Exhibit
10.20


FOURTH
AMENDMENT TO CREDIT AGREEMENT
  THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT(this “Amendment”), dated as
of January 25, 2010, is by and amongCENVEO CORPORATION, a Delaware
corporation (the “Borrower”),CENVEO, INC.,a Colorado
corporation (“Holdings”),the financial
institutions listed on the signature pages of this Amendment as “Lenders” (the
“Lenders”), and
BANK OF AMERICA, N.A.,
as administrative agent on behalf of the Lenders under the Credit Agreement (as
hereinafter defined) (in such capacity, the “Administrative
Agent”), Swing Line Lender and L/C Issuer (as such terms are defined in
the Credit Agreement).
  W
I T N E S S E T H
 
 WHEREAS, the Borrower,
Holdings, the Lenders and the Administrative Agent are parties to that certain
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, and the Third Amendment to Credit
Agreement, dated as of April 24, 2009 (as so amended and as further amended,
modified, extended, restated, replaced, or supplemented from time to time to but
excluding the date hereof, the “Existing Credit
Agreement”);
  WHEREAS, the Borrower has
notified the Administrative Agent that the Borrower desires to issue the Second
Lien Notes evidencing Indebtedness in an initial aggregate principal amount of
at least $350,000,000 (the “Second Lien Debt
Issuance”), the Net Cash Proceeds (the “Debt Proceeds”) of
which initial issuance will be applied to prepay outstanding principal under (a)
the Term Facilities in an amount equal to the greater of (i) $300,000,000 and
(ii) the aggregate amount of the Debt Proceeds less the Outstanding Amount under
the Revolving Credit Facility and (b) the Revolving Credit Facility in an amount
equal to the Debt Proceeds less the amount applied to the Term Facilities (the
“Prepayment”);
  WHEREAS, in connection with
the Prepayment, the Revolving Credit Commitments shall be ratably reduced to
$150,000,000;
  WHEREAS, in order to
facilitate the Second Lien Debt Issuance, the Borrower has requested that the
Required Lenders amend certain provisions of the Existing Credit
Agreement;
  WHEREAS, in connection with
the Prepayment, the Borrower has requested that the Required Lenders and the
Required Term Lenders waive (a) the requirement under Section 2.05(b)(vi) of the
Existing Credit Agreement requiring that prepayments be applied first to the
Term Facilities and second to the Revolving Credit Facility (the “Prepayment Waiver”),
and (b) the Excess Cash Flow mandatory prepayment requirement under Section
2.05(b)(ii) of the Credit Agreement for the fiscal year ended January 3, 2010
(the “ECF
Waiver”);
  WHEREAS, the Required Lenders
are willing to make such amendments to the Credit Agreement and the Required
Lenders and the Required Term Lenders are willing to grant both the Prepayment
Waiver and the ECF Waiver, upon and subject to the terms and conditions set
forth herein.
 NOW, THEREFORE, in
consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
  ARTICLE
I
 DEFINITIONS
 
 1.1           Defined
Terms.Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed thereto in the Existing Credit Agreement as amended hereby
(as so amended and as otherwise amended, modified, extended, restated, replaced,
or supplemented from time to time, the “Credit
Agreement”).
 
 ARTICLE
II
 AMENDMENTS
TO CREDIT AGREEMENT
 
 2.1           Amendments
to Credit Agreement.From and after
the Fourth Amendment Effective Date (as hereinafter defined), the Existing
Credit Agreement is hereby amended as follows:
  (a)           The
definition of “Acquisition Debt”
contained in Section 1.01 of the Existing Credit Agreement is amended by
deleting the phrase “under Section 7.02(j) or
Section
7.02(m)” and inserting the phrase “under Section 7.02(j),
Section
7.02(m), Section 7.02(n), or
as evidenced by any Additional Senior Unsecured Notes” in place
thereof.
  (b)           The
definition of “Consolidated Adjusted
EBITDA” contained in Section 1.01 of the Existing Credit Agreement is
amended by deleting the parenthetical at the end of clause (c)(i)(C) thereof and
inserting in its place the following parenthetical:
  (provided, for the
avoidance of doubt, that (1) any of the foregoing amounts not incurred during
the fiscal year specified in clauses (A) – (C) may not be carried over in any
succeeding fiscal year and (2) the aggregate amount of such cash restructuring,
integration, impairment and related fees, expenses and charges excluded during
any Measurement Period shall not exceed $25,000,000)
  (c)           The
last sentence of each of the definitions of “Consolidated Funded
Indebtedness,” “Consolidated Interest
Charges” and “Consolidated Net
Income” and the penultimate sentence of the definition of “Consolidated Adjusted
EBITDA” are amended by replacing the opening clause “For the purpose of
determining the Consolidated Leverage Ratio and the Consolidated Interest
Coverage Ratio,” with the clause “For the purpose of calculating the Financial
Covenants,”.
  (d)           The
definition of “Related
Documents” contained in Section 1.01 of the Existing Credit Agreement is
amended by deleting the phrase “the Subordinated Notes Documents
and
  
