ex4p28.htm


 





















Exhibit 4.28




 

















CENVEO CORPORATION,




as Issuer,







the GUARANTORS named herein







and







WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Trustee


 









 




FIRST SUPPLEMENTAL INDENTURE



Supplementing the Indenture of


February 5, 2010












  


Dated as of December 21, 2010







8.875% Senior Second Lien Notes due 2018

































 




  





  











  






 


THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 21, 2010, is among Cenveo Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).


 


WHEREAS, in connection with the issuance by the Company of its 8.875% Senior Second Lien Notes due 2018 (the “Notes”), in the aggregate principal amount of $400,000,000, the Company, the Guarantors and the Trustee entered into an indenture dated as of February 5, 2010 (the “Indenture”); and


 


WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes; and


 


WHEREAS, the Company has authorized the execution and delivery of this First Supplemental Indenture; and


 


WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee have been done.


 


NOW THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Section 4.14 and Article Nine of the Indenture, the Company agrees with the Guarantors and the Trustee as follows:


 


ARTICLE 1.


ADDITION OF GUARANTORS


 



	
SECTION 1.01.

	
ADDITIONAL GUARANTORS







 


Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, each of CMS Gilbreth Packaging Systems, Inc. and Impaxx, Inc. (collectively, the “Additional Guarantors”) hereby agrees (a) to become a Guarantor in respect of the Notes and the other obligations of the Company guaranteed by the Guarantors pursuant to Article 10 of the Indenture, with the same force and effect as if it were an original party to the Indenture in such capacity, (b) that each reference in the Indenture to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (c) to be obligated and bound by all the terms, provisions and covenants under the Indenture (including, without limitation, Article 10 thereof) which are binding on a Guarantor.


 


ARTICLE 2.


MISCELLANEOUS


 



	
SECTION 2.01.

	
OPERATIVE DATE







 


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


 


 




  





  











  






 



	
SECTION 2.02.

	
COUNTERPART ORIGINALS







 


The parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall constitute the same agreement.


 



	
SECTION 2.03.

	
GOVERNING LAW







 


This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles.


 



	
SECTION 2.04.

	
TRUSTEE’S DISCLAIMER







 


The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.












 




  





  











  













 


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


 


CENVEO CORPORATION


 


By:        /s/Mark S. Hiltwein                                                              


Name:  Mark S. Hiltwein


Title:    Chief Financial Officer












EACH ENTITY LISTED ON SCHEDULE I HERETO







 


By:       /s/Mark S. Hiltwein                                         


Name:  Mark S. Hiltwein


Title:    Chief Financial Officer







 


WELLS FARGO BANK, NATIONAL ASSOCIATION,  as Trustee


 







By:       /s/ Raymond Delli Colli                                  


Name:  Raymond Delli Colli


Title:    Vice President

















FIRST 8.875% SUPPLEMENTAL INDENTURE




  





  











  









	
  

	
SCHEDULE I








	
  

	
Cenveo, Inc.








	
  

	
Cenveo Commercial Ohio, LLC








	
  

	
Cenveo Government Printing, Inc.








	
  

	
Cenveo Services LLC








	
  

	
Cenveo Resale Ohio, LLC








	
  

	
Discount Labels, LLC








	
  

	
Cenveo Omemee LLC








	
  

	
Colorhouse China, Inc.








	
  

	
CRX JV, LLC








	
  

	
CRX Holding, Inc.








	
  

	
Rx Technology Corp.








	
  

	
CNMW Investments, Inc.








	
  

	
RX JV Holding, Inc.








	
  

	
PC Ink Corp.








	
  

	
Printegra Corporation








	
  

	
Cadmus Printing Group, Inc.








	
  

	
Washburn Graphics, Inc.








	
  

	
Cadmus Journal Services, Inc.








	
  

	
Cadmus Financial Distribution, Inc.








	
  

	
Cadmus Technology Solutions, Inc.








	
  

	
Garamond/Pridemark Press, Inc.








	
  

	
Cadmus Delaware, Inc.








	
  

	
Cadmus UK, Inc.








	
  

	
Expert Graphics, Inc.








	
  

	
Cadmus Marketing Group, Inc.








	
  

	
Cadmus Direct Marketing, Inc.








	
  

	
Cadmus Interactive, Inc.








	
  

	
Cadmus Marketing, Inc.








	
  

	
Cadmus/O’Keefe Marketing Inc.








	
  

	
Old TSI, Inc.








	
  

	
Cadmus Investments, LLC








	
  

	
Port City Press, Inc.








	
  

	
Science Craftsman, Incorporated








	
  

	
Cadmus International Holdings, Inc.








	
  

	
CDMS Management, LLC








	
  

	
Vaughan Printers Incorporated








	
  

	
VSUB Holding Company








	
  

	
Cenveo CEM, LLC








	
  

	
Cenveo CEM, Inc.








	
  

	
Madison/Graham ColorGraphics, Inc.








	
  

	
Madison/Graham ColorGraphics Interstate Services, Inc.








	
  

	
Commercial Envelope Manufacturing Co. Inc.








	
  

	
Berlin & Jones Co., LLC








	
  

	
Heinrich Envelope, LLC








	
  

	
Rex Corporation

































































 




  





  











  






 



	 	
136 Eastport Road, LLC






	
  

	
Lightning Labels, LLC








	
  

	
Nashua Corporation








	
  

	
Nashua International, Inc.








	
  

	
Cenveo Alberta Finance Limited Partnership








	
  

	
Cenveo McLaren Morris & Todd Company








	
  

	
CMS Gilbreth Packaging Systems, Inc.








	
  

	
Impaxx, Inc.