in the register of holders.




Paying
Agent and Registrar for the Notes




The
Trustee will initially act as paying agent and registrar for the notes. We may
change the paying agent or registrar without prior notice to the holders of the
notes, and we or any of our subsidiaries may act as paying agent or
registrar.




Transfer
and Exchange




A Holder
may transfer or exchange notes in accordance with the Indenture. The registrar
and the Trustee may require a holder, among other things, to furnish appropriate
endorsements and transfer documents and we may require a holder to pay any taxes
and fees required by law or permitted by the Indenture. We are not required to
transfer or exchange any note selected for redemption. Also, we are not required
to transfer or exchange any note for a period of 15 days before a selection of
notes to be redeemed.




The
registered Holder of a note will be treated as the owner of it for all
purposes.




Concerning
the Trustee




If the
Trustee becomes a creditor of ours, the Indenture limits its right to obtain
payment of claims in certain cases, or to realize on certain property received
in respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in other transactions; however, if it acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue or resign.




The
Holders of at least a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it, subject to certain exceptions. The Indenture
provides that, in case a Default occurs and is continuing, the Trustee will be
required, in the exercise of its power, to use the degree of care of a prudent
person in similar circumstances in the conduct of his or her own affairs.
Subject to such provisions, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request of any Holder,
unless such Holder offers to the Trustee security and indemnity satisfactory to
the Trustee.




Governing
Law




The
Indenture (including the Guarantees of the notes), the notes, the Intercreditor
Agreement and the Security Agreement will be, as the case may be, governed by,
and construed in accordance with, the laws of the State of New York, but without
giving effect to applicable principles of conflicts of laws to the extent that
the application of the laws of another jurisdiction would be required
thereby.







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Certain
Definitions




Set forth
below are certain defined terms used in the Indenture. Reference is made to the
Indenture for a full disclosure of all such terms, as well as any other
capitalized terms used herein for which no definition is provided.




“Acquired Debt” means, with
respect to any specified Person:




(1)           Indebtedness
of any other Person existing at the time such other Person is merged with or
into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Subsidiary of, such specified Person;
and




(2)           Indebtedness
secured by a Lien encumbering any asset acquired by such specified
Person.




“Additional Credit Facility”
means any “Credit Facility” (other than the Credit Agreement and related First
Lien Documents) as defined in and permitted under the Indenture; provided that any such
“Credit Facility” shall only constitute an Additional Credit Facility hereunder
if either (a) a Discharge of First Lien Obligations under the Credit Agreement
and other related First Lien Documents occurs contemporaneously with a
Refinancing thereof pursuant to a Refinancing that will be secured by a first
priority Lien in any Collateral, or (b) the existing First Lien Lenders’ consent
to such Credit Facility in accordance with the terms and conditions of the
existing First Lien Credit Documents.




“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For
purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” shall have correlative meanings.




“Applicable Premium” means, as
calculated by the Company, with respect to any note on any applicable redemption
date, the greater of:




(1)           1.0%
of the then outstanding principal amount of the Note; and




(2)           the
excess of:




(a)           the
present value at such redemption date of (i) the redemption price of the
note at February 1, 2014 (such redemption price being set forth in the
table appearing above under the caption “—Optional Redemption”) plus
(ii) all required interest payments due on the note through February 1,
2014 (excluding accrued but unpaid interest), computed using a discount rate
equal to the Treasury Rate as of such redemption date plus 50 basis points;
over




(b)           he
then outstanding principal amount of the Note.




“Asset Sale”
means:




(1)           the
sale, lease, conveyance or other disposition of any assets or rights, including
sales and leasebacks, but excluding sales of inventory and equipment in the
ordinary course of business consistent with past practices; providedthat the sale,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company and its Restricted Subsidiaries taken as a whole will be governed
by the provisions of the Indenture described above under the caption “—Certain
Covenants—Change of Control” and/or the provisions described above under the
caption “—Certain Covenants—Merger, Consolidation, or Sale of Assets” and not by
the provisions of the Asset Sale covenant; and







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(2)           the
issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or
the sale of Equity Interests in any of its Subsidiaries.




Notwithstanding
the preceding, the following items shall not be deemed to be Asset
Sales:




(1)           any
single transaction or series of related transactions that: (a) involves
assets having a fair market value of less than $20 million; or
(b) results in net proceeds to the Company and its Restricted Subsidiaries
of less than $20 million;




(2)           a
transfer of assets between or among the Company and its Wholly Owned Restricted
Subsidiaries;




(3)           an
issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the
Company or to another Wholly Owned Restricted Subsidiary;




(4)           a
Restricted Payment that is permitted by the covenant described above under the
caption “—Certain Covenants—Restricted Payments”; and




(5)           solely
for purposes of the covenant described under “—Repurchase at the Option of the
Holders—Asset Sales”, any Event of Loss that would otherwise constitute an Asset
Sale.




“Attributable Debt” in respect
of a sale and leaseback transaction means, at the time of determination, the
present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.




“Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that in calculating the beneficial ownership of any particular
“person” (as such term is used in Section 13(d)(3) of the Exchange Act),
such “person” shall be deemed to have beneficial ownership of all securities
that such “person” has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition.




“Capital Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the
liability in respect of a capital lease that would at such time be required to
be capitalized on a balance sheet in accordance with GAAP.




“Capital Stock”
means:




(1)           
in the case of a corporation, corporate stock;




(2)           
in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;




(3)           
in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




(4)           any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.




“Cash Equivalents”
means:




(1)           United
States dollars;







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(2)           (a) pounds
sterling, euros or any national currency of any participating member state of
the EMU; or (b) such local currencies held by the Company or any Restricted
Subsidiary from time to time in the ordinary course of business;




(3)           securities
issued or directly and fully and unconditionally guaranteed or insured by the
U.S. government or any agency or instrumentality thereof the securities of which
are unconditionally guaranteed as a full faith and credit obligation of such
government with maturities of not more than twelve months from the date of
acquisition;




(4)           certificates
of deposit, time deposits and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers’ acceptances with maturities
not exceeding one year and overnight bank deposits, in each case with any
domestic or foreign commercial bank having capital and surplus of not less than
$500 million in the case of U.S. banks and $100 million (or the U.S. dollar
equivalent as of the date of determination) in the case of non-U.S.
banks;




(5)           repurchase
obligations for underlying securities of the types described in clauses
(3) and (4) entered into with any financial institution meeting the
qualifications specified in clause (4) above;




(6)           money
market instruments, commercial paper or other short-term obligations rated at
least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent
thereof by Moody’s (or if at such time neither is issuing ratings, then a
comparable rating of another nationally recognized rating agency);




(7)           investments
in money market funds subject to the risk limiting conditions of Rule 2a-7 or
any successor rule of the SEC under the Investment Company Act of 1940, as
amended; and




(8)           
investment funds investing 90% of their assets in securities of the types
described in clauses (1) through (7) above.




“Change of Control” means the
occurrence of any of the following:




(1)           the
sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any “person” (as such term is used in Section 13(d)(3) of the
Exchange Act) other than a Principal or a Related Party of a
Principal;




(2)           the
adoption of a plan relating to the liquidation or dissolution of the
Company;




(3)           
the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any “person” (as defined above),
other than the Principals and their Related Parties, becomes the Beneficial
Owner, directly or indirectly, of more than 35% of the Voting Stock of the
Company or the Parent Company, measured by voting power rather than number of
shares;




(4)           the
first day on which a majority of the members of the Board of Directors of the
Company or the Parent Company are not Continuing Directors; or




(5)           the
Company or the Parent Company consolidates with, or merges with or into, any
Person, or any Person consolidates with, or merges with or into, the Company or
the Parent Company, in any such event pursuant to a transaction in which any of
the outstanding Voting Stock of the Company or the Parent Company is converted
into or exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company or the Parent Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Stock of the surviving or transferee Person constituting a majority
of the outstanding shares of such Voting Stock of such surviving or transferee
Person immediately after giving effect to such issuance.







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“Collateral” means all of the
assets of the Company and the Domestic Guarantors, whether real, personal or
mixed, with respect to which a Lien is granted (or purported to be granted) as
security for any Second Lien Obligations (including proceeds and products
thereof).




“Collateral Agent” means the
Trustee, in its capacity as Collateral Agent under the Security Documents,
together with its successors.




“Consolidated Cash Flow”
means, with respect to any Person for any period, the Consolidated Net Income of
such Person for such period plus:




(1)           an
amount equal to any extraordinary loss plus any net loss realized in connection
with an Asset Sale, to the extent such losses were deducted in computing such
Consolidated Net Income; plus




(2)           provision
for taxes based on income or profits of such Person and its Subsidiaries for
such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus




(3)           consolidated
interest expense of such Person and its Subsidiaries for such period, whether
paid or accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers’ acceptance financings, and net payments, if any, pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus




(4)           depreciation,
amortization (including amortization of goodwill and other intangibles) and
other non-cash expenses, including stock-based compensation provision and loss
on early extinguishment of debt, of such Person and its Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash
expenses were deducted in computing such Consolidated Net Income;
minus




(5)           non-cash
items increasing such Consolidated Net Income for such period, other than items
that were accrued in the ordinary course of business, in each case on a
consolidated basis.




Notwithstanding
the preceding, the provision for taxes based on the income or profits of, and
the depreciation and amortization and other non-cash charges of, a Subsidiary of
the Company shall be added to Consolidated Net Income to compute Consolidated
Cash Flow of the Company only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its shareholders.




“Consolidated Net Income”
means, with respect to any specified Person for any period, the aggregate of the
Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, providedthat:




(1)           the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting shall be included only
to the extent of the amount of dividends or distributions paid in cash to the
specified Person or a Wholly Owned Restricted Subsidiary thereof;




(2)           the
Net Income of any non-Guarantor Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that non-Guarantor Restricted Subsidiary of that Net Income is not at the date
of determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or







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any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that non-Guarantor Restricted Subsidiary or its
shareholders;




(3)           the
Net Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded;




(4)           the
Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded,
whether or not distributed to the specified Person or one of its
Subsidiaries;




(5)           any
write-downs with respect to, or losses on dispositions of, Subsidiaries and
assets and all restructuring charges incurred by the Company, the Parent Company
and the Subsidiaries, shall be excluded;




(6)           non-recurring
fees, expenses or charges (including integration charges and, without
limitation, the write-off of deferred financing fees) incurred in connection
with this offering, or any merger, acquisition or consolidation shall be
excluded; and




(7)           the
cumulative effect of, or a change in accounting principles shall be
excluded.




“Consolidated Secured Debt
Ratio” means, as of the date of determination, the ratio of (a) the
Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries
on such date that is secured by Liens to (b) Consolidated Cash Flow of the
Company and its Restricted Subsidiaries for the most recently ended four fiscal
quarters ending immediately prior to such date for which internal financial
statements are available. In the event that the specified Person or any of its
Restricted Subsidiaries incurs, assumes, Guarantees or redeems any Indebtedness
or issues or redeems preferred stock subsequent to the commencement of the
period for which the Consolidated Secured Debt Ratio is being calculated but
prior to the date on which the event for which the calculation of the
Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio
Calculation Date”), then the Consolidated Secured Debt Ratio shall be
calculated giving pro formaeffect to such incurrence, assumption, Guarantee or redemption of
Indebtedness, or such issuance or redemption of preferred stock, as if the same
had occurred at the beginning of the applicable four-quarter reference period;
provided, however, borrowings in the
ordinary course of business under any revolving credit agreement shall not be
given pro formaeffect
and shall be included in the calculation of the Consolidated Secured Debt Ratio
only to the extent such borrowings were actually outstanding on such date of
determination.




In
addition, for purposes of calculating the Consolidated Secured Debt
Ratio:




(1)           acquisitions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Consolidated Secured
Debt Ratio Calculation Date shall be deemed to have occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated without giving effect to clause (3) of the
proviso set forth in the definition of Consolidated Net Income;




(2)           if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Investment,
acquisition, disposition, merger or consolidation that would have required
adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio
shall be calculated giving pro
formaeffect thereto for such period as if such Investment, acquisition,
disposition, merger or consolidation had occurred at the beginning of the
applicable four-quarter period;




(3)           whenever
pro formaeffect is to
be given to an Investment, acquisition, disposition, merger or consolidation and
the amount of income or earnings relating thereto, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting officer of
the Company and shall comply with the requirements of Rule 11-02 of Regulation
S-X promulgated by the SEC, except that such pro formacalculations may
include operating expense reductions for such period resulting from
such







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transaction
which is being given pro
forma effect that have been realized or (A) for which the steps
necessary for realization have been taken (or are taken concurrently with such
transaction) or (B) with respect to any transactions, for which the steps
necessary for realization are reasonably expected to be taken within the
12-month period following such transaction and, in each case, including, but not
limited to, (a) reduction in personnel expenses, (b) reduction of
costs related to administrative functions (c) reduction of costs related to
leased or owned properties and (d) reductions from the consolidation of
operations and streamlining of corporate overhead; provided that, in either
case, such adjustments are set forth in an Officer’s Certificate signed by the
Company’s chief executive officer, chief financial officer or treasurer which
states (i) the amount of such adjustment or adjustments, (ii) that
such adjustment or adjustments are based on the reasonable good faith beliefs of
the officer executing such officer’s certificate at the time of such execution
and (iii) that any related incurrence of Indebtedness is permitted pursuant
to the Indenture; and




(4)           the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Consolidated Secured Debt Ratio Calculation Date, including, but not limited to,
divested operations EBITDA, shall be excluded.




“Consolidated Total
Indebtedness” means, as at any date of determination, an amount equal to
the sum of (1) the aggregate amount of all outstanding Indebtedness of the
Company and its Restricted Subsidiaries on a consolidated basis consisting of
Indebtedness for borrowed money, Obligations in respect of Capital Lease
Obligations and debt obligations evidenced by promissory notes and similar
instruments and (2) the aggregate amount of all outstanding Disqualified
Stock of the Company on a consolidated basis, with the amount of such
Disqualified Stock equal to the greater of its voluntary or involuntary
liquidation preferences and maximum fixed repurchase prices, in each case
determined on a consolidated basis in accordance with GAAP. For purposes hereof,
the “maximum fixed repurchase price” of any Disqualified Stock that does not
have a fixed repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were purchased on any
date on which Consolidated Total Indebtedness shall be required to be determined
pursuant to the Indenture, and if such price is based upon, or measured by, the
fair market value of such Disqualified Stock, such fair market value shall be
determined reasonably and in good faith by the Company. Any amount of
Indebtedness in a currency other than U.S. dollars will be converted to U.S.
dollars based on the average exchange rate for such currency for the most recent
twelve-month period immediately prior to the date of determination determined in
a manner consistent with that used in calculating Consolidated Cash Flow for the
applicable period.




“Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of the
Company or the Parent Company who:




(1)           was
a member of such Board of Directors on the Issue Date; or




(2)           was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of the Board of
Directors of the Parent Company at the time of such nomination or
election.




“Credit Agreement” means the
Credit Agreement, dated as of June 21, 2006, among the Company, the Parent
Company, the lenders from time to time party thereto, and Bank of America, N.A.,
as administrative agent, swing line lender and L/C issuer, as amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time.




“Credit Facilities” means,
with respect to the Company or any Restricted Subsidiary, one or more debt
facilities or commercial paper facilities (including, without limitation,
indentures and the Credit Agreement), in each case with banks or other
institutional lenders or investors providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or other asset securitizations, letters of credit or
other long-term indebtedness, including any notes, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.







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“Default” means any event that
is, or with the passage of time or the giving of notice or both would be, an
Event of Default.




“Designated Noncash
Consideration” means the fair market value of non-cash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is so designated as Designated Noncash Consideration pursuant
to an Officers’ Certificate setting forth the basis of such valuation, less the
amount of cash or Cash Equivalents received in connection with a subsequent sale
of such Designated Noncash Consideration.




“Discharge of First Lien
Obligations” means, subject to any reinstatement of First Lien
Obligations in accordance with the Intercreditor Agreement, (a) payment in
full in cash of the principal of and interest (including interest accruing on or
after the commencement of any Insolvency or Liquidation Proceeding at the rate
provided for in the respective First Lien Document, whether or not such interest
would be allowed in any such Insolvency or Liquidation Proceeding) and premium,
if any, on all Indebtedness under the First Lien Documents and termination of
all commitments of the First Lien Lenders to lend or otherwise extend credit
under the First Lien Documents, (b) payment in full in cash of all other
First Lien Obligations (including letter of credit reimbursement obligations)
that are due and payable or otherwise accrued and owing at or prior to the time
such principal, interest and premium are paid (other than secured hedging and
cash management obligations so long as arrangements satisfactory to the
applicable provider shall have been made), and (c) termination or cash
collateralization (in an amount and manner, and on terms, reasonably
satisfactory to the First Lien Agent) of all letters of credit issued under the
First Lien Credit Documents.




“Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it
is convertible, or for which it is exchangeable, in each case at the option of
the holder of the Capital Stock), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder of the Capital Stock, in whole or in
part, on or prior to the date that is 91 days after the date on which the notes
mature. Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with the covenant described above
under the caption “—Certain Covenants—Restricted Payments.”




“Domestic Guarantor” means any
Guarantor that is organized under the laws of any political subdivision of the
United States.




“Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).




“Equity Offering” means any
private or underwritten public offering of common stock of the Company or the
Parent Company in which the gross proceeds to the Company or the Parent Company,
as applicable, are at least $50 million and, in the case of an offering by the
Parent Company, the net proceeds are contributed to the Company.




“Event of Loss” means, with
respect to any property or asset (tangible or intangible, real or personal)
constituting Collateral, any of the following:




(i)           any
loss, destruction or damage of such property or asset;




(ii)           any
institution of any proceeding for the condemnation or seizure of such property
or asset or for the exercise of any right of eminent domain;




(iii)           any
actual condemnation, seizure or taking by exercise of the power of eminent
domain or otherwise of such property or asset, or confiscation of such property
or asset or the requisition of the use of such property or asset;
or







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(iv)           any
settlement in lieu of clauses (ii) or (iii) above.




“Existing Indebtedness” means
Indebtedness of the Company and its Restricted Subsidiaries in existence on the
Issue Date.




“First Lien Agent” has the
meaning assigned to such term in the Intercreditor Agreement.




“First Lien Credit Documents”
means the Credit Agreement, each other Credit Facility (to the extent that such
Credit Facility provides for or evidences First Lien Obligations), the other
Loan Documents (as defined in the Credit Agreement or any such other Credit
Facility), and each of the other agreements, documents and instruments providing
for or evidencing any other First Lien Obligation and any other document or
instrument executed or delivered at any time in connection with any First Lien
Obligation (including any intercreditor or joinder agreement among holders of
First Lien Obligations but excluding documents governing secured hedging and
cash management obligations), to the extent such are effective at the relevant
time, as each may be amended, modified, restated, supplemented, replaced or
refinanced from time to time.




“First Lien Documents” means
the First Lien Credit Documents and any and all documents governing the other
First Lien Obligations (including documents related to secured hedging and cash
management obligations).




“First Lien Lenders” means the
“Lenders” or “Holders” (as the case may be) from time to time party to, and as
defined in, the Credit Agreement or any other First Lien Credit Document,
together with their respective successors and assigns; provided that the term “First
Lien Lender” shall in any event also include each letter of credit issuer and
swing line lender under the Credit Agreement, including, without limitation, the
“L/C Issuer,” the “Swing Line Lender” and any “Agent” under (and each as defined
in) the Credit Agreement.




“First Lien Obligations” means
(i) all Obligations under (and as defined in) the Credit Agreement and
under any other document relating to the Credit Agreement, (ii) all
Obligations under (and as defined in) any Additional Credit Facility and under
any other document relating to such Additional Credit Facility (to the extent
that the Indebtedness under such Additional Credit Facility is designated by the
Company as “First Lien Obligations” for purposes of the Indenture) and
(iii) all cash management and hedging obligations secured pursuant to any
First Lien Credit Document; provided that the aggregate
principal amount of, without duplication, revolving credit loans, letters of
credit, term loans, other loans, notes or similar instruments (excluding, in any
event, secured hedging and cash management obligations) provided for under the
Credit Agreement, such Additional Credit Facility or any other First Lien Credit
Document (or any refinancing thereof) in excess (the “Excess Amount”) of the
Maximum First Lien Principal Indebtedness, and any interest relating to such
excess amount, shall not constitute First Lien Obligations for purposes of the
Indenture. “First Lien Obligations” shall in any event include: (a) all
interest accrued or accruing, or which would accrue, absent commencement of an
Insolvency or Liquidation Proceeding (and the effect of provisions such as
Section 502(b)(2) of the Bankruptcy Code), on or after the commencement of
an Insolvency or Liquidation Proceeding in accordance with the rate specified in
the relevant First Lien Document, whether or not the claim for such interest is
allowed or allowable as a claim in such Insolvency or Liquidation Proceeding,
(b) any and all fees and expenses (including attorneys’ and/or financial
consultants’ fees and expenses) incurred by the First Lien Agent and the First
Lien Secured Parties on or after the commencement of an Insolvency or
Liquidation Proceeding, whether or not the claim for fees and expenses is
allowed or allowable under Section 502 or 506(b) of the Bankruptcy Code or
any other provision of the Bankruptcy Code or any similar federal, state or
foreign law for the relief of debtors as a claim in such Insolvency or
Liquidation Proceeding, and (c) all obligations and liabilities of each
Grantor under each First Lien Document to which it is a party which, but for the
automatic stay under Section 362(a) of the Bankruptcy Code, would become
due and payable (but in any event not including any obligations excluded
pursuant to the proviso in the preceding sentence).




“First Lien Secured Parties”
has the meaning given to the term “First Lien Creditors” in the Intercreditor
Agreement.




“First Priority Liens” means
all Liens that secure the First Lien Obligations.







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“Fixed Charge Coverage Ratio”
means, with respect to any specified Person for any period, the ratio of the
Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays or redeems any Indebtedness or issues or redeems preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed
Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio
shall be calculated giving pro
formaeffect to such incurrence, assumption, Guarantee, repayment or
redemption of Indebtedness, or such issuance or redemption of preferred stock,
as if the same had occurred at the beginning of the applicable four-quarter
reference period; provided, however, borrowings in the
ordinary course of business under any revolving credit agreement shall not be
given pro formaeffect
and shall be included in the calculation of the Fixed Charge Coverage Ratio only
to the extent such borrowings were actually outstanding during the applicable
four-quarter reference period.




In
addition, for purposes of calculating the Fixed Charge Coverage
Ratio:




(1)           acquisitions
that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Fixed Charge Coverage
Ratio Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated without giving effect to clause (3) of the
proviso set forth in the definition of Consolidated Net Income;




(2)           if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Investment,
acquisition, disposition, merger or consolidation that would have required
adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio
shall be calculated giving pro
formaeffect thereto for such period as if such Investment, acquisition,
disposition, merger or consolidation had occurred at the beginning of the
applicable four-quarter period;




(3)           whenever
pro formaeffect is to
be given to an Investment, acquisition, disposition, merger or consolidation and
the amount of income or earnings relating thereto, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting officer of
the Company and shall comply with the requirements of Rule 11-02 of Regulation
S-X promulgated by the SEC, except that such pro formacalculations may
include operating expense reductions for such period resulting from such
transaction which is being given pro forma effect that have
been realized or (A) for which the steps necessary for realization have
been taken (or are taken concurrently with such transaction) or (B) with
respect to any transactions, for whichthe steps necessary for
realization are reasonably expected to be taken within the 12-month period
following such transaction and, in each case, including, but not limited to,
(a) reduction in personnel expenses, (b) reduction of costs related to
administrative functions (c) reduction of costs related to leased or owned
properties and (d) reductions from the consolidation of operations and
streamlining of corporate overhead; provided that, in either
case, such adjustments are set forth in an Officer’s Certificate signed by the
Company’s chief executive officer, chief financial officer or treasurer which
states (i) the amount of such adjustment or adjustments, (ii) that
such adjustment or adjustments are based on the reasonable good faith beliefs of
the officer executing such officer’s certificate at the time of such execution
and (iii) that any related incurrence of Indebtedness is permitted pursuant
to the Indenture;




(4)           if
any Indebtedness bears a floating rate of interest and is being given pro formaeffect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate
for the entire period (taking into account any Hedging Obligations applicable to
such Indebtedness);




(5)           interest
on a Capital Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Company to be the rate of interest implicit in such Capital Lease Obligation in
accordance with GAAP;







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(6)           interest
on any Indebtedness under a revolving credit facility computed on apro formabasis shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period, and interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as the Company may designate;




(7)           the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Fixed Charge Coverage Ratio Calculation Date, shall be excluded;
and




(8)           the
Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Fixed Charge Coverage Ratio Calculation Date, shall be excluded.




“Fixed Charges” means, with
respect to any Person for any period, the sum, without duplication,
of:




(1)           the
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued, including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts, and other fees and charges incurred in respect of letter of credit or
bankers’ acceptance financings, and net payments, if any, pursuant to Hedging
Obligations; plus




(2)           the
consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus




(3)           any
interest expense on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries, whether or not such Guarantee
or Lien is called upon; plus




(4)           cash
dividend payments on any series of preferred stock or Disqualified Stock of such
Person or any of its Restricted Subsidiaries.




“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect from time to time.




“Grantor” means the Company,
the Parent Company and each Domestic Guarantor that has executed and delivered,
or may from time to time hereafter executed and deliver, a Security
Document.




“Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.




“Guarantors” means each
of:




(1)           the
Parent Company,




(2)           each
Subsidiary Guarantor; and







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(3)           any
other Subsidiary that executes a Note Guarantee in accordance with the
provisions of the Indenture; and their respective successors and
assigns.




“Hedging Obligations” means,
with respect to any Person, the obligations of such Person under:




(1)           interest
rate swap agreements, interest rate cap agreements and interest rate collar
agreements;




(2)           other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or the value of foreign currencies purchased or received by
such Person in the ordinary course of business; and




(3)           any
commodity futures or option contract or other similar commodity hedging contract
designed to protect such person against fluctuations in commodity
prices.




“Holder” means the Person in
whose name a note is registered on the Registrar’s books.




“Indebtedness” means, with
respect to any specified Person, any indebtedness of such Person, whether or not
contingent, in respect of:




(1)           borrowed
money;




(2)           evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);




(3)           banker’s
acceptances;




(4)           representing
Capital Lease Obligations;




(5)           the
balance deferred and unpaid of the purchase price of any property, except any
such balance that constitutes an accrued expense or trade payable;
or




(6)           representing
any Hedging Obligations,




if and to
the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified
Person) and, to the extent not otherwise included, the Guarantee by such Person
of any indebtedness of any other Person. In addition, in the event that the
Company obtains any incremental revolving credit commitments
under the Credit Agreement, 100% of such commitments shall be deemed
to be an incurrence of Indebtedness solely for purposes of the first paragraph
of the covenant entitled “Incurrence of Indebtedness” and clause (1) of the
definition of “Permitted Liens”, and any borrowings, repayments and reborrowings
at any time under such incremental revolving credit commitments shall not
be deemed a new incurrence of Indebtedness.




The
amount of any Indebtedness outstanding as of any date shall be:




(1)           the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and




(2)           the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness.




“Insolvency or Liquidation
Proceeding” means (a) any voluntary or involuntary case or
proceeding under the Bankruptcy Code with respect to the Company or any
Guarantor, (b) any other voluntary or involuntary







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insolvency,
reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding with respect to
the Company or any Guarantor or with respect to a material portion of its
respective assets, (c) any liquidation, dissolution, reorganization or
winding-up of the Company or any Guarantor, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy or (d) any assignment for
the benefit of creditors or any other marshalling of assets and liabilities of
the Company or any Guarantor.




“Intercompany Notes” means the
intercompany notes issued by Restricted Subsidiaries of the Company that are not
Guarantors in favor of the Company or a Guarantor to evidence advances by the
Company or such Guarantor, in each case, in the form attached as Exhibit F to
the Indenture.




“Investments” means, with
respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the forms of direct or indirect loans (including
guarantees of Indebtedness or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that would be classified as investments on a
balance sheet prepared in accordance with GAAP, excluding Hedging Obligations.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of the covenant described above under the caption “—Certain
Covenants—Restricted Payments.” The acquisition by the Company or any Subsidiary
of the Company of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Subsidiary in such third
Person in an amount equal to the fair market value of the Investment held by the
acquired Person in such third Person in an amount determined as provided in the
final paragraph of the covenant described above under the caption “—Certain
Covenants—Restricted Payments.”




“Issue Date” means February 5,
2010, the date of initial issuance of the notes.




“Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.




“Maximum First Lien Principal
Indebtedness” means Indebtedness, including letters of credit, under the
First Lien Credit Documents (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of the Grantors
thereunder) in an aggregate principal amount not to exceed the amount of
Indebtedness permitted under clause (1) of the definition of “Permitted Liens”
(as set forth in the Indenture as in effect on the Issue Date). For the
avoidance of doubt, for the purposes of this definition, (a) any additional
Indebtedness under the First Lien Credit Documents permitted under the Indenture
as in effect on the Issue Date shall be deemed to include 100% of any increase
in revolving commitments under the First Lien Credit Documents after the Issue
Date, whether or not the full amount of such commitments is borrowed on the
effective date of such increase or borrowed, repaid and/or reborrowed at any
time thereafter, so long as such increase was permitted under the Indenture as
of the effective date of such increase, and (b) secured hedging obligations and
cash management obligations shall not be considered Indebtedness under the First
Lien Credit Documents.




“Net Income” means, with
respect to any Person, the net income (loss) of such Person and its Restricted
Subsidiaries, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however:




(1)           any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with: (a) any Asset Sale; or
(b) the disposition of any securities by such Person or any of its
Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person
or any of its Restricted Subsidiaries; and







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(2)           any
extraordinary or nonrecurring gain or loss, together with any related provision
for taxes on such extraordinary or nonrecurring gain or loss.




“Net Loss Proceeds” means the
aggregate cash proceeds received by the Company or any Guarantor in respect of
any Event of Loss, including, without limitation, insurance proceeds (other than
business interruption insurance proceeds), condemnation awards or damages
awarded by any judgment, net of the direct cost in recovery of such Net Loss
Proceeds (including, without limitation, legal, accounting, appraisal and
insurance adjuster fees and any relocation expenses incurred as a result
thereof), amounts required to be applied to the repayment of Indebtedness
secured by any Permitted Collateral Lien on the asset or assets that were the
subject of such Event of Loss (other than any Lien which does not rank prior to
the Second Priority Liens), and any taxes paid or payable as a result
thereof.




“Net Proceeds” means the
aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of the direct costs relating to such Asset
Sale, including, without limitation, legal, accounting and investment banking
fees, and sales commissions, and any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof, in each case after taking
into account any available tax credits or deductions and any tax sharing
arrangements and amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.




“Non-Recourse Debt” means
Indebtedness:




(1)           as
to which neither the Company nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is
directly or indirectly liable as a guarantor or otherwise, or
(c) constitutes the lender; and




(2)           no
default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit
upon notice, lapse of time or both any holder of any other Indebtedness (other
than the notes) of the Company or any of its Restricted Subsidiaries to declare
a default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity.




“North American Subsidiary”
means a Restricted Subsidiary formed under the laws of a state of the United
States (including the District of Columbia), or under the laws of a province of
Canada, that has a principal place of business within the United States, or
Canada, as applicable.




“Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing any
Indebtedness.




“Officers’ Certificate” means
a certificate signed on behalf of the Company by two officers, except as
otherwise provided herein, of the Company, one of whom must be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, who meet certain requirements specified in the
Indenture.




“Parent Company” means Cenveo,
Inc., a Colorado corporation.




“Permitted Additional Pari Passu
Obligations” means obligations under any additional notes or other
Indebtedness secured by the Second Priority Liens that is in each case permitted
by the Indenture; provided that (i) the
representative of such Permitted Additional Pari Passu Obligation executes a
joinder agreement to the Security Agreement and the Intercreditor Agreement, in
each case in the form attached thereto, agreeing to be bound thereby and
(ii) the Company has designated such Indebtedness as “Permitted Additional
Pari Passu Obligations” under the Security Agreement and the Intercreditor
Agreement.







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“Permitted Businesses” means
the printing business generally including the business conducted by the Company
and its Subsidiaries as of the Issue Date and any other business or businesses
ancillary, complementary or related thereto.