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 (c)” and
inserting the phrase “the Subordinated Notes Documents, (c) the Second Lien
Notes Documents and (d)” in place thereof.
  (e)           The
following new definitions are added to Section 1.01 of the Existing Credit
Agreement in the appropriate alphabetical order:
  “Additional Senior Unsecured
Notes” means any senior notes evidencing Indebtedness permitted under
Section 7.02(j)
issued after the Fourth Amendment Effective Date either (i) through an increase
in existing senior notes (whether through an issuance of “Additional Notes”
under the Senior Notes Indenture or otherwise) or (ii) as a new offering of
senior notes otherwise permitted under Section
7.02(j).
  “Consolidated First Lien
Leverage Ratio” means, as of any date of determination, the ratio of (a)
any Consolidated Funded Indebtedness that is secured by a first priority lien
upon any real or personal property or other assets of Holdings, the Borrower or
any Subsidiary (including, without limitation, the Facilities) as of such date
to(b) Consolidated
Adjusted EBITDA.
  “Financial Covenants”
means the covenants set forth in Section 7.11
hereof.
  “Fourth Amendment”
means the Fourth Amendment to Credit Agreement, dated as of January 25, 2010, by
and among the Borrower, Holdings, the Lenders party thereto, the Administrative
Agent, the Swing Line Lender and the L/C Issuer.
  “Fourth Amendment Effective
Date” has the meaning given such term in the Fourth
Amendment.
  “Initial Outstanding
Amount” has the meaning specified in Section
2.14(g).
  “Intercreditor
Agreement” means that certain Intercreditor Agreement, to be dated as of
the Fourth Amendment Effective Date, among the Loan Parties, Bank of America,
N.A., as First Lien Administrative Agent, and the Second Lien Indenture Trustee,
substantially in the form of Exhibit O
hereto.
  “Second Lien Indenture
Trustee” means Wells Fargo Bank, National Association, in its capacity as
trustee under the Second Lien Notes Indenture.
  “Second Lien Note
Proceeds” means the Net Cash Proceeds of any Indebtedness issued at any
time and from time to time under the Second Lien Notes Documents.
  
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 “Second Lien Notes”
means the Senior Second Lien Notes due 2018 issued pursuant to the Second Lien
Notes Documents.
  “Second Lien Notes
Indenture” means the Indenture, dated as of the Fourth Amendment
Effective Date, by and among the Borrower, the guarantors party thereto and the
Second Lien Indenture Trustee.
  “Second Lien Notes
Documents” means the Second Lien Notes Indenture, the Second Lien Notes
and all other agreements, instruments and other documents pursuant to which the
Second Lien Notes have been or will be issued or otherwise setting forth the
terms of the Second Lien Notes.
  “Senior Notes
Indenture” means the Indenture, dated as of June 13, 2008, among the
Borrower, the guarantors party thereto and U.S. Bank National Association, as
trustee.
  “Term Facility Increase
Notice” has the meaning specified in Section
2.14(a).
  (f)           Section
1.03(c) of the Existing Credit Agreement is amended by (i) replacing the phrase
“any calculation of the Consolidated Leverage Ratio and Consolidated Interest
Coverage Ratio” in the first sentence thereof with “any calculation of the
Financial Covenants”, (ii) replacing the phrase “determining compliance with the
Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio” in
clause (ii) thereof with the phrase “determining compliance with the Financial
Covenants” and (iii) adding the following proviso at the end of the last
sentence of Section 1.03(c):
  ; provided, further, that
following the Fourth Amendment Effective Date, the aggregate amount of such
adjustments for expected cost savings during any Measurement Period (excluding
cost savings arising from an Acquisition with respect to which at least 85% of
the purchase price is financed with Equity) shall not exceed 15.0% of
Consolidated Adjusted EBITDA for such Measurement Period.
  (g)           Section
2.01 of the Existing Credit Agreement is amended by (i) deleting the phrase “and
during the Availability Period” in the first sentence of clause (b) thereof and
replacing it with “and at any time prior to the date that is six months prior to
the Maturity Date of the Revolving Credit Facility”; (ii) deleting in its
entirety subclause (i) of clause (b) thereof and replacing it with “(i) each
such increase in the Revolving Credit Commitments hereunder shall be in a
principal amount of not less than $5,000,000”; (iii) inserting the following new
subclause (v) at the end of clause (b) thereof: “and (v) after giving effect to
any such increase, Total Outstandings plus the aggregate
unused Revolving Credit Commitments shall not exceed the Maximum First Lien
Principal Indebtedness (as defined in the Intercreditor Agreement)”; and (iv)
inserting the following new clause (g):
  
