ex4p9.htm


 







 













Exhibit 4.9




 










 



CENVEO CORPORATION


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







the GUARANTORS named in Schedule I hereto







and







U.S. BANK NATIONAL ASSOCIATION,


as Trustee




 








 






NINTH SUPPLEMENTAL INDENTURE



Supplementing the Indenture of February 4, 2004


 










 


Dated as of December 21, 2010







77⁄8% SENIOR SUBORDINATED NOTES DUE 2013

































 




  





  











  






 


THIS NINTH SUPPLEMENTAL INDENTURE, dated as of December 21, 2010, is among Cenveo Corporation, a Delaware corporation (f/k/a Mail-Well I Corporation) (the “Company”), the Guarantors (as defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).


 


WHEREAS, in connection with the issuance by the Company of its 77⁄8% Senior Subordinated Notes due 2013 (the “Notes”), in the aggregate principal amount of $320,000,000, the Company and the Trustee entered into an indenture dated as of February 4, 2004 (as supplemented by the First Supplemental Indenture dated as of June 21, 2006, the Second Supplemental Indenture dated as of August 11, 2006, the Third Supplemental Indenture dated as of March 7, 2007, the Fourth Supplemental Indenture dated as of July 9, 2007, the Fifth Supplemental Indenture dated as of August 30, 2007, the Sixth Supplemental Indenture dated as of April 16, 2008, the Seventh Supplemental Indenture dated as of August 20, 2008 and the Eighth Supplemental Indenture dated as of October 15, 2009, 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 Ninth Supplemental Indenture; and


 


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


 


NOW THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Section 4.15 and Article Nine of the Indenture, the Company agrees with the Guarantors and the Trustee as follows:


 


 




  





  











  






 


ARTICLE 1.


ADDITION OF GUARANTORS


 



	
SECTION 1.01.

	
ADDITIONAL GUARANTORS







 


Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, each of 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 11 of the Indenture, with the same force and effect as if it were an original party to the Indenture in such capacity, (b) that each reference in the Indenture to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (c) to be obligated and bound by all the terms, provisions and covenants under the Indenture (including, without limitation, Article 11 thereof) which are binding on a Guarantor.


 


The obligations of the Additional Guarantors to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee are expressly subordinated to the extent set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of such subordination.


 


ARTICLE 2.


MISCELLANEOUS


 



	
SECTION 2.01.

	
OPERATIVE DATE







 


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


 



	
SECTION 2.02.

	
COUNTERPART ORIGINALS







 


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












 




  





  











  






 


IN WITNESS WHEREOF, the parties hereto have caused this Ninth 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







 


U.S. BANK NATIONAL ASSOCIATION, as Trustee


 







By:         /s/ Susan Freedman                                           


Name:    Susan Freedman


Title:      Vice President















NINTH 77⁄8% SUPPLEMENTAL INDENTURE









  











  














SCHEDULE I


 


SCHEDULE OF SUBSIDIARY GUARANTORS


 


        Cenveo, Inc.


        Discount Labels, LLC


        Cenveo Alberta Finance LP


        Cenveo Government Printing, Inc.


        Cenveo Services, LLC


        Cenveo McLaren Morris & Todd Company


        Cenveo Commercial Ohio, LLC


        Cenveo Resale Ohio, LLC


        Cenveo Omemee LLC


        Colorhouse China, Inc.


        CRX JV, LLC


        CRX Holding, Inc.


        Rx Technology Corp.



	
  

	
RX JV Holding, Inc.








	
  

	
PC Ink Corp.








	
  

	
Printegra Corporation








	
  

	
Cadmus Printing Group, Inc.








	
  

	
Washburn Graphics, Inc.








	
  

	
Cadmus Journal Services, Inc.








	
  

	
Cadmus Financial Distribution, Inc.








	
  

	
Cadmus Technology Solutions, Inc.








	
  

	
Garamond/Pridemark Press, Inc.








	
  

	
Cadmus Delaware, Inc.








	
  

	
Cadmus UK, Inc.








	
  

	
Expert Graphics, Inc.








	
  

	
Cadmus 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 Inc.








	
  

	
VSUB Holding Company








	
  

	
Madison/Graham ColorGraphics, Inc.








	
  

	
Madison/Graham ColorGraphics Interstate Services, Inc.








	
  

	
Commercial Envelope Manufacturing Co., Inc.








	
  

	
Berlin & Jones Co., LLC








	
  

	
Heinrich Envelope, LLC








	
  

	
Cenveo CEM, LLC


































































 




  





  











  








	
  

	
Cenveo CEM, Inc.






	
  

	
CNMW Investments, Inc.








	
  

	
Rex Corporation








	
  

	
136 Eastport Road, LLC








	
  

	
Lightning Labels, LLC








	
  

	
Nashua Corporation








	
  

	
Nashua International, Inc.








	
  

	
CMS Gilbreth Packaging Systems, Inc.








	
  

	
Impaxx, Inc.