“Permitted Collateral Liens”
means:




(i)           Liens
securing the notes outstanding on the Issue Date, Permitted Refinancing
Indebtedness with respect to such notes, the Guarantees relating thereto and any
Obligations with respect to such notes, Permitted Refinancing Indebtedness and
Guarantees;




(ii)           Liens
securing Permitted Additional Pari Passu Obligations permitted to be incurred
pursuant to the Indenture which Liens are granted pursuant to the provisions of
the Security Documents;




(iii)           Liens
existing on the Issue Date (other than Liens specified in clause (i) or
(ii) above);




(iv)           Liens
described in clauses (1) (which Liens shall be subject to the Intercreditor
Agreement), (5), (6), (7), (8), (10), (11), (13), (14), (15), (16), (17), (18),
(19), (20), (21) (which Liens shall be subject to the Intercreditor
Agreement), (24), (26), (27), (28) and (29) (but only with respect to
Obligations secured by Liens described in clause (1), (2), (4) and
(5) referred to therein) of the definition of “Permitted
Liens”;




(v)           easements,
rights-of-way, restrictions, defects or irregularities in title and other
similar charges or encumbrances not interfering in any material respect with the
business of the Company or any of its Subsidiaries which were not incurred in
connection with Indebtedness and which do not individually or in the aggregate
materially adversely affect the value of the property affected thereby or
materially impair the use of such property in the operation of the business of
such Person;




(vi)           Liens
on the Collateral in favor of the Collateral Agent relating to Collateral
Agent’s administrative expenses with respect to the Collateral; and




(vii)           other
Liens permitted under Section 7.01 of the Credit Agreement (as in effect on
the date hereof).




“Permitted
Investments” means:




(1)           any
Investment in the Company or in a Restricted Subsidiary of the
Company;




(2)           any
Investment in Cash Equivalents;




(3)           any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person if as a result of such Investment:




(a)           such
Person becomes a Restricted Subsidiary of the Company; or




(b)           such
Person, in one transaction or a series of related transactions, is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company;




(4)           any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with the covenant
described above under the caption “—Repurchase at the Option of Holder—Asset
Sales”;




(5)           Investments
existing as of the Issue Date;







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(6)           any
acquisition of assets solely in exchange for the issuance of Equity Interests of
the Company;




(7)           accounts
receivable, endorsements for collection, deposits or similar Investments arising
in the ordinary course of business;




(8)           any
Investment by the Company or a Restricted Subsidiary in assets of a Permitted
Business or assets to be used in a Permitted Business;




(9)           stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Subsidiary or in
satisfaction of judgments;




(10)           the
acceptance of notes payable from and loans and advances to officers, directors
and employees of the Company or its Subsidiaries in payment for the purchase of
Capital Stock;




(11)           any
other Investment acquired by the Company or any of its Restricted
Subsidiaries;




(a)           in
exchange for any other Investment or accounts receivable held by the Company or
any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such
other Investment or accounts receivable (including any trade creditor or
customer); or




(b)           as
a result of a foreclosure by the Company or any of its Restricted Subsidiaries
with respect to any secured Investment or other transfer of title with respect
to any secured Investment in default;




(12)           Hedging
Obligations permitted under clause (7) of the covenant described in
“—Incurrence of Indebtedness”;




(13)           guarantees
of Indebtedness permitted under the covenant described in “—Incurrence of
Indebtedness”;




(14)           Investments
consisting of purchases and acquisitions of inventory, supplies, material or
equipment;




(15)           advances
to, or guarantees of Indebtedness of, employees not in excess of $5 million
outstanding at any one time, in the aggregate;




(16)           loans
and advances to officers, directors and employees for business-related travel
expenses, moving expenses and other similar expenses, in each case incurred in
the ordinary course of business;




(17)           advances,
loans or extensions of trade credit in the ordinary course of business by the
Company or any of its Restricted Subsidiaries; and




(18) any
other investment in any Person having an aggregate fair market value (measured
on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (18) since the Issue Date and existing at the
time such Investment was made, did not exceed $50 million.




“Permitted Liens”
means:




(1)           Liens
incurred to secure Obligations in respect of any Indebtedness under Credit
Facilities not to exceed the greater of (i) the amount permitted to be
incurred pursuant to clause (1) of the covenant described above under
“—Certain Covenants—Incurrence of Indebtedness” and (ii) an
amount







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such that
at the time of incurrence and after giving pro forma effect thereto, the
Consolidated Secured Debt Ratio would be no greater than 3.75 to 1.0 (provided, that in the event
the Company obtains any incremental revolving credit commitments
under the Credit Agreement, all Liens securing such commitments shall,
for purposes of this clause (1), be deemed to be incurred pursuant to this
clause (ii) at the time of obtaining such commitments regardless of when
any borrowings, repayments or reborrowings under such commitments are made);
providedthat such
Liens under this clause (1) are subject to the provisions of the
Intercreditor Agreement;




(2)           Liens
incurred to secure Permitted Additional Pari Passu Obligations so long as, at
the time of incurrence and after giving pro forma effect thereto, the
Consolidated Secured Debt Ratio would be no greater than 3.75 to 1.0; providedthat such Liens are
subject to the provisions of the Intercreditor Agreement;




(3)           Liens
in favor of the Company or the Guarantors;




(4)           Liens
when the notes are secured by such Lien on an equal and ratable basis unless the
Obligation secured by any such Lien is subordinate or junior in right of payment
to the notes, in which case the Lien securing such Obligation must be
subordinate and junior to the Lien securing the notes with the same or lesser
relative priority as such Obligation shall have with respect to the
notes;




(5)           Liens
on property of a Person existing at the time such Person becomes a Restricted
Subsidiary or is merged with or into or consolidated with the Company or any
Restricted Subsidiary of the Company, providedthat such Liens were
in existence prior to the contemplation of such acquisition, merger or
consolidation and do not extend to any assets other than those of the Person
acquired or merged into or consolidated with the Company or the Restricted
Subsidiary;




(6)           Liens
on property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary of the Company, providedthat such Liens were
in existence prior to the contemplation of such acquisition;




(7)           Liens
to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary
course of business;




(8)           Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by clause
(4) of the second paragraph of the covenant entitled “—Incurrence of
Indebtedness” covering only the assets acquired with such
Indebtedness;




(9)           Liens
existing on the Issue Date;




(10)           Liens
for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded, providedthat any reserve or
other appropriate provision as shall be required in conformity with GAAP shall
have been made therefor;




(11)           Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, old age pension or public liability obligations or to secure the
payment or performance of bids, tenders, statutory or regulatory obligations,
surety, stay, or appeal bonds, performance bonds or other obligations of a like
nature incurred in the ordinary course of business;




(12)           easements,
rights-of-way, restrictions, defects or irregularities in title and other
similar charges or encumbrances not interfering in any material respect with the
business of the Company or any of its Subsidiaries;




(13)           purchase
money liens (including extensions and renewals thereof);







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(14)           Liens
securing reimbursement obligations with respect to letters of credit which
encumber only documents and other property relating to such letters of credit
and the products and proceeds thereof;




(15)           judgment
and attachment Liens not giving rise to an Event of Default;




(16)           Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements;




(17)           Liens
arising out of consignment or similar arrangements for the sale of
goods;




(18)           any
interest or title of a lessor in property subject to any Capital Lease
Obligation or operating lease;




(19)           statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good faith
by appropriate proceedings, if such reserve or other appropriate provision, if
any, as shall be required by GAAP shall have been made in respect
thereof;




(20)           Liens
upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment, or
storage of such inventory or other goods;




(21)           Liens
securing Hedging Obligations that are otherwise permitted under the Indenture;
provided that such
Liens are subject to the provisions of the Intercreditor Agreement;




(22)           leases
or subleases granted to others that do not materially interfere with the
ordinary course of business of the Company and its Subsidiaries;




(23)           Liens
arising from filing Uniform Commercial Code financing statements regarding
leases;




(24)           Liens
in favor of collecting or payer banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of the Company or any
Subsidiary on deposit with or in possession of such bank;




(25)           Liens
to secure Non-Recourse Debt;




(26)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the
ordinary course of business;




(27)           Liens
(i) of a collection bank arising under the Uniform Commercial Code on items
in the course of collection, (ii) encumbering reasonable customary initial
deposits and margin deposits and similar Liens attaching to commodity trading
accounts or other commodity or brokerage accounts incurred in the ordinary
course of business, and (iii) in favor of banking institutions arising as a
matter of law encumbering deposits (including the right of set-off) and which
are within the general parameters customary in the banking
industry;




(28)           any
encumbrance or restriction (including put and call arrangements) with respect to
capital stock of any joint venture or similar arrangement pursuant to any joint
venture of similar agreement;




(29)           Liens
to secure any Permitted Refinancing Indebtedness (or successive Permitted
Refinancing Indebtedness) which refinances as a whole, or in part, any
Indebtedness secured by any Lien referred to in the foregoing clauses (1), (2),
(5), (6), (8), (9) and (13); provided, however, that:







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(a)           such
new Lien shall be limited to all or part of the same property that secured the
original Lien (plus improvements to or on such property) and




(b)           the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of:




(i)           the
outstanding principal amount or, if greater, committed amount of the
Indebtedness secured by Liens described under clause (1), (2), (5), (6), (8),
(9) or (13) at the time the original Lien became a Permitted Lien
under the Indenture and




(ii)           an
amount necessary to pay any fees and expenses, including premiums, related to
such Permitted Refinancing Indebtedness;




(30)           Liens
on the Collateral granted under the Security Documents in favor of the
Collateral Agent to secure the notes (other than additional notes) and the
Guarantees; and




(31)           Liens
not otherwise permitted by clauses (1) through (30) that are incurred
in the ordinary course of business of the Company or any Subsidiary of the
Company with respect to obligations that do not exceed $25 million at any
one time outstanding.




“Permitted Payments to Parent
Company” means:




(1)           payments
to the Parent Company in an amount sufficient to permit the Parent Company to
pay reasonable and necessary operating expenses and other general corporate
expenses to the extent such expenses relate or are fairly allocable to the
Company and its Subsidiaries, including any reasonable professional fees and
expenses, not in excess of $5 million in the aggregate during any
consecutive 12-month period;




(2)           payments
to the Parent Company to enable the Parent Company to pay foreign, federal,
state or local tax liabilities (“Tax Payment”), not to exceed the amount of any
tax liabilities that would be otherwise payable by the Company and its
Subsidiaries to the appropriate taxing authorities if they filed separate tax
returns, to the extent that the Parent Company has an obligation to pay such tax
liabilities relating to the operations, assets or capital of the Company or its
Subsidiaries; provided,
however, that
(a) notwithstanding the foregoing, in the case of determining the amount of
a Tax Payment that is permitted to be paid by the Company and any of its U.S.
Subsidiaries in respect of their Federal income tax liability, such payment
shall be determined assuming that the Company is the parent company of an
affiliated group (the “Company Affiliated Group”) filing a consolidated Federal
income tax return and that the Parent Company and each such U.S. Subsidiary is a
member of the Company Affiliated Group and (b) any Tax Payments shall
either be used by the Parent Company to pay such tax liabilities within 90 days
of the Parent Company’s receipt of such payment or refunded to the party from
whom the Parent Company received such payments; and




(3)           payments
to the Parent Company in an amount sufficient to permit the Parent Company to
repurchase, redeem or other acquire or retire for value any Equity Interests of
the Parent Company or any Restricted Subsidiary of the Parent Company held by
any member of the Parent Company’s (or any of its Subsidiaries’) management
pursuant to any management equity subscription agreement or stock option
agreement in effect as of the Issue Date; providedthat the aggregate
price paid for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed $10 million in any calendar year (with unused amounts
in any calendar year being carried over to the next succeeding year, not to
exceed an aggregate of $20 million in any calendar year).




“Permitted Refinancing
Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund other Indebtedness
of the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); providedthat:







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(1)           the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or accreted
value, if applicable), plus accrued interest on the Indebtedness so extended,
refinanced, renewed, replaced, defeased or refunded (plus the amount of
reasonable expenses incurred in connection therewith including premiums paid, if
any, to the Holder thereof);




(2)           such
Permitted Refinancing Indebtedness has a final maturity date either no earlier
than the final maturity date of the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded or 91 days following the maturity of the
notes, and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded;




(3)           if
the Indebtedness (other than the Subordinated Notes) being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the notes, such Permitted Refinancing Indebtedness has a final maturity date no
earlier than the final maturity date of, and is subordinated in right of payment
to, the notes on terms at least as favorable to the Holders of notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and




(4)           such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.




“Person” means any individual,
corporation, company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or agency or political
subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business).




“Principals” means the
officers and directors of the Parent Company on the Issue Date, their Affiliates
(as such term is defined under the Exchange Act) and the Parent Company’s and
Company’s Employee Stock Ownership Plan and Trust.




“Registration Rights
Agreement” means that certain agreement among the Company, the Guarantors
and the Initial Purchasers that may require the Company to file a shelf
registration statement to register resales of the notes.




“Related Party” with respect
to any Principal means:




(1)           any
controlling shareholder, 80% or more owned Subsidiary, or spouse or immediate
family member (in the case of an individual) of such Principal; or




(2)           any
trust, corporation, partnership or other entity, the beneficiaries,
shareholders, partners, owners or Persons beneficially holding an 80% or more
controlling interest of which consist of such Principal and/or such other
Persons, referred to in the immediately preceding clause (1).




“Restricted Investment” means
an Investment other than a Permitted Investment.




“Restricted Subsidiary” of a
Person means any Subsidiary of such Person that is not an Unrestricted
Subsidiary.




“Second Lien Obligations”
means the Indebtedness and Obligations under the Indenture and any Permitted
Additional Pari Passu Obligations.




“Second Priority Liens” means
all Liens in favor of the Collateral Agent on Collateral securing the Second
Lien Obligations, including, without limitation, any Permitted Additional Pari
Passu Obligations.







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“Security Agreement” means the
pledge and security agreement to be dated as of the Issue Date among the
Collateral Agent, the Company and the Domestic Guarantors granting, among other
things, a Second Priority Lien on the Collateral subject to Permitted Collateral
Liens and Permitted Liens, in each case in favor of the Collateral Agent for its
benefit and for the benefit of the Trustee and the Holders of the notes and the
holders of any Permitted Additional Pari Passu Obligations, as amended,
modified, restated, supplemented or replaced from time to time in accordance
with its terms.




“Security Documents” means the
Security Agreement, any mortgages, the Intercreditor Agreement and all of the
security agreements, pledges, collateral assignments, deeds of trust, trust
deeds or other instruments evidencing or creating or purporting to create any
security interests in favor of the Collateral Agent for its benefit and for the
benefit of the Trustee and the Holders of the notes and the holders of any
Permitted Additional Pari Passu Obligations, in all or any portion of the
Collateral, as amended, modified, restated, supplemented or replaced from time
to time.




“Significant Subsidiary” means
any Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933,
as such Regulation is in effect on the Issue Date.




“Stated Maturity” means, with
respect to any installment of interest or principal on any series of
Indebtedness, the date on which such payment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.




“Subordinated Notes” means
(i) the Company’s 8-3/8% Senior Subordinated Notes due 2014 issued pursuant
to the Indenture, dated as of June 15, 2004, among the Company (as
successor to Cadmus Communications Corporation), the subsidiary guarantors party
thereto and U.S. Bank National Association (as successor to Wachovia Bank,
National Association), as trustee, and (ii) the Company’s 7-7/8% Senior
Subordinated Notes due 2013 issued pursuant to the Indenture, dated as of
February 4, 2004, by and among the Company (formerly known as “Mail-Well I
Corporation”), the guarantors party thereto and U.S. Bank National Association,
as trustee.




“Subsidiary” means, with
respect to any Person:




(1)           any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and




(2)           any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are such Person or of one or more Subsidiaries of such Person
(or any combination thereof).




“Subsidiary Guarantor” means
any Restricted Subsidiary that shall have guaranteed, pursuant to the Indenture
or a supplemental indenture and the requirements therefor set forth in this
Indenture, the payment of all principal of, and interest and premium, if any, on
the notes and all other amounts payable under the notes or the
Indenture.




“Treasury Rate” means, as
obtained by the Company, with respect to the notes, as of the applicable
redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15(519) that has become
publicly available at least two business days prior to such redemption date (or,
if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from such
redemption date to February 1, 2014; provided, however, that if the period
from such redemption date to February 1, 2014 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.







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“Unrestricted Subsidiary”
means any Subsidiary of the Company that is designated by the Board of Directors
as an Unrestricted Subsidiary pursuant to a board resolution, but only to the
extent that such Subsidiary:




(1)           has
no Indebtedness other than Non-Recourse Debt;




(2)           is
not a party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company;




(3)           
is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results; and




(4)           has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted
Subsidiaries.




Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall
be evidenced to the Trustee by filing with the Trustee a certified copy of the
board resolution giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the preceding conditions and was
permitted by the covenant described above under the caption “—Certain
Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of the
Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred
by a Restricted Subsidiary of the Company as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under the covenant
described under the caption “—Certain Covenants—Incurrence of Indebtedness,” the
Company shall be in default of such covenant. The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; providedthat such designation shall be deemed to be an incurrence of Indebtedness
by a Restricted Subsidiary of the Company of any outstanding Indebtedness of
such Unrestricted Subsidiary and such designation shall only be permitted if
(1) such Indebtedness is permitted under the covenant described under the
caption “—Certain Covenants—Incurrence of Indebtedness,” calculated on a pro formabasis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.




“Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such
Person.




“Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing:




(1)           the
sum of the products of (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, and (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; and




(2)           the
then outstanding principal amount of such Indebtedness.




“Wholly Owned Restricted
Subsidiary” of any Person means a Restricted Subsidiary of such Person
all of the outstanding Capital Stock or other ownership interests of which
(other than directors’ qualifying shares) shall at the time be owned by such
Person and/or by one or more Wholly Owned Restricted Subsidiaries of such
Person.







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DESCRIPTION OF OTHER INDEBTEDNESS





The
following summary of certain of our indebtedness (other than the notes) that we
expect to be outstanding following the offering does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the
provisions of corresponding agreements, including the definitions of defined
terms that are not otherwise defined in this prospectus.




Senior
Secured Credit Facilities




Our
existing Credit Agreement dated as of June 21, 2006, as amended by the
First Amendment to Credit Agreement dated as of March 7, 2007, the Second
Amendment to Credit Agreement dated as of August 27, 2007, the Third
Amendment to Credit Agreement dated as of April 24, 2009, and the Fourth
Amendment to Credit Agreement dated as of January 25, 2010 (the “Credit
Agreement”) provides for:




·
            a
      term loan C facility (the “Term Loan Facility”) with an outstanding
      principal amount of approximately $372.7 million and a maturity date of
      June 21, 2013, and includes a delayed draw term loan facility with an
      outstanding principal amount of approximately $10.6 million (the “Delayed
      Draw Term Loan Facility”);




·
            a
      $150.0 million revolving credit facility with a maturity date of
      June 21, 2012; and




·
            $100.0
      million in the aggregate of additional term loan and revolving credit
      facility capacity (less the amount of certain permitted debt issuances
      utilized to finance acquisitions).




Interest
Rate and Fees




Borrowings
under the Credit Agreement bear interest at a rate determined at our option at
the time of each borrowing based on LIBOR or the prime rate publicly announced
from time to time, in each case plus a specified interest rate margin. We
partially hedge our exposure to floating interest rates under the Credit
Agreement. See “—Interest Rate Swaps.”




Prepayments




The
Credit Agreement requires us to prepay outstanding term loans and revolving
loans, subject to certain exceptions:




·
            75%
      of our excess cash flow if our consolidated leverage ratio is greater than
      a certain threshold as of the last day of any fiscal
  year;




·
            100%
      of the net cash proceeds of all non-ordinary course dispositions of
      property by the Company or certain
subsidiaries;




·
            100%
      of certain insurance proceeds resulting from any casualty or any other
      loss, damage or destruction of any real or personal property and certain
      proceeds resulting from condemnation
events;




·
            50%
      of the net cash proceeds of equity issuances;
  and




·
            100%
      of the net cash proceeds of any incurrence of debt (including any
      additional notes issued under the Indenture following the initial date of
      issuance) other than debt permitted under the Credit
      Agreement.




We may
voluntarily repay outstanding loans under the Credit Agreement at any time
without premium or penalty, other than customary “breakage” costs.







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Amortization




The Term
Loan Facility and the Delayed Draw Term Loan Facility amortize each year in an
amount equal to 1% per annum in combined quarterly installments of $958,265,
with the remaining principal balance due on June 21, 2013.




Guarantee
and Security




We expect
all obligations under the Credit Agreement will be unconditionally guaranteed
by, subject to certain exceptions, Cenveo, Inc. and each of our existing and
future direct and indirect domestic subsidiaries. Our obligations under the
Credit Agreement are secured by substantially all of our assets and the assets
of such guarantors.




Certain
Covenants




The
Credit Agreement contains a number of covenants that, among other things,
restrict, subject to certain exceptions, our ability, and the ability of our
subsidiaries, to:




·
            create
      liens on assets;




·
            incur
      additional indebtedness;




·
            make
      investments;




·
            engage
      in mergers or consolidations;




·
            dispose
      of property;




·
            make
      restricted payments;




·
            change
      the business conducted by us and our
  subsidiaries;




·
            engage
      in certain transactions with
affiliates;




·
            enter
      into agreements that restrict dividends from
  subsidiaries;




·
            make
      capital expenditures;




·
            amend
      organizational documents;




·
            change
      accounting methods;




·
            prepay
      indebtedness; and




·
            designate
      indebtedness as senior debt.




In
addition, the Credit Agreement requires us to operate within a maximum
consolidated leverage ratio, a maximum consolidated first lien leverage ratio
and a minimum consolidated interest coverage ratio. The Credit Agreement also
contains certain customary affirmative covenants.




Events
of Default




The
Credit Agreement contains events of default, including, without limitation
(subject to customary cure periods and materiality thresholds):







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·
            non-payment;




·
            failure
      to observe certain terms, covenants or
  agreements;




·
            material
      inaccuracies of representations and
warranties;




·
            certain
      cross-defaults and cross-accelerations to other
  debts;




·
            events
      of insolvency, bankruptcy or similar
events;




·
            material
      judgments against us;




·
            certain
      occurrences with respect to employee benefit
  plans;




·
            invalidity
      of loan documents;




·
            the
      occurrence of a change in control;




·
            failure
      to maintain a valid and perfected first priority lien on the collateral;
      and




·
            failure
      to comply with the subordination provisions in the indentures governing
      our senior subordinated notes.




101⁄2% Senior Notes due
2016
 
 The
Company issued its 101⁄2% Notes pursuant to an indenture (the “101⁄2% Indenture”)
upon conversion of the Company’s senior unsecured loan. The interest on the 101⁄2%
Notes is payable semi-annually on each February 15th and August 15th.
The Company may redeem the 101⁄2% Notes, in whole or in part, on or after
August 15, 2012, at redemption prices ranging from 100% to 105.25%, plus
accrued and unpaid interest. In addition, at any time prior to August 15,
2011, the Company may redeem up to 35% of the aggregate principal amount of the
notes originally issued at a redemption price of 1101⁄2% of the principal
amount thereof, plus accrued and unpaid interest with the net cash proceeds of
certain public equity offerings. Each holder of the 101⁄2% Notes has the right to
require the Company to repurchase such holder’s notes at a purchase price of
101% of the principal amount thereof, plus accrued and unpaid interest thereon,
upon the occurrence of certain events specified in the indenture that constitute
a change in control of the Company. As of January 2, 2010, there was $170.0
million aggregate principal amount of the 101⁄2% Notes outstanding.
 
 Guarantee
and Security
 
 We expect
all obligations under the 101⁄2% Notes will be unconditionally guaranteed by
Cenveo, Inc. and by substantially all of our current and certain of our future
North American subsidiaries. The 101⁄2% Notes are unsecured and are pari passuto all our
existing and future senior indebtedness.




Certain
Covenants




The 101⁄2%
Indenture contains a number of covenants that, among other things, restrict,
subject to certain exceptions, our ability and the ability of our subsidiaries,
to:




·
            incur
      or guarantee additional
indebtedness;




·
            make
      restricted payments (including paying dividends on, redeeming or
      repurchasing our capital stock);




·
            permit
      restricted subsidiaries to pay dividends or make other distributions or
      payments;







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·
            dispose
      of our assets;




·
            make
      investments;




·
            grant
      liens on our assets;




·
            merge
      or consolidate or transfer certain of our assets;
  and




·
            enter
      into transactions with our
affiliates.




The
101⁄2% Indenture also contains certain customary affirmative
covenants.




Events
of Default




The
101⁄2% Indenture contains events of default, including, without limitation
(subject to customary cure periods and materiality thresholds):




·
            non-payment;




·
            failure
      to observe certain terms, covenants or
  agreements;




·
            certain
      cross-defaults and cross-accelerations to other
  debts;




·
            failure
      to pay material judgments; and




·
            events
      of insolvency, bankruptcy or similar
events.





77⁄8% Senior Subordinated Notes due
2013


The
Company issued $320 million of its 77⁄8% Notes pursuant to an indenture (the “77⁄8%
Indenture”). The interest on the 77⁄8% Notes is payable semi-annually on each
June 1st and December 1st. The Company may redeem the 77⁄8% Notes, in
whole or in part, at redemption prices ranging from 100% to 103.938%, plus
accrued and unpaid interest. As of January 2, 2010, there was $296.3 million
aggregate principal amount of the 77⁄8% Notes outstanding.
 
 Guarantee
and Security
 
 We expect
all obligations under the 77⁄8 % Notes will be unconditionally guaranteed by
Cenveo, Inc. and by substantially all of our current and certain of our future
North American subsidiaries. The 77⁄8% Notes are unsecured and are subordinated to
all our existing and future senior indebtedness.
 
 Certain
Covenants
 
 The 77⁄8%
Indenture contains a number of covenants that, among other things, restrict,
subject to certain exceptions, our ability and the ability of our subsidiaries,
to:


·
            consummate
      an asset sale;




·
            make
      restricted payments;




·
            make
      investments;




·
            incur
      additional indebtedness;




·
            designate
      indebtedness as subordinate or junior to any senior debt and senior to the
      77⁄8% Notes;







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·
            create
      liens on assets;




·
            enter
      into agreements that restrict dividends from
  subsidiaries;




·
            engage
      in certain transactions with
affiliates;




·
            guarantee
      other indebtedness;




·
            engage
      in certain businesses other than permitted
  businesses;




·
            pay
      for consents; and




·
            engage
      in mergers or consolidations.




The 77⁄8%
Indenture also contains certain customary affirmative covenants.




Events
of Default




The 77⁄8%
Indenture contains events of default, including, without limitation (subject to
customary cure periods and materiality thresholds):




·
            non-payment;




·
            failure
      to observe certain terms, covenants or
  agreements;




·
            certain
      cross-defaults and cross-accelerations to other
  debts;




·
            failure
      to pay material judgments; and




·
            events
      of insolvency, bankruptcy or similar
events.




83⁄8% Senior Subordinated Notes due
2014
 
 The
Company (as successor to Cadmus) issued $125.0 million of its 83⁄8% Notes pursuant
to an indenture (the “83⁄8% Indenture”). Interest on the 83⁄8% Notes is payable
semi-annually on each June 15th and December 15th. The 83⁄8% Indenture
provides that the Company may redeem these notes, in whole or in part, at
redemption prices ranging from 100% to 104.188%, plus accrued and unpaid
interest. As of January 2, 2010, there was $32.2 million aggregate principal
amount of the 83⁄8% Notes outstanding.
 
 Guarantee
and Security
 
 We expect
all obligations under the 83⁄8% Indenture will be unconditionally guaranteed by
Cenveo, Inc. and by substantially all of our current and certain of our future
North American subsidiaries. The 83⁄8% Notes are unsecured and are subordinated to
all our existing and future senior indebtedness.
 
 Certain
Covenants
 
 The 83⁄8%
Indenture contains a number of covenants that, among other things, restrict,
subject to certain exceptions, our ability and the ability of our subsidiaries,
to:




·
            consummate
      an asset sale;




·
            make
      restricted payments;







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·
            make
      investments;




·
            incur
      additional indebtedness;




·
            incur
      any indebtedness that is subordinate or junior to any senior debt and
      senior to the 83⁄8% Notes;




·
            create
      liens on assets;




·
            enter
      into agreements that restrict dividends, loans or advances, and asset
      transfers from subsidiaries;




·
            engage
      in certain transactions with
affiliates;




·
            guarantee
      other indebtedness;




·
            engage
      in certain businesses other than permitted
  businesses;




·
            pay
      for consents; and




·
            engage
      in mergers or consolidations.




The 83⁄8%
Indenture also contains certain customary affirmative covenants.




Events
of Default




The 83⁄8%
Indenture contains events of default, including, without limitation (subject to
customary cure periods and materiality thresholds):




·
            non-payment;




·
            failure
      to observe certain terms, covenants or
  agreements;




·
            certain
      cross-defaults and cross-accelerations to other
  debts;




·
            failure
      to pay material judgments; and




·
            events
      of insolvency, bankruptcy or similar
events.




Other
Debt




Other
debt of approximately $29.1 million at January 2, 2010, consists primarily of
equipment loans.




Interest
Rate Swaps






The Company enters into interest rate
swap agreements to hedge interest rate exposure of notional amounts of its
floating rate debt. As of January 2, 2010 the Company had $500.0 million of such
interest rate swaps.