 4
  (g)           Notwithstanding
the foregoing provisions of this Section 2.01, Section 2.14 or any
other provision contained herein, the aggregate principal amount of (i) all
increases in the Revolving Credit Commitments pursuant to clauses (b) through
(f) of this Section
2.01 at any time from time to time on or after the Fourth Amendment
Effective Date and (ii) all increases in the Term Facilities and/or
establishment of Additional Term Facilities pursuant to Section 2.14 at any
time from time to time on or following the Fourth Amendment Effective Date,
shall not exceed an amount equal to $100,000,000 less the aggregate
principal amount (as of the date such debt is issued or incurred) of all
Acquisition Debt (x) issued or incurred in accordance Section 7.02(n) and
(y) evidenced by any Additional Senior Unsecured Notes.
  (h)           The
first clause of the first sentence of Section 2.04 of the Existing Credit
Agreement (excluding, for the avoidance of doubt, the provisos to such sentence)
is deleted in its entirety and replaced by the following:
  Subject
to the terms and conditions set forth herein, the Swing Line Lender, in reliance
upon the agreements of the other Lenders set forth in this Section 2.04, may in
its sole discretion make loans (each such loan, a “Swing Line Loan”) to
the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Revolving Credit Percentage of the
Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving
Credit Commitment;
  (i)           Clause
(v) of Section 2.05(b) of the Existing Credit Agreement is hereby amended by (i)
replacing the word “Upon” at the beginning of the first sentence of subclause
(A) with the phrase “Except as otherwise provided with respect to Second Lien
Note Proceeds in clause (B) below, upon”, (ii) renumbering subclause (B) as
subclause (C) (iii) replacing the phrase “in this Section
2.05(b)(v)(B)” in each place where it appears in such subclause (B) with
the phrase “in this Section
2.05(b)(v)(C)” and (iv) inserting the following new subclause
(B):
  (B)           Upon
the incurrence or issuance by any Loan Party or any of its Subsidiaries of any
Indebtedness under the Second Lien Notes Documents at any time after the Fourth
Amendment Effective Date (other than Acquisition Debt permitted under Section 7.02), the
Borrower shall prepay an aggregate principal amount of Loans equal to 100% of
all Second Lien Note Proceeds received therefrom immediately upon receipt
thereof by such Loan Party or such Subsidiary; provided, however, that if the
Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most
recently delivered Compliance Certificate and financial statements delivered
pursuant to Section 6.01(a)
or (b)) is less
than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(B)
shall be required.
  
 5
 
 (j)           Clause
(vi) of Section 2.05(b) of the Existing Credit Agreement is hereby amended by
(i) replacing the word “Each” at the beginning of the first sentence thereof
with the phrase “(A)  Except as otherwise provided with respect to the
application of Second Lien Note Proceeds in clause (B) below, each”, and (ii)
inserting the following new subclause (B):
  (B)           Each
prepayment of Loans pursuant to Section 2.05(b)(v)(B)
shall be applied ratably (based upon Total Outstandings) to each of theTerm C Facility, the
Delayed-Draw Facility, any Additional Term Facility and the Revolving Credit
Facility (with such ratable payment being applied (A) with respect to the Term C
Facility, to the principal repayment installments thereof on a pro-rata basis,
(B) with respect to any Additional Term Facility, to the principal repayment
installments thereof on a pro rata basis or as otherwise set forth in the
applicable Credit Agreement Supplement, (C) with respect to the Delayed-Draw
Facility, to the principal repayment installments thereof on a pro-rata basis
and (D) with respect to the Revolving Credit Facility, in the manner set forth
in the first three sentences of clause (vii) of this Section 2.05(b)) and,
upon any such prepayment of Revolving Credit Loans pursuant to this Section
2.05(b)(vi)(B) at any time after the outstanding principal amount of the
Term Loans has been repaid in full, the Revolving Credit Commitments
automatically shall be reduced by the amount of such prepayments.
  (k)           Clause
(vii) of Section 2.05(b) of the Existing Credit Agreement is hereby amended by
replacing the word “Prepayments” at the beginning of the last sentence thereof
with the phrase “Except as otherwise provided in Section
2.05(b)(vi)(B) and except to the extent otherwise required under the
Second Lien Notes Indenture, prepayments”.
  (l)           Article
II of the Existing Credit Agreement is amended by deleting Section 2.14 in its
entirety and inserting the following new Section 2.14:
 