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CERTAIN
UNITED STATES FEDERAL TAX CONSEQUENCES
  The
following describes certain United States federal income and, in the case of
Non-U.S. Holders (as defined below), estate tax consequences of the exchange of
the outstanding notes for exchange notes and the ownership and disposition of
the exchange notes by holders of outstanding notes pursuant to this exchange
offer that hold the exchange notes as capital assets within the meaning of
Section 1221 of the Internal Revenue Code of 1986, as amended to the date
hereof (the “Code”). This description is based on the Code, administrative
pronouncements, judicial decisions and existing and proposed Treasury
Regulations, and interpretations of the foregoing, all as of the date hereof,
changes to any of which subsequent to the date of this prospectus (including
possible retroactive changes) may affect the tax consequences described herein.
The description does not discuss all of the tax consequences that may be
relevant to holders in light of their particular circumstances or to holders
subject to special rules, such as certain financial institutions, insurance
companies, dealers in securities or foreign currencies, partnerships or other
pass-through entities (or investors in such entities), United States Holders (as
defined below) whose functional currency (as defined in Code Section 985)
is not the U.S. dollar, persons holding notes in connection with hedging
transactions, “straddles,” conversion transactions or other integrated
transactions, traders in securities that elect to mark to market, holders liable
for alternative minimum tax or persons who have ceased to be United States
citizens or to be taxed as resident aliens.
  We have
not and will not seek any rulings from the Internal Revenue Service regarding
the matters discussed below. There can be no assurance that the Internal Revenue
Service will not take positions concerning the tax consequences of the ownership
and disposition of the notes that are different from those discussed
below.
  As used
in this section, a “United States Holder” means a beneficial owner of notes that
is a United States person for United States federal income tax purposes, other
than a partnership. “United States person” means:
  ·
              any
      individual who is a citizen or resident of the United
    States,
  ·
              any
      corporation created or organized in or under the laws of the United
      States, any State thereof or the District of
  Columbia,
  ·
              any
      estate the income of which is subject to United States federal income
      taxation regardless of its source,
or
  ·
              any
      trust if a court within the United States is able to exercise primary
      supervision over the administration of the trust and one or more United
      States persons have the authority to control all substantial decisions of
      the trust.
  Notwithstanding
the preceding sentence, certain trusts in existence on August 20, 1996 and
treated as United States persons prior to such date may elect to continue to be
treated as United States persons. As used in this section, the term “Non-U.S.
Holder” means a beneficial owner of notes that is, for United States federal
income tax purposes, not a United States Holder and not a
partnership.
  If a
partnership or other entity treated for United States federal income tax
purposes as a partnership holds the outstanding notes or exchange notes, the tax
treatment of a partner thereof generally will depend on the United States
federal income status of the partner and the activities of the
partnership.  Each partner of a partnership holding outstanding notes
or exchange notes should consult its independent tax advisor as to the tax
consequences of the partnership owning and disposing of the outstanding notes
and exchange notes.
  PROSPECTIVE
PURCHASERS, INCLUDING PARTNERSHIPS AND THEIR PARTNERS, SHOULD CONSULT THEIR TAX
ADVISERS CONCERNING THE APPLICATION OF UNITED STATES FEDERAL INCOME, ESTATE AND
GIFT TAX LAWS, AS WELL AS THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING
JURISDICTIONS, TO THEIR PARTICULAR SITUATIONS.
  In
certain circumstances (see “Description of the Notes— Repurchase at the Option
of Holders—Change of Control”), we may be obligated to pay amounts in excess of
stated interest or principal on the outstanding notes and exchange notes. Our
obligation to pay such excess amounts may implicate the provisions of the
Treasury regulations relating to “contingent payment debt instruments.” Under
these regulations, however, one or more contingencies will not cause a debt
instrument to be treated as a contingent payment debt instrument if, as of the
issue date, each such contingency is considered to be remote or incidental. We
believe that the potential for payment of additional interest due to the notes
not being freely tradable or premium upon redemption of the notes due to a
change of
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  control
or certain asset sales is remote or incidental. Our determination that these
contingencies are remote or incidental is binding on a holder unless such holder
discloses its contrary position in the manner required by applicable Treasury
Regulations. However, the Internal Revenue Service may take a different
position, which could require a United States Holder to accrue income on its
notes in excess of stated interest, and to treat as ordinary income rather than
capital gain any income realized on the taxable disposition of a note. In the
event such a contingency occurs, it would affect the amount and timing of the
income recognized by a holder. The remainder of this disclosure assumes that the
notes will not be considered contingent payment debt instruments. Holders are
urged to consult their own tax advisors regarding the potential application of
the contingent payment debt regulations to the notes and the consequences
thereof.
  Exchange
Offer
  The
exchange of an outstanding note for an exchange note will not constitute a
taxable exchange for U.S. federal income tax purposes.  Consequently,
a holder will not recognize any gain or loss upon the receipt of an exchange
note.  A holder’s holding period for an exchange note will include the
holding period for the outstanding note and a holder’s initial basis in an
exchange note will be the same as the holder’s adjusted basis in the outstanding
note at the time of the exchange.
  Tax
Consequences to United States Holders
  Payments
of Stated Interest
  Stated
interest payable on the exchange notes will generally be taxable to a United
States Holder as ordinary interest income at the time it accrues or is received
in accordance with the United States Holder’s method of accounting for federal
income tax purposes.
  Amortizable
Bond Premium
  A United
States Holder who purchased an outstanding note for an amount in excess of its
principal amount will be considered to have purchased the outstanding note at a
premium.  A United States Holder may elect to amortize the premium
over the remaining term of such exchange note on a constant yield
method.  The amount amortized in any year will be treated as a
reduction of the United States Holder’s interest income from such exchange
note.  A United States Holder who elects to amortize the premium on an
outstanding note must reduce its tax basis in the outstanding note (which would
reduce the tax basis in an exchange note exchanged therefor) by the amount of
the premium amortized in any year.  An election to amortize bond
premium applies to all taxable debt obligations then owned and thereafter
acquired by the United States Holder and may be revoked only with the consent of
the IRS.  Bond premium on an outstanding note held by a United States
Holder who does not make such an election will decrease the capital gain or
increase the capital loss otherwise recognized on the disposition of the
exchange note.
  Sale,
Exchange, Retirement, Redemption or Other Disposition
  Subject
to the market discount rules described below, upon the sale, exchange,
retirement, redemption or other taxable disposition of an exchange note, a
United States Holder will recognize gain or loss equal to the difference between
the amount realized on the disposition of the exchange note (which excludes any
amounts attributable to unpaid stated interest accrued between interest payment
dates, which, to the extent not previously included in income, will be taxable
as ordinary income) and such holder’s adjusted tax basis in the exchange note. A
United States Holder’s adjusted tax basis in an exchange note will generally be
the United States Holder’s cost therefor increased by any market discount
previously included in income with respect to the note and decreased by any
previously amortized bond premium on the note. Such gain or loss generally will
be capital gain or loss and will be long-term capital gain or loss if at the
time of the disposition the notes have been held for more than one year. Under
current laws, the excess of the taxpayer’s net long-term capital gains over net
short-term capital losses is taxed at a lower rate than ordinary income for
certain non-corporate taxpayers. In addition, there are limits on the
deductibility of capital losses.
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   Market
Discount
  Under the
market discount rules of the Code, a United States Holder who purchased an
outstanding note at a market discount generally will be required to treat any
gain recognized on the sale, exchange, retirement or other taxable disposition
of the exchange note received in exchange therefor as ordinary income to the
extent of the accrued market discount (during the periods in which the holder
held the outstanding note and exchange note) that has not been previously
included in income.  Market discount is generally defined as the
amount by which a United States Holder’s purchase price for a note is less than
the note’s stated redemption price at maturity (generally, the note’s principal
amount) on the date of purchase, subject to a statutory de minimis
exception.  In general, market discount accrues on a ratable basis
over the remaining term of the note unless a United States Holder makes an
election to accrue market discount on a constant yield to maturity
basis.  A United States Holder of an outstanding note with market
discount may be required to defer part or all of its interest deductions with
respect to any debt incurred or continues to purchase or carry such note (unless
the United States Holder elects to include market discount in income on a
current basis, as described below).  A United States Holder of a note
may elect to report market discount as ordinary income as it accrues on either a
ratable or a constant yield basis.  If a United States Holder makes
this election, the rules regarding the treatment of gain upon the disposition of
the note and upon the receipt of certain cash payments as ordinary income and
regarding the deferral of interest deductions will not
apply.  Currently, if the foregoing election is made by a United
States Holder, the election will apply to all market discount obligations
acquired by such holder during or after the first taxable year to which the
election applies, and the election may not be revoked without the consent of the
IRS.
  Tax
Consequences to Non-U.S. Holders
  Subject
to the discussion below concerning backup withholding:
   (a)      payments
of interest on the exchange notes by the Company or its paying agent to any
Non-U.S. Holder will be exempt from the 30% United States federal withholding
tax, provided that (i) such holder does not own, actually or
constructively, 10% or more of the total combined voting power of all classes of
stock of the Company entitled to vote, (ii) such holder is not a controlled
foreign corporation related, directly or indirectly, to the Company through
stock ownership and is not a bank that received such notes on an extension of
credit made pursuant to a loan agreement entered into in the ordinary course of
its trade or business, and (iii) the requirement to certify such holder’s
non-U.S. status, as set forth in Section 871(h) or Section 881(c) of
the Code, has been fulfilled with respect to the beneficial owner, as discussed
below,
  (b)      a
Non-U.S. Holder will not be subject to United States federal income tax on gain
realized on the sale, exchange, retirement, redemption or other disposition of
exchange notes, unless (i) such holder is an individual who is present in
the United States for 183 days or more in the taxable year of the disposition,
and either the gain is attributable to an office or other fixed place of
business maintained by such individual in the United States or, generally, such
individual has a “tax home” in the United States (in which case, such holder
will be subject to a 30% United States federal income tax on the gain derived
from the sale, which may be offset by certain U.S. source capital losses) or
(ii) such gain is effectively connected with the holder’s conduct of a
trade or business in the United States (and, if an income tax treaty applies,
generally is attributable to a U.S. “permanent establishment” maintained by such
holder) (in which case, a holder will be taxed as described below),
and
  (c)      exchange
notes held by an individual who is not, for United States estate tax purposes, a
resident or citizen of the United States (as specifically defined for estate tax
purposes) at the time of his death will not be subject to United States federal
estate tax, provided that the individual does not own, actually or
constructively, 10% or more of the total combined voting power of all classes of
stock of the Company entitled to vote and, at the time of such individual’s
death, payments with respect to such notes would not have been effectively
connected with the conduct by such individual of a trade or business in the
United States.
  The
certification requirement referred to in subparagraph (a) will be satisfied
if the beneficial owner of exchange notes certifies on Internal Revenue Service
Form W-8BEN or successor form under penalties of perjury, that it is not a
United States person and provides its name and address, and (i) such
beneficial owner files such Form W-8BEN or successor form with the withholding
agent or, (ii) in the case of exchange notes held on behalf of the
beneficial owners by a securities clearing organization, bank or other financial
institution holding customers’
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  securities
in the ordinary course of its trade or business, such financial institution
files with the withholding agent a statement that it has received the Form
W-8BEN or successor form from the Non-U.S. Holder, furnishes the withholding
agent with a copy thereof and otherwise complies with the applicable Internal
Revenue Service requirements.
  Alternatively,
these certification requirements will not apply if the beneficial owner of the
exchange notes holds those securities directly through a “qualified
intermediary” (which is a non-U.S. office of a bank, securities dealer or
similar intermediary that has signed an agreement with the Internal Revenue
Service concerning withholding tax procedures), the qualified intermediary has
sufficient information in its files to indicate that the holder is a Non-U.S.
Holder and the qualifying intermediary complies with Internal Revenue Service
requirements. Special rules may apply with respect to notes held by a foreign
partnership. Prospective investors, including foreign partnerships and their
partners and holders who hold their exchange notes through a qualified
intermediary, should consult their tax advisers regarding possible reporting
requirements.
  If a
Non-U.S. Holder cannot satisfy the requirements in paragraph (a) described
above, the gross amount of payments of interest to such Non-U.S. Holder that is
not effectively connected with the holder’s conduct of a trade or business in
the United States will be subject to United States federal withholding tax at
the rate of 30%, unless a U.S. income tax treaty applies to reduce or eliminate
withholding. In order to claim the benefit provided by a tax treaty, a Non-U.S.
Holder must provide a properly executed Internal Revenue Service Form W-8BEN (or
suitable substitute form) claiming an exemption from or reduction in withholding
under the benefit of an applicable tax treaty.
  If a
Non-U.S. Holder is engaged in a trade or business in the United States, and if
interest on the exchange notes (or gain realized on their sale, exchange or
other disposition) is effectively connected with the conduct of such trade or
business, the Non-U.S. Holder, although exempt from the withholding tax
discussed in the preceding paragraphs, will be subject to regular United States
income tax on such effectively connected income, generally in the same manner as
if it were a United States Holder (unless an applicable income tax treaty
provides otherwise). See “Tax Consequences to United States Holders” above. In
lieu of the certificate described in the third preceding paragraph, such a
holder will be required to provide to the withholding agent a properly executed
applicable Internal Revenue Service Form W-8 (generally, IRS Form - W-8ECI) or
successor form, as appropriate, to claim an exemption from withholding tax. In
addition, if such Non-U.S. Holder is a foreign corporation, it may be subject to
a 30% branch profits tax (unless reduced or eliminated by an applicable treaty)
on its earnings and profits for the taxable year that are attributable to such
effectively connected income, subject to certain adjustments.
  Backup
Withholding and Information Reporting
  Information
reporting requirements apply to certain payments of interest made to, and to the
proceeds of sales or other dispositions (including retirements or redemptions),
received by noncorporate United States Holders. In addition, a backup
withholding tax will apply if the noncorporate United States Holder
(i) fails to furnish its Taxpayer Identification Number (“TIN”) which, for
an individual, is his Social Security Number, (ii) furnishes an incorrect
TIN, (iii) is notified by the Internal Revenue Service that it is subject
to backup withholding for failure to report interest and dividend payments, or
(iv) under certain circumstances fails to certify, under penalties of
perjury, that it has furnished a correct TIN and has not been notified by the
Internal Revenue Service that it is subject to backup withholding for failure to
report interest and dividend payments. Holders should consult their tax advisers
regarding their qualification for exemption from backup withholding and the
procedure for obtaining such an exemption if applicable. The rate for backup
withholding is currently 28%.
  Backup
withholding will not apply to payments made on notes if the certifications
required by Sections 871(h) and 881(c) of the Code as described above (under
“Tax Consequences to Non-U.S. Holders”) are received or if the exemption for
qualified intermediaries discussed above applies, provided that the Company or
its paying agent or the qualified intermediary, as the case may be, does not
have actual knowledge or reason to know that the payee is a United States
person. Under current Treasury Regulations, payments on the sale, exchange or
other disposition (including a retirement or redemption) of exchange notes made
to or through a foreign office of a broker generally will not be subject to
backup withholding. However, if such broker is:
  ·
              a
      United States person,
  ·
              a
      controlled foreign corporation for United States federal income tax
      purposes,
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  ·
              a
      foreign person 50% or more of whose gross income for certain periods is
      effectively connected with a United States trade or business,
      or
  ·
              a
      foreign partnership with certain connections to the United
      States
   then
information reporting will be required unless the broker has in its records
documentary evidence that the beneficial owner is not a United States person and
certain other conditions are met or the beneficial owner otherwise establishes
an exemption. Backup withholding may apply to any payment that such broker is
required to report if the broker has actual knowledge or reason to know that the
payee is a United States person. Payments to or through the United States office
of a broker will be subject to backup withholding and information reporting
unless the holder certifies, under penalties of perjury, that it is not a United
States person and the payor does not have actual knowledge or reason to know
that the holder is a United States person, or the holder otherwise establishes
an exemption. Holders of exchange notes should consult their tax advisers
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Any amounts withheld
from a payment to a holder under the backup withholding rules will be allowed as
a credit against such holder’s United States federal income tax liability and
may entitle such holder to a refund, provided that the holder files a United
States income tax return and the required information is timely furnished to the
Internal Revenue Service.
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   PLAN
OF DISTRIBUTION
  Each
broker-dealer that receives exchange notes for its own account pursuant to the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those notes.  This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for outstanding notes that
had been acquired as a result of market-making or other trading
activities.  We have agreed that, for a period of 180 days after the
expiration date of the exchange offer, we will make this prospectus, as it may
be amended or supplemented, available to any broker-dealer for use in connection
with any such resale.  In addition,
until           , 2010,
all dealers effecting transactions in the exchange notes may be required to
deliver a prospectus.
  We will
not receive any proceeds from any sale of exchange notes by
broker-dealers.  Exchange notes received by broker-dealers for their
own account pursuant to the exchange offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on those notes or a combination of those methods,
at market prices prevailing at the time of resale, at prices related to
prevailing market prices or at negotiated prices.  Any resales may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of the exchange notes.  Any
broker-dealer that resells exchange notes received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of the exchange notes may be deemed to be an “underwriter” within
the meaning of the Securities Act and any profit on any resale of exchange notes
and any commissions or concessions received by these persons may be deemed to be
underwriting compensation under the Securities Act.  The letter of
transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.
  For a
period of 180 days after the expiration date of the exchange offer, we will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal.  We have agreed to pay all expenses
incidental to the exchange offer, including certain fees and expenses of one
counsel for the holders of senior notes, other than commissions and concessions
of any broker or dealer.  We also have agreed that we will indemnify
holders of the senior notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act.
   The
exchange notes are a new issuance of securities for which there currently is no
established trading market.  We do not intend to apply for listing of
any of the exchange notes on any securities exchange or for quotation through
any annotated quotation system, and a trading market for the exchange notes may
not develop.
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   LEGAL
MATTERS
  Certain
legal matters with respect to the exchange notes and the exchange guarantees
offered hereby will be passed upon for us by Timothy M. Davis, our General
Counsel, or Hughes Hubbard & Reed LLP, New York, New York.
   EXPERTS
 The
consolidated financial statements, financial statement schedule and management’s
assessment of the effectiveness of internal control over financial reporting
incorporated by reference in this prospectus and elsewhere in the registration
statement have been so incorporated by reference in reliance upon the reports of
Grant Thornton LLP, independent registered public accountants, upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
 
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Until          , 2010, all dealers
effecting transactions in the exchange notes, whether or not participating in
this exchange offer, may be required to deliver a prospectus.





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PART
II.




INFORMATION
NOT REQUIRED IN PROSPECTUS.




Item
      20.
            Indemnification
      of Directors and Officers.




Cenveo,
Inc.




Section 7-109-101 et seq. of the
Colorado Business Corporations Act empowers a Colorado corporation to indemnify
its directors, officers, employees and agents under certain circumstances, as
well as providing for elimination of personal liability of directors and
officers of a Colorado corporation for monetary damages.




A corporation must indemnify a person
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because the person is or was a
director, officer, employee, fiduciary or agent, against reasonable expenses
incurred by him or her in connection with the proceeding.




A corporation may indemnify a person
made a party to a proceeding because the person is or was a director, officer,
employee, fiduciary or agent if the person conducted himself or herself in good
faith and the person reasonably believed that his or her conduct was in or not
opposed to the best interests of the corporation (or in the case of a criminal
proceeding, had a reasonable belief that his or her conduct was not unlawful),
except that no indemnification is allowed in connection with a proceeding by or
in the right of the corporation in which the person seeking indemnification was
adjudged to be liable to the corporation or in connection with any other
proceeding in which the person was adjudged liable on the basis that he or she
derived an improper personal benefit.




A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer, employee,
fiduciary or agent of the corporation, or who, while a director, officer,
employee, fiduciary or agent of another domestic or foreign corporation or other
person or an employee benefit plan, against liability asserted against or
incurred by the person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the corporation
would have power to indemnify the person against the same liability under
Section 7-109-101 et seq.