 2.14        Increases in Term
Facilities.
 
 (a)           Borrower
Request.  The Borrower may, by written notice to the
Administrative Agent (which shall promptly notify all Lenders) (a “Term Facility Increase
Notice”), from time to time request one or more increases in any Term
Facility hereunder, which increases may consist of (i) one or more
increases to the existing Term C Facility, (ii) the establishment of one or
more additional Term Facilities in accordance with the terms hereof (each an
“Additional Term
Facility”), and (iii) one or more increases to any such Additional
Term Facilities; provided that (x)
each such requested increase in any Term Facility or any Additional Term
Facility hereunder shall be in a principal amount of not less than $20,000,000,
(y) the Borrower may make a maximum of five such requests
 
 6
  Section
2.14 limitation
set forth in Section
2.01(g); provided, further, that, each
such requested increase shall be made no later than one year prior to the
Maturity Date for the Term C Facility.  Each Term Lender shall be
given the opportunity to participate in any increase in any existing Term
Facility or the establishment of any Additional Term Facility, in each case by
delivery of a copy of each Term Facility Increase Notice, in which the Borrower
(in consultation with the Administrative Agent) shall specify the time period
within which each Term Lender is requested to respond (which shall in no event
be less than ten (10) Business Days from the date of delivery of such notice to
the Term Lenders).
 
 (b)           Lender Elections to
Increase.  Each Term Lender shall notify the Administrative
Agent within the time period specified in the applicable Term Facility Increase
Notice whether or not it agrees to increase its existing Term Loans or
provide an Additional Term Commitment and, if so, the amount it is willing to
provide.  Any Term Lender not responding within such time period shall
be deemed to have declined to increase its Term Loans or to provide any
Additional Term Commitment, as applicable.
 
 (c)           Notification by
Administrative Agent; Additional Term Lenders.  The
Administrative Agent shall notify the Borrower and each Term Lender of all Term
Lenders’ responses to each request made hereunder.  If necessary to
achieve the full amount of any requested increase in any existing Term Facility
or establishment of an Additional Term Facility, and subject to the approval of
the Administrative Agent (which approval shall not be unreasonably withheld),
the Borrower may also invite additional Eligible Assignees to become Term
Lenders pursuant to a joinder agreement substantially in the form of Exhibit L hereto
(each an “Additional
Term Lender”).
 
 (d)           Credit Agreement
Supplement.  Each Additional Term Facility and each increase in
any existing Term Facility shall be established and effected (including the
final allocation of Term Commitments thereunder) by a supplement to this
Agreement (each a “Credit Agreement
Supplement”) executed by the Borrower, the Administrative Agent, each
existing Lender which has agreed to increase its Term Commitments or provide an
Additional Term Commitment and any Additional Lender.  Each Credit
Agreement Supplement establishing an Additional Term Facility shall set forth
the terms and conditions for the Term Loans under such Additional Term Facility,
subject to Section
2.14(g).  Each Credit Agreement Supplement establishing any
Additional Term Facility or increasing any existing Term Facility shall become
effective (the “Term
Facility Increase Effective Date”) upon the satisfaction of the
conditions precedent to such effectiveness as therein provided, which conditions
precedent shall in any case include those specified in Section 2.14(f),
unless the conditions precedent specified in Section
2.14(f) are waived (before giving effect to any such
Credit
 
 7
 
 Agreement Supplement)
with the consent of the Required Term Lenders. Each Credit Agreement
Supplement may, without the consent of the Required Term Lenders or any other
Lender, effect such technical amendments to Articles I, II and III of this Agreement
as may be appropriate in the opinion of the Administrative Agent to effect the
provisions of this Section 2.14; provided, however, that any
such amendments (i) shall not amend the definition of “Required Lenders,”
“Required Revolving Lenders,” “Required Term Lenders,” “Required Additional Term
Lenders,” any other provision hereof specifying the percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or to make any
determination or grant any consent hereunder or Section 2.13, except
as provided in Section
11.01, (ii) shall not amend or otherwise modify the rights and
obligations of the Revolving Credit Lenders, and (iii) otherwise shall not
amend or modify any material rights and obligations of the non-consenting
Lenders.
 
 (e)           Amortization.  As
of each Term Facility Increase Effective Date, the amortization terms for the
Term Loans set forth in Section
2.07(a)or in any existing Credit Agreement Supplement shall be
amended to increase the then-remaining unpaid installments of principal
outstanding under the applicable Term Facility by an aggregate amount equal to
the increase in such existing Term Loans being made on such date, such aggregate
amount to be applied to increase such installments ratably in accordance with
the amounts in effect immediately prior to the applicable Term Facility Increase
Effective Date.  Such amendment may be signed by the Administrative
Agent on behalf of the Lenders.
 
 (f)           Conditions to
Effectiveness.  The establishment of any Additional Term