Article V of the Articles of
Incorporation of the Company reads as follows:




“The
Corporation shall indemnify, to the fullest extent permitted by applicable law
in effect from time to time, any person, and the estate and personal
representative of any such person, against all liability and expense (including
attorneys’ fees) incurred by reason of the fact that he or she is or was a
director or officer of the Corporation or, while serving as a director or
officer of the Corporation, he or she is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign Corporation or other individual or entity or of an employee
benefit plan. The Corporation shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee, fiduciary, or agent,
and that person’s estate and personal representative, to the extent and in the
manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally
permissible.”




Article VI of the Articles of
Incorporation of the Company reads as follows:




“There
shall be no personal liability of a director to the Corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a director,
except that said personal liability shall not be eliminated to the Corporation
or to the shareholders for monetary damages arising due to any breach of the
director’s duty of loyalty to the Corporation or to the shareholders, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, acts specified in section 7-108-403, C.R.S., or any
transaction from which a director derived an improper personal benefit.
Notwithstanding any other provisions herein, personal liability of a director
shall be eliminated to the greatest extent possible as is now, or in the future,
provided for by law.  Any repeal or modification of the foregoing
sentence shall not adversely affect any right or protection of a director of the
Corporation existing hereunder with respect to any act or omission occurring
prior to such repeal or modification.”





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Article VIII of the Bylaws of the
Company reads as follows:




“The
corporation shall be authorized to indemnify any person entitled to indemnity
under the Colorado Business Corporation Act, as the same exists or may hereafter
be amended (the “Act”), to the fullest extent permitted by the Act; provided,
however, that the corporation shall not be permitted to indemnify any person in
connection with any proceeding initiated by such person, unless such proceeding
is authorized by a majority of the directors of the corporation.”




The
Company may purchase and maintain insurance on behalf of any person who is or
was a director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under the provisions of the
Company’s Articles of Incorporation.




Cenveo
Government Printing, Inc. and Colorhouse China, Inc.




The
certificate of incorporation or bylaws of each of the Colorado corporations
authorizes the corporation to indemnify its officers and directors.




The
Colorado Limited Liability Companies




Section
7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company
to indemnify a member or manager or former member or manager of the limited
liability company as provided in section 7-80-407. Under Section 7-80-407, a
limited liability company shall reimburse a member or manager for payments made,
and indemnify a member or manager for liabilities incurred by the member or
manager, in the ordinary course of the business of the limited liability company
or for the preservation of its business or property if such payments were made
or liabilities incurred without violation of the member’s or manager’s duties to
the limited liability company.  A limited liability company is not
permitted under the Colorado Limited Liability Company Act to indemnify a
director in connection with: (a) a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or (b)
any other proceeding, in which the director was adjudged liable on the basis
that the director derived an improper personal benefit, whether or not involving
action in an official capacity.




Cenveo
Services, LLC, Cenveo Commercial Ohio, LLC and Cenveo Resale Ohio,
LLC




The
certificate of formation, limited liability company agreement or operating
agreement of the Colorado limited liability companies permits or requires
indemnification of managers, members, directors and officers.




The
Delaware Corporations




Section
145 of the Delaware General Corporation Law (the “DGCL”) provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the
corporation.  The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.




Cenveo
Corporation




Section
145 of the Delaware General Corporation Law (the “DGCL”) provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the
corporation.  The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking





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indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.






Article V of the Certificate of
Incorporation of Cenveo Corporation reads as follows:




“The
corporation shall indemnify its directors and officers, and may indemnify its
employees and agents, to the fullest extent permitted by the General Corporation
Law of the State of Delaware if any such person is made a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of the corporation or any predecessor of the corporation or served any
other enterprise as a director, officer or employee at the request of the
corporation or any predecessor of the corporation.”




Article VIII of the Bylaws of Cenveo
Corporation read as follows:




“The corporation shall be authorized to
indemnify any person entitled to indemnity under the General Corporation Law of
the State of Delaware as the same exists or may hereafter be amended (“DGCL” )
to the fullest extent permitted by the DGCL; provided, however, that the
corporation shall not be permitted to indemnify any person in connection with
any proceeding initiated by such person, unless such proceeding is authorized by
a majority of the directors of the corporation.”




CRX
Holding, Inc., Rx Technology Corp., RX JV Holding, Inc., PC Ink Corp., Cadmus
Delaware, Inc., Cenveo CEM, Inc., CNMW Investments, Inc., and Nashua
International, Inc.




The
certificate of incorporation or bylaws of each of the Delaware corporations
above permit or require indemnification of directors and officers.




The
Delaware Limited Liability Companies




Delaware Limited Liability Company
Act.  Section 18-303(a) of the Delaware Limited Liability
Company Act (“DLLCA”) provides that, except as otherwise provided by the DLLCA,
the debts, obligations and liabilities of a limited liability company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the limited liability company, and no member or manager of a
limited liability company shall be obligated personally for any such debt,
obligation or liability of the limited liability company solely by reason of
being a member or acting as a manager of the limited liability
company.  Section 18-108 of the DLLCA states that subject to such
standards and restrictions, if any, as set forth in its limited liability
company agreement, a limited liability company may, and shall have the power to,
indemnify and hold harmless any member or manager or other person from and
against any and all claims and demands whatsoever.




Cenveo
Omemee LLC, Cadmus Investments, LLC, CDMS Management, LLC, Cenveo CEM, LLC,
Lightning Labels, LLC




The
certificate of formation, limited liability company or operating agreement of
each of the Delaware limited liability companies permits or requires
indemnification of directors and officers.




136
Eastport Road, LLC and CRX JV, LLC




The
certificate of formation and limited liability agreement are silent on
indemnification




The
Florida Corporations




Florida Business Corporation
Act.  Section 607.0850 of the Florida Business Corporation Act
(“FLBCA”) permits, in general, a Florida corporation to indemnify any person who
was or is a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, or served another entity in any capacity at the
request of the corporation, against liability incurred in connection with such
proceeding, including any appeal thereof, if such person acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interest of the corporation and, in criminal actions or proceedings,
additionally had no reasonable cause to believe that his or her conduct was
unlawful.  In actions brought by or in the right of the corporation, a
corporation may indemnify such person against expenses and





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amounts
paid in settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred by such person in connection with the defense or settlement
of such proceeding, including any appeal thereof, if such person acted in good
faith and in a manner that person reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which that person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person in fairly and reasonably entitled to
indemnification for such expenses which the court shall deem
proper.  Section 607.0850(6) of the FLBCA permits the corporation to
pay such costs or expenses in advance of a final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if he or she is ultimately found not to be entitled
to indemnification under the FLBCA.  Section 607.0850 of the FLBCA
provides that the indemnification and advancement of expense provisions
contained in the FLBCA shall not be deemed exclusive of any rights to which a
director or officer seeking indemnification or advancement of expenses may be
entitled.






Vaughn
Printers Incorporated




The
articles of incorporation and bylaws are silent on indemnification.




Rex
Corporation




The
articles of incorporation or bylaws permit indemnification.




The
Georgia Corporations




Georgia Business Corporation
Code.  Subsection (a) of Section 14-2-851 of the Georgia
Business Corporation Code (“GABCC”) provides that a corporation may indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if: (1) such individual conducted
himself or herself in good faith; and (2) such individual reasonably believed:
(A) in the case of conduct in his or her official capacity, that such conduct
was in the best interests of the corporation; (B) in all other cases, that such
conduct was at least not opposed to the best interests of the corporation; and
(C) in the case of any criminal proceeding, that the individual had no
reasonable cause to believe such conduct was unlawful.  Subsection (d)
of Section 14-2-851 of the GABCC provides that a corporation may not indemnify a
director: (1) in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct; or (2) or in connection with any proceeding with respect to conduct
for which he or she was adjudged liable on the basis that personal benefit was
improperly received by him or her, whether or not involving action in his or her
official capacity.  Notwithstanding the foregoing, pursuant to Section
14-2-854, a court shall order a corporation to indemnify or give an advance for
expenses to a director if such court determines the director is entitled to
indemnification under Section 14-2-854 or if it determines that in view of all
relevant circumstances, it is fair and reasonable, even if the director has not
met the standard of conduct set forth in subsections (a) and (b) of Section
14-2-851 of the GABCC or was adjudged liable in a proceeding referred to in
subsection (d) of Section 14-2-851 of the GABCC, but if the director was
adjudged so liable, the indemnification shall be limited to reasonable expenses
incurred by the director in connection with the proceeding.




Section
14-2-852 of the GABCC provides that a corporation shall indemnify a director who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party because he or she was a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.  Subsection (c) of Section 14-2-857 of
the GABCC provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and may apply to a
court under Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.  In
addition, subsection (d) of Section 14-2-857 provides that a corporation may
also indemnify and advance expenses to an employee or agent who is not a
director to the extent, consistent with public policy, that may be provided by
its articles of incorporation, bylaws, action of its board of directors or
contract.





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Printegra
Corporation, Cadmus Interactive, Inc., and Old TSI, Inc.




The
articles of incorporation or bylaws of the Georgia corporations permit
indemnification of directors and officers.




American
Graphics, Inc.




The
articles of incorporation or bylaws are silent on indemnification.




The
Indiana Limited Liability Company




Section
23-18-2-2 of the Indiana Business Flexibility Act (“Indiana LLC Law”) provides
that, unless the limited liability company’s articles of organization provide
otherwise, every limited liability company has power to indemnify and hold
harmless any member, manager, agent, or employee from and against any and all
claims and demands, except in the case of action or failure to act by the
member, agent, or employee which constitutes willful misconduct or recklessness
and subject to any standards and restrictions set forth in a written operating
agreement.  Section 23-18-4-4 of Indiana LLC Law provides that a
written operating agreement may provide for indemnification of a member or
manager for monetary damages for judgments, settlements, penalties, fines, or
expenses incurred in a proceeding to which a person is a party because the
person is or was a member or manager.




Discount
Labels, LLC




The
limited liability company agreement or certificate of formation requires
indemnification.




The
Maryland Corporations




Maryland General Corporation
Law.  Under Section 2-418 of the Maryland General Corporation
Law (“MDGCL”), a Maryland corporation may indemnify any director who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is a present or former director of
the corporation and any person who, while a director of the corporation, is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership, joint venture,
trust, other enterprise, or employee benefit plan.  Such
indemnification may be against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by him in connection with the proceeding
unless it is proven that (a) the act or omission of the director was material to
the matter giving rise to the proceeding and (i) was committed in bad faith, or
(ii) was the result of active and deliberate dishonesty; or (b) the director
actually received an improper personal benefit in money, property, or services;
or (c) in the case of any criminal proceeding, the director had reasonable cause
to believe his act or omission was unlawful.  However, the corporation
may not indemnify any director in connection with a proceeding by or in the
right of the corporation if the director has been adjudged to be liable to the
corporation.  A director who has been successful in the defense of any
proceeding described above shall be indemnified against reasonable expenses
incurred in connection with the proceeding.  The corporation may not
indemnify a director in respect of any proceeding charging improper personal
benefits to the director in which the director was adjudged to be liable on the
basis that personal benefit was improperly received.  The corporation
may not indemnify a director or advance expenses for a proceeding brought by the
director against the corporation except if the proceeding is brought to enforce
indemnification by the corporation or if the corporation’s charter or by-laws, a
board resolution or contract provides otherwise.  Notwithstanding the
above provisions, a court of appropriate jurisdiction, upon application of the
director, may order indemnification if it determines that in view of all the
relevant circumstances, the director is fairly and reasonably entitled to
indemnification; however, indemnification with respect to any proceeding by or
in the right of the corporation or in which liability was adjudged on the basis
that personal benefit was improperly received shall be limited to
expenses.  A corporation may advance reasonable expenses to a director
under certain circumstances, including a written undertaking by or on behalf of
such director to repay the amount if it shall ultimately be determined that the
standard of conduct necessary for indemnification by the corporation has not
been met.




A
corporation may indemnify and advance expenses to an officer of the corporation
to the same extent that it may indemnify directors under Section 2-418 of the
MDGCL.





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The
indemnification and advancement of expenses provided by statute is not exclusive
of any other rights, by indemnification or otherwise, to which a director or
officer may be entitled under the charter, by-laws, a resolution of shareholders
or directors, an agreement or otherwise.




A
corporation may purchase and maintain insurance on behalf of any person who is
or was a director or officer, whether or not the corporation would have the
power to indemnify a director or officer against liability under the provision
of Section 2-418 of the MDGCL.  Further, a corporation may provide
similar protection, including a trust fund, letter of credit or surety bond, not
inconsistent with the statute.




Garamond/Pridemark
Press, Inc. and Port City Press, Inc.




The
certificate of incorporation or bylaws of the Maryland corporations permit or
require indemnification of directors and officers.




The
Massachusetts Corporation




Massachusetts
law permits a corporation to provide indemnification of directors, officers,
employees and other agents against expenses in a derivative or third party
action, except that no indemnification shall be provided for any person with
respect to any matter as to which he shall have been adjudicated not to have
acted (1) in good faith in the reasonable belief that his action was in the best
interests of the corporation or (2) to the extent that such matter relates to
service with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such benefit plan.  Indemnification
provided by a Massachusetts corporation is permitted to the extent authorized by
(1) the corporation’s articles of organization, (2) a bylaw adopted by the
shareholders or (3) a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors.  Under
Massachusetts law, expenses incurred by an officer or director in defending an
action may be paid in advance if such director or officer undertakes to repay
such amounts should it be determined ultimately that he is not entitled to
indemnification.  Additionally, Massachusetts law permits a
corporation to purchase indemnity insurance for the benefit of its officers,
directors, employees and agents whether or not the corporation would have the
power to indemnify against the liability covered by the policy.




Under
Massachusetts law, a corporation’s articles of organization may limit the
personal liability of a director to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, notwithstanding any
provision of law imposing such liability.  However, under
Massachusetts law, a charter provision limited director liability cannot limit
or eliminate the liability of a director (1) for breach of the director’s duty
of loyalty to the corporation or its shareholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (3) for the unlawful payment of dividends, unlawful repurchases or
redemptions of stock, improper loans to insiders, or (4) for any transactions
from which the director derived an improper personal benefit.




Nashua
Corporation




Nashua
Corporation’s articles of organization and bylaws contain provisions that
provide indemnification to the fullest extent permitted by Massachusetts
law.




The New
York Corporations




New York Business Corporation
Law.  Section 722(a) of the New York Business Corporation Law
(“NYBCL”) provides that a corporation may indemnify any officer or director,
made or threatened to be made, a party to an action or proceeding, other than
one by or in the right of the corporation, including an action by or on the
right of any other corporation or other enterprise, which any director or
officer of the corporation served in any capacity at the request of the
corporation, because he was a director or officer of the corporation, or served
such other corporation or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys’
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or in the case of service for any
other corporation or other enterprise, not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, had no reasonable cause to
believe that his conduct was unlawful.





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Section
722(c) of the NYBCL provides that a corporation may indemnify any officer or
director made, or threatened to be made, a party to an action by or in the right
of the corporation by reason of the fact that he is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind, or other
enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys’ fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service for
another corporation or other enterprise, not opposed to, the best interests of
the corporation.  The corporation may not, however, indemnify any
officer or director pursuant to Section 722(c) in respect of (1) a threatened
action, or a pending action which is settled or otherwise disposed of, or (2)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation, unless and only to the extent that the court in
which the action was brought or, if no action was brought, any court of
competent jurisdiction, determines upon application, that the person is fairly
and reasonably entitled to indemnity for such portion of the settlement and
expenses as the court deems proper.




Section
723 of the NYBCL provides that an officer or director who has been successful,
on the merits or otherwise, in the defense of a civil or criminal action of the
character set forth in Section 722 is entitled to indemnification as permitted
in such section.  Section 724 of the NYBCL permits a court to award
the indemnification required by Section 722.




Science
Craftsman Incorporated and Commercial Envelope Manufacturing Co.,
Inc.




The
certificate of incorporation or bylaws of the New York corporations are silent
on indemnification.




The New
York Limited Liability Companies




Section
420 of the New York Limited Liability Company Law provides that a limited
liability company may, and shall have the power to, indemnify and hold harmless,
and advance expenses to, any member, manager or other person, or any testator or
intestate of such member, manager or other person, from and against any and all
claims and demands whatsoever; provided, however, that no indemnification may be
made to or on behalf of any member, manager or other person if a judgment or
other final adjudication adverse to such member, manager or other person
establishes: (a) that his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated or (b) that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled.




Berlin
& Jones Co., LLC and Heinrich Envelope, LLC




The
certificate of incorporation or bylaws of the New York limited liability
companies are silent on indemnification.




The North
Carolina Corporation




North Carolina Business Corporation
Act.  Section 55-8-51 of the North Carolina Business
Corporation Act (“NCBCA”) provides that a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if: (1) he conducted himself in good faith;
and (2) he reasonably believed (i) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests; and
(ii) in all other cases, that his conduct was at least not opposed to its best
interests; and (3) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.  A corporation may not
indemnify a director (i) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation; or
(ii) in connection with any proceeding charging improper benefit to him, whether
or not involving action in his official capacity, in which he was adjudged
liable on the basis that personal benefit was improperly received by
him.




Section
55-8-57 of the NCBCA permits a corporation, in its articles of incorporation or
bylaws or by contract or resolution, to indemnify, or agree to indemnify, its
directors, officers, employees or agents against liability and expenses
(including attorneys’ fees) in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly





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in
conflict with the best interests of the corporation.  Sections 55-8-52
and 55-8-56 of the NCBCA require a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or officer who has been
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which such director or officer was made a party because he was or is a
director or officer of the corporation against reasonable expenses actually
incurred by the director or officer in connection with the
proceeding.  Section 55-8-57 of the NCBCA authorizes a corporation to
purchase and maintain insurance on behalf of an individual who was or is a
director, officer, employee or agent of the corporation against certain
liabilities incurred by such a person, whether or not the corporation is
otherwise authorized by the NCBCA to indemnify that person.






Cadmus
Direct Marketing, Inc.




The
bylaws require for indemnification of officers and directors.




Washburn
Graphics, Inc.




The
bylaws permit for indemnification of officers.




The
Virginia Corporations




Cadmus
International Holdings, Inc., Cadmus Journal Services, Inc., Cadmus Marketing
Group, Inc., Cadmus Marketing, Inc., Cadmus Printing Group, Inc., Cadmus
Technology Solutions, Inc., Cadmus UK, Inc., Cadmus/O’Keefe Marketing, Inc.,
Expert Graphics, Inc., and VSUB Holding Company




Virginia Stock Corporation
Act.  The Virginia Stock Corporation Act (“VASCA”) empowers a
corporation to indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if: (1) he
conducted himself in good faith; and (2) he reasonably believed (i) in the case
of conduct in his official capacity with the corporation, that his conduct was
in its best interests; and (ii) in all other cases, that his conduct was at
least not opposed to its best interests; and (3) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.  A corporation may not indemnify a director (1) in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the relevant standard in the preceding
sentence; or (2) in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.  Unless limited by its
articles of incorporation, a corporation must indemnify a director who entirely
prevails in the defense of any proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses incurred by him
in connection with the proceeding.  Under the VASCA, a corporation may
pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding in advance of the final disposition of the proceeding if:
(1) the director furnishes the corporation a written affirmation of his good
faith belief that he has met the standard of conduct described in Section
13.1-697 of the VASCA; and (2) the director furnishes the corporation an
undertaking, executed personally or on his behalf, to repay the advance if the
director is not entitled to mandatory indemnification under Section 13.1-698 of
the VASCA and it is ultimately determined that he did not meet the relevant
standard of conduct.  Unless a corporation’s articles of incorporation
provide otherwise, the corporation may indemnify and advance expenses to an
officer of the corporation to the same extent as to a director.  A
corporation may also purchase and maintain on behalf of a director or officer
insurance against liabilities incurred in such capacities, whether or not the
corporation would have the power to indemnify him against the same liability
under the VASCA.




VSUB
Holding Company




The
articles of incorporation or bylaws of the Virginia corporations permit or
require indemnification of officers and directors.





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Item
      21.
            Exhibits.




EXHIBIT
INDEX





Exhibit
      No.
            Exhibit  1.1
            Purchase
      Agreement dated January 29, 2010, among Cenveo Corporation, Cenveo, Inc.,
      the other guarantors named therein and the Initial Purchasers named
      therein.2.1
            Stock
      Purchase Agreement dated as of July 17, 2007 among Cenveo Corporation,
      Commercial Envelope Manufacturing Co. Inc. and its
      shareholders—incorporated by reference to Exhibit 2.1 to Cenveo, Inc.’s
      current report on Form 8-K filed July 20, 2007.4.1
            Indenture
      dated as of February 4, 2004 between Mail-Well I Corporation, the
      Guarantors named therein and U.S. Bank National Association, as Trustee,
      and Form of Senior Subordinated Note and Guarantee relating to Mail-Well I
      Corporation’s 77⁄8% Senior Subordinated Notes due 2013—incorporated by
      reference to Exhibit 4.5 to Cenveo, Inc.’s annual report on Form 10-K for
      the year ended December 31, 2003, filed February 27,
  2004.4.2
            Supplemental
      Indenture, dated as of June 21, 2006 among Cenveo Corporation (f/k/a
      Mail-Well I Corporation), the Guarantors named therein and U.S. Bank
      National Association, as Trustee, to the Indenture dated as of February 4,
      2004 relating to the 77⁄8% Senior Subordinated Notes due 2013—incorporated
      by reference to Exhibit 4.2 to Cenveo, Inc.’s current report on Form 8-K
      filed June 27, 2006.4.3
            Third
      Supplemental Indenture, dated as of March 7, 2007 among Cenveo Corporation
      (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S.
      Bank National Association, as Trustee, to the Indenture dated as of
      February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due 2013—
      incorporated by reference to Exhibit 4.7 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended March 31, 2007, filed May 9,
      2007.4.4
            Fourth
      Supplemental Indenture, dated as of July 9, 2007 among Cenveo Corporation
      (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S.
      Bank National Association, as Trustee, to the Indenture dated as of
      February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due 2013—
      incorporated by reference to Exhibit 4.8 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended June 30, 2007, filed August 8,
      2007.4.5
            Fifth
      Supplemental Indenture, dated as of August 30, 2007 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.6 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended September 29, 2007, filed
      November 8, 2007.4.6
            Sixth
      Supplemental Indenture, dated as of April 16, 2008 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004, relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.7 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended June 28, 2008, filed August 7,
      2008.4.7
            Seventh
      Supplemental Indenture, dated as of August 20, 2008 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004, relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.8 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended September 27, 2008, filed
      November 5, 2008.  II-9
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  Exhibit
      No.
                Exhibit
 4.8
            Eighth
      Supplemental Indenture, dated as of October 15, 2009 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004, relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.1 to Cenveo, Inc.’s current
      report on Form 8-K filed October 16, 2009.4.9
            Indenture,
      dated as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein and Wachovia Bank, National Association, as
      Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.9 to Cadmus Communications
      Corporation’s registration statement on Form S-4 filed August 24,
      2004.4.10
            First
      Supplemental Indenture, dated as of March 1, 2005, to the Indenture dated
      as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein, Mack Printing, LLC and Wachovia Bank, National
      Association, as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.9.1 to Cadmus Communications
      Corporation’s quarterly report on Form 10-Q for the quarter ended March
      31, 2005, filed May 13, 2005.4.11
            Second
      Supplemental Indenture, dated as of May 19, 2006, to the Indenture dated
      as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein and U.S. Bank National Association (successor to
      Wachovia Bank, National Association), as Trustee, relating to the 83⁄8%
      Senior Subordinated Notes due 2014—incorporated by reference to Exhibit
      4.9.2 to Cadmus Communications Corporation’s annual report on Form 10-K
      for the year ended July 1, 2006, filed September 13,
  2006.4.12
            Third
      Supplemental Indenture, dated as of March 7, 2007, to the Indenture dated
      as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus
      Communications Corporation), the Guarantors named therein and U.S. Bank
      National Association (successor to Wachovia Bank, National Association),
      as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.11 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended March 31, 2007, filed May 9,
      2007.4.13
            Fourth
      Supplemental Indenture, dated as of July 9, 2007, to the Indenture dated
      as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus
      Communications Corporation), the Guarantors named therein and U.S. Bank
      National Association (successor to Wachovia Bank, National Association),
      as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.13 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended June 30, 2007, filed August 8,
      2007.4.14
            Fifth
      Supplemental Indenture, dated as of August 30, 2007, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.13 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended September 29, 2007,
      filed November 8, 2007.4.15
            Sixth
      Supplemental Indenture, dated as of November 7, 2007, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.12 to Cenveo, Inc.’s
      annual report on Form 10-K for the year ended December 29, 2007, filed on
      March 28, 2008.









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Exhibit
      No.
              Exhibit


4.16
            Seventh
      Supplemental Indenture, dated as of April 16, 2008, to the Indenture dated
      as of June 15, 2004, among   Cenveo Corporation (as
      successor to Cadmus Communications Corporation), the Guarantors named
      therein and U.S. Bank National Association (successor to Wachovia Bank,
      National Association), as Trustee, relating to the 83⁄8% Senior Subordinated
      Notes due 2014—incorporated by reference to Exhibit 4.16 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended June 28, 2008, filed
      on August 7, 2008.4.17
            Eighth
      Supplemental Indenture, dated as of August 20, 2008, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.18 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended September 27, 2008,
      filed November 5, 2008.4.18
            Ninth
      Supplemental Indenture, dated as of October 15, 2009, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.2 to Cenveo, Inc.’s
      current report on Form 8-K filed October 16, 2009.4.19
            Indenture,
      dated as of June 13, 2008, between Cenveo Corporation and U.S. Bank
      National Association, as Trustee, relating to the 101⁄2% Notes of Cenveo
      Corporation—incorporated by reference to Exhibit 4.1 to Cenveo, Inc.’s
      current report on Form 8-K filed June 13, 2008.4.20
            Guarantee
      by Cenveo, Inc. and the other guarantors named therein relating to the
      101⁄2% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.2
      to Cenveo, Inc.’s current report on Form 8-K dated (date of earliest event
      reported) June 9, 2008, filed June 13, 2008.4.21
            First
      Supplemental Indenture, dated as of August 20, 2008, to the Indenture of
      June 13, 2008 between Cenveo Corporation and U.S. Bank National
      Association, as Trustee, relating to the 101⁄2% Notes of Cenveo
      Corporation—incorporated by reference to Exhibit 4.21 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended September 27, 2008,
      filed November 5, 2008.4.22
            Second
      Supplemental Indenture, dated as of October 15, 2009, to the Indenture of
      June 13, 2008 between Cenveo Corporation and U.S. Bank National
      Association, as Trustee, relating to the 101⁄2% Notes of Cenveo
      Corporation—incorporated by reference to Exhibit 4.3 to Cenveo, Inc.’s
      current report on Form 8-K filed October 16, 2009.4.23
            Registration
      Rights Agreement dated as of June 13, 2008, among Cenveo Corporation,
      Cenveo, Inc., the other Guarantors named therein and Lehman Brothers
      Inc.—incorporated by reference to Exhibit 10.1 to Cenveo, Inc.’s current
      report on Form 8-K dated (date of earliest event reported) June 9, 2008,
      filed June 13, 2008.4.24
            Indenture
      dated as of February 5, 2010 among Cenveo Corporation, the Guarantors
      named therein and Wells Fargo Bank, National Association, as
      Trustee—incorporated by reference to Exhibit 4.1 to Cenveo, Inc.’s current
      report on Form 8-K filed February 9, 2010.4.25
            Form
      of Guarantee issued by Cenveo, Inc. and the other Guarantors named
      therein—incorporated by reference to Exhibit 4.2 to Cenveo, Inc.’s current
      report on Form 8-K filed February 9, 2010.4.26
            Registration
      Rights Agreement dated as of February 5, 2010 among Cenveo Corporation,
      Cenveo, Inc., the other Guarantors named therein and the initial
      purchasers named therein—incorporated by reference to Exhibit 4.3 to
      Cenveo, Inc.’s current report on Form 8-K filed February 9,
      2010.4.27
            Intercreditor
      Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo,
      Inc., the grantors named therein, Wells Fargo Bank, National Association,
      as second lien collateral agent, Bank of America, N.A., as first lien
      agent and control agent—incorporated by reference to Exhibit 4.4 to
      Cenveo, Inc.’s current report on Form 8-K filed February 9,
      2010.





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Exhibit
      No.
              Exhibit


4.28
            Second
      Lien Pledge and Security Agreement dated as of February 5, 2010 among
      Cenveo Corporation, Cenveo, Inc., the other grantors named therein and
      Wells Fargo Bank, National Association, as collateral agent—incorporated
      by reference to Exhibit 4.28 to Cenveo, Inc.’s annual report on Form 10-K
      for the year ended January 2, 2010 filed March 3, 2010.4.29
            Second
      Lien Intellectual Property Security Agreement dated as of February 5, 2010
      among Cenveo Corporation, Cenveo, Inc., the other grantors named therein
      and Wells Fargo Bank, National Association, as collateral
      agent—incorporated by reference to Exhibit 4.29 to Cenveo, Inc.’s annual
      report on Form 10-K for the year ended January 2, 2010 filed March 3,
      2010.4.30
            Form
      of Note issued by Cenveo Corporation—incorporated by reference to Exhibit
      4.2 to Cenveo, Inc.’s current report on Form 8-K filed February 9,
      2010.5.1
            Opinion
      of Timothy M. Davis, Esq.12.1
            Statement
      regarding computation of ratio of earnings to fixed
    charges.23.1
            Consent
      of Timothy M. Davis (included in Exhibit 5.1).23.2
            Consent
      of Deloitte & Touche LLP.23.3
            Consent
      of Grant Thornton LLP.24.1
            Powers
      of Attorney (included on signature pages to this registration
      statement).25.1
            Form
      T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Wells
      Fargo Bank, National Association.99.1
            Form
      of Letter of Transmittal99.2
            Form
      of Notice of Guaranteed Delivery







Item
      22.
            Undertakings.




(a) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide
offering thereof.




(b)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.




(c) The
undersigned Registrant hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Item 4, 10(b),
11 or 13 of this Form, within one business day of receipt of such request, and
to send the incorporated documents by first class mail or other equally prompt
means.  This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.





II-12
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(d) The
undersigned Registrant hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.





II-13
 BACK





SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 25th day of February,
2010.




CENVEO,
      INC.By:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer




POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.






IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chairman
      of the Board and
              Chief
      Executive Officer
              (Principal
      Executive Officer)
            February
      25, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer
              (Principal
      Financial Officer and Principal Accounting Officer)
            February
      25, 2010Mark
      S. Hiltwein/s/
      Gerald S. Armstrong
            Director
            February
      25, 2010Gerald
      S. Armstrong/s/
      Leonard C. Green
            Director
            February
      25, 2010Leonard
      C. Green/s/
      Mark J. Griffin
            Director
            February
      25, 2010Mark
      J. Griffin/s/
      Robert B. Obernier
            Director
            February
      25, 2010Robert
      B. Obernier





II-14
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SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





CENVEO
      CORPORATIONBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer




POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein his true and lawful agent, proxy and attorney-in-fact, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to (i) act on, sign, and
file with the SEC any and all amendments (including post-effective amendments)
to this registration statement together with all schedules and exhibits thereto,
(ii) act on, sign and file such certificates, instruments, agreements and other
documents as may be necessary or appropriate in connection therewith, (iii) act
on and file any supplement to any prospectus included in this registration
statement or any such amendment or any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all
actions which may be necessary or appropriate to be done, as fully for all
intents and purposes as he might or could do in person, hereby approving,
ratifying and confirming all that such agent, proxy and attorney-in-fact or any
of his substitutes may lawfully do or cause to be done by virtue
thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer and Director
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer and Director
              (Principal
      Financial Officer and Principal Accounting Officer)
            March
      4, 2010Mark
      S. Hiltwein











II-15
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SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





EACH
      OF ENTITIES LISTED ON SCHEDULE ABy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer







POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer and Director
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer and Director
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein








II-16
 BACK







SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





EACH
      OF THE ENTITIES LISTED ON SCHEDULE BBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer







POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein/s/
      Mark S. Hiltwein
            Sole
      Member
            March
      4, 2010Commercial
      Envelope Manufacturing Co., Inc.by Mark S. Hiltwein, Chief Financial
      Officer











II-17
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SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





EACH
      OF THE ENTITIES LISTED ON SCHEDULE CBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer







POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein/s/
      Mark S. Hiltwein
            Sole
      Member
            March 4,
      2010Cenveo
      Corporation by Mark S. Hiltwein,
              Chief
      Financial Officer










II-18
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SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





EACH
      OF THE ENTITIES LISTED ON SCHEDULE DBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer







POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer and Manager
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer and Manager
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein








II-19
 BACK







SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





CENVEO
      CEM, LLCBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer







POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein/s/
      Mark S. Hiltwein
            Member
            March 4,
      2010Cenveo
      Corporation by Mark S. Hiltwein,
              Chief
      Financial Officer/s/
      Mark S. Hiltwein
            Member
            March 4,
      2010RX
      JV Holding, Inc. by Mark S. Hiltwein,
              Chief
      Financial Officer





II-20
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SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





EACH
      OF THE ENTITIES LISTED ON SCHEDULE EBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer




POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Sole
      Manager and
              Chief
      Executive Officer
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein















II-21
 BACK







SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





DISCOUNT
      LABELS, LLCBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer




POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer and Director
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer and Director
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein/s/
      Mark S. Hiltwein
            Sole
      Member
            March 4,
      2010Cenveo
      Corporation, by Mark S. Hiltwein,
              Chief
      Financial Officer





II-22
 BACK





SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





CRX
      JV, LLCBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer




POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Robert G. Burton, Sr.
            Chief
      Executive Officer
              (Principal
      Executive Officer)
            March
      4, 2010Robert
      G. Burton, Sr./s/
      Mark S. Hiltwein
            Chief
      Financial Officer
              (Principal
      Financial Officer and Principal Accounting Officer)
            March 4,
      2010Mark
      S. Hiltwein/s/
      Mark S. Hiltwein
            Member
            March 4,
      2010Cenveo
      Corporation, by Mark S. Hiltwein,
              Chief
      Financial Officer/s/
      Mark S. Hiltwein
            Member
            March 4,
      2010Discount
      Labels, LLC, by Mark S. Hiltwein,
              Chief
      Financial Officer/s/
      Mark S. Hiltwein
            Member
            March 4,
      2010RX
      JV Holding, Inc., by Mark S. Hiltwein,
              Chief
      Financial Officer








II-23
 BACK







SIGNATURES




Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-4 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on the 4th day of March, 2010.





CENVEO
      ALBERTA FINANCE LIMITED PARTNERSHIPBy:
            /s/
      Mark S. HiltweinName:
            Mark
      S. HiltweinTitle:
            Chief
      Financial Officer




POWER
OF ATTORNEY




Each
person whose signature appears below constitutes and appoints Timothy M. Davis
and Mark S. Hiltwein  his or her true and lawful agent, proxy and
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to (i) act on, sign, and file with the SEC any and all amendments
(including post-effective amendments) to this registration statement together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.




IN
WITNESS WHEREOF, each person whose signature appears below has executed this
Power of Attorney as of the date indicated.




Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.





Signature
            Capacity
            Date/s/
      Mark S. Hiltwein
            President
      and
              Chief
      Financial Officer
              (Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)
            March
      4, 2010Mark
      S. Hiltwein/s/
      Mark S. Hiltwein
            General
      Partner
            March 4,
      2010Cenveo
      Corporation, by Mark S. Hiltwein





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Schedule
A





CADMUS
DELAWARE, INC.


CADMUS
DIRECT MARKETING, INC.


CADMUS
FINANCIAL DISTRIBUTION, INC.


CADMUS
INTERACTIVE, INC.


CADMUS
INTERNATIONAL HOLDINGS, INC.


CADMUS
JOURNAL SERVICES, INC.


CADMUS
MARKETING GROUP, INC.


CADMUS
MARKETING, INC.


CADMUS/O'KEEFE
MARKETING, INC.


CADMUS
PRINTING GROUP, INC.


CADMUS
TECHNOLOGY SOLUTIONS, INC.


CADMUS
UK, INC.


CENVEO
CEM, INC.


CENVEO
GOVERNMENT PRINTING, INC.


CENVEO
MCLAREN MORRIS & TODD COMPANY


CNMW
INVESTMENTS, INC.


COLORHOUSE
CHINA, INC.


COMMERCIAL
ENVELOPE MANUFACTURING CO., INC.


CRX
HOLDING, INC.


EXPERT
GRAPHICS, INC.


GARAMOND/PRIDEMARK
PRESS, INC.


MADISON/GRAHAM
COLORGRAPHICS, INC.


MADISON/GRAHAM
COLORGRAPHICS INTERSTATE SERVICES, INC.


NASHUA
CORPORATION


NASHUA
INTERNATIONAL, INC.


OLD TSI,
INC.


PC INK
CORP.


PORT CITY
PRESS, INC.


PRINTEGRA
CORPORATION


REX
CORPORATION


RX JV
HOLDING, INC.


RX
TECHNOLOGY CORP.


SCIENCE
CRAFTSMAN INCORPORATED


VAUGHAN
PRINTERS INCORPORATED


VSUB
HOLDING COMPANY


WASHBURN
GRAPHICS, INC.











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Schedule
B





BERLIN
& JONES CO., LLC


HEINRICH
ENVELOPE, LLC








Schedule
C





LIGHTNING
LABELS, LLC


136
EASTPORT ROAD, LLC








Schedule
D





CADMUS
INVESTMENTS, LLC


CDMS
MANAGEMENT, LLC


CENVEO
OMEMEE LLC








Schedule
E





CENVEO
COMMERCIAL OHIO, LLC


CENVEO
RESALE OHIO, LLC


CENVEO
SERVICES LLC
















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EXHIBIT
INDEX





Exhibit
      No.
            Exhibit  1.1
            Purchase
      Agreement dated January 29, 2010, among Cenveo Corporation, Cenveo, Inc.,
      the other guarantors named therein and the Initial Purchasers named
      therein.2.1
            Stock
      Purchase Agreement dated as of July 17, 2007 among Cenveo Corporation,
      Commercial Envelope Manufacturing Co. Inc. and its
      shareholders—incorporated by reference to Exhibit 2.1 to Cenveo, Inc.’s
      current report on Form 8-K filed July 20, 2007.4.1
            Indenture
      dated as of February 4, 2004 between Mail-Well I Corporation, the
      Guarantors named therein and U.S. Bank National Association, as Trustee,
      and Form of Senior Subordinated Note and Guarantee relating to Mail-Well I
      Corporation’s 77⁄8% Senior Subordinated Notes due 2013—incorporated by
      reference to Exhibit 4.5 to Cenveo, Inc.’s annual report on Form 10-K for
      the year ended December 31, 2003, filed February 27,
  2004.4.2
            Supplemental
      Indenture, dated as of June 21, 2006 among Cenveo Corporation (f/k/a
      Mail-Well I Corporation), the Guarantors named therein and U.S. Bank
      National Association, as Trustee, to the Indenture dated as of February 4,
      2004 relating to the 77⁄8% Senior Subordinated Notes due 2013—incorporated
      by reference to Exhibit 4.2 to Cenveo, Inc.’s current report on Form 8-K
      filed June 27, 2006.4.3
            Third
      Supplemental Indenture, dated as of March 7, 2007 among Cenveo Corporation
      (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S.
      Bank National Association, as Trustee, to the Indenture dated as of
      February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due 2013—
      incorporated by reference to Exhibit 4.7 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended March 31, 2007, filed May 9,
      2007.4.4
            Fourth
      Supplemental Indenture, dated as of July 9, 2007 among Cenveo Corporation
      (f/k/a Mail-Well I Corporation), the Guarantors named therein and U.S.
      Bank National Association, as Trustee, to the Indenture dated as of
      February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due 2013—
      incorporated by reference to Exhibit 4.8 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended June 30, 2007, filed August 8,
      2007.4.5
            Fifth
      Supplemental Indenture, dated as of August 30, 2007 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004 relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.6 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended September 29, 2007, filed
      November 8, 2007.4.6
            Sixth
      Supplemental Indenture, dated as of April 16, 2008 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004, relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.7 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended June 28, 2008, filed August 7,
      2008.4.7
            Seventh
      Supplemental Indenture, dated as of August 20, 2008 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004, relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.8 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended September 27, 2008, filed
      November 5, 2008.4.8
            Eighth
      Supplemental Indenture, dated as of October 15, 2009 among Cenveo
      Corporation (f/k/a Mail-Well I Corporation), the Guarantors named therein
      and U.S. Bank National Association, as Trustee, to the Indenture dated as
      of February 4, 2004, relating to the 77⁄8% Senior Subordinated Notes due
      2013—incorporated by reference to Exhibit 4.1 to Cenveo, Inc.’s current
      report on Form 8-K filed October 16,
2009.







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Exhibit
      No.
              Exhibit


4.9
            Indenture,
      dated as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein and Wachovia Bank, National Association, as
      Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.9 to Cadmus Communications
      Corporation’s registration statement on Form S-4 filed August 24,
      2004.4.10
            First
      Supplemental Indenture, dated as of March 1, 2005, to the Indenture dated
      as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein, Mack Printing, LLC and Wachovia Bank, National
      Association, as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.9.1 to Cadmus Communications
      Corporation’s quarterly report on Form 10-Q for the quarter ended March
      31, 2005, filed May 13, 2005.4.11
            Second
      Supplemental Indenture, dated as of May 19, 2006, to the Indenture dated
      as of June 15, 2004, among Cadmus Communications Corporation, the
      Guarantors named therein and U.S. Bank National Association (successor to
      Wachovia Bank, National Association), as Trustee, relating to the 83⁄8%
      Senior Subordinated Notes due 2014—incorporated by reference to Exhibit
      4.9.2 to Cadmus Communications Corporation’s annual report on Form 10-K
      for the year ended July 1, 2006, filed September 13,
  2006.4.12
            Third
      Supplemental Indenture, dated as of March 7, 2007, to the Indenture dated
      as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus
      Communications Corporation), the Guarantors named therein and U.S. Bank
      National Association (successor to Wachovia Bank, National Association),
      as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.11 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended March 31, 2007, filed May 9,
      2007.4.13
            Fourth
      Supplemental Indenture, dated as of July 9, 2007, to the Indenture dated
      as of June 15, 2004, among Cenveo Corporation (as successor to Cadmus
      Communications Corporation), the Guarantors named therein and U.S. Bank
      National Association (successor to Wachovia Bank, National Association),
      as Trustee, relating to the 83⁄8% Senior Subordinated Notes due
      2014—incorporated by reference to Exhibit 4.13 to Cenveo, Inc.’s quarterly
      report on Form 10-Q for the quarter ended June 30, 2007, filed August 8,
      2007.4.14
            Fifth
      Supplemental Indenture, dated as of August 30, 2007, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.13 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended September 29, 2007,
      filed November 8, 2007.4.15
            Sixth
      Supplemental Indenture, dated as of November 7, 2007, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.12 to Cenveo, Inc.’s
      annual report on Form 10-K for the year ended December 29, 2007, filed on
      March 28, 2008.4.16
            Seventh
      Supplemental Indenture, dated as of April 16, 2008, to the Indenture dated
      as of June 15, 2004, among   Cenveo Corporation (as
      successor to Cadmus Communications Corporation), the Guarantors named
      therein and U.S. Bank National Association (successor to Wachovia Bank,
      National Association), as Trustee, relating to the 83⁄8% Senior Subordinated
      Notes due 2014—incorporated by reference to Exhibit 4.16 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended June 28, 2008, filed
      on August 7, 2008.







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Exhibit
      No.
              Exhibit


4.17
            Eighth
      Supplemental Indenture, dated as of August 20, 2008, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.18 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended September 27, 2008,
      filed November 5, 2008.4.18
            Ninth
      Supplemental Indenture, dated as of October 15, 2009, to the Indenture
      dated as of June 15, 2004, among Cenveo Corporation (as successor to
      Cadmus Communications Corporation), the Guarantors named therein and U.S.
      Bank National Association (successor to Wachovia Bank, National
      Association), as Trustee, relating to the 83⁄8% Senior Subordinated Notes
      due 2014—incorporated by reference to Exhibit 4.2 to Cenveo, Inc.’s
      current report on Form 8-K filed October 16, 2009.4.19
            Indenture,
      dated as of June 13, 2008, between Cenveo Corporation and U.S. Bank
      National Association, as Trustee, relating to the 101⁄2% Notes of Cenveo
      Corporation—incorporated by reference to Exhibit 4.1 to Cenveo, Inc.’s
      current report on Form 8-K filed June 13, 2008.4.20
            Guarantee
      by Cenveo, Inc. and the other guarantors named therein relating to the
      101⁄2% Notes of Cenveo Corporation—incorporated by reference to Exhibit 4.2
      to Cenveo, Inc.’s current report on Form 8-K dated (date of earliest event
      reported) June 9, 2008, filed June 13, 2008.4.21
            First
      Supplemental Indenture, dated as of August 20, 2008, to the Indenture of
      June 13, 2008 between Cenveo Corporation and U.S. Bank National
      Association, as Trustee, relating to the 101⁄2% Notes of Cenveo
      Corporation—incorporated by reference to Exhibit 4.21 to Cenveo, Inc.’s
      quarterly report on Form 10-Q for the quarter ended September 27, 2008,
      filed November 5, 2008.4.22
            Second
      Supplemental Indenture, dated as of October 15, 2009, to the Indenture of
      June 13, 2008 between Cenveo Corporation and U.S. Bank National
      Association, as Trustee, relating to the 101⁄2% Notes of Cenveo
      Corporation—incorporated by reference to Exhibit 4.3 to Cenveo, Inc.’s
      current report on Form 8-K filed October 16, 2009.4.23
            Registration
      Rights Agreement dated as of June 13, 2008, among Cenveo Corporation,
      Cenveo, Inc., the other Guarantors named therein and Lehman Brothers
      Inc.—incorporated by reference to Exhibit 10.1 to Cenveo, Inc.’s current
      report on Form 8-K dated (date of earliest event reported) June 9, 2008,
      filed June 13, 2008.4.24
            Indenture
      dated as of February 5, 2010 among Cenveo Corporation, the Guarantors
      named therein and Wells Fargo Bank, National Association, as
      Trustee—incorporated by reference to Exhibit 4.1 to Cenveo, Inc.’s current
      report on Form 8-K filed February 9, 2010.4.25
            Form
      of Guarantee issued by Cenveo, Inc. and the other Guarantors named
      therein—incorporated by reference to Exhibit 4.2 to Cenveo, Inc.’s current
      report on Form 8-K filed February 9, 2010.4.26
            Registration
      Rights Agreement dated as of February 5, 2010 among Cenveo Corporation,
      Cenveo, Inc., the other Guarantors named therein and the initial
      purchasers named therein—incorporated by reference to Exhibit 4.3 to
      Cenveo, Inc.’s current report on Form 8-K filed February 9,
      2010.4.27
            Intercreditor
      Agreement dated as of February 5, 2010 among Cenveo Corporation, Cenveo,
      Inc., the grantors named therein, Wells Fargo Bank, National Association,
      as second lien collateral agent, Bank of America, N.A., as first lien
      agent and control agent—incorporated by reference to Exhibit 4.4 to
      Cenveo, Inc.’s current report on Form 8-K filed February 9,
      2010.4.28
            Second
      Lien Pledge and Security Agreement dated as of February 5, 2010 among
      Cenveo Corporation, Cenveo, Inc., the other grantors named therein and
      Wells Fargo Bank, National Association, as collateral agent—incorporated
      by reference to Exhibit 4.28 to Cenveo, Inc.’s annual report on Form 10-K
      for the year ended January 2, 2010 filed March 3,
  2010.





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Exhibit
      No.
              Exhibit


4.29
            Second
      Lien Intellectual Property Security Agreement dated as of February 5, 2010
      among Cenveo Corporation, Cenveo, Inc., the other grantors named therein
      and Wells Fargo Bank, National Association, as collateral
      agent—incorporated by reference to Exhibit 4.29 to Cenveo, Inc.’s annual
      report on Form 10-K for the year ended January 2, 2010 filed March 3,
      2010.4.30
            Form
      of Note issued by Cenveo Corporation—incorporated by reference to Exhibit
      4.2 to Cenveo, Inc.’s current report on Form 8-K filed February 9,
      2010.5.1
            Opinion
      of Timothy M. Davis, Esq.12.1
            Statement
      regarding computation of ratio of earnings to fixed
    charges.23.1
            Consent
      of Timothy M. Davis (included in Exhibit 5.1).23.2
            Consent
      of Deloitte & Touche LLP.23.3
            Consent
      of Grant Thornton LLP.24.1
            Powers
      of Attorney (included on signature pages to this registration
      statement).25.1
            Form
      T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Wells
      Fargo Bank, National Association.99.1
            Form
      of Letter of Transmittal99.2
            Form
      of Notice of Guaranteed Delivery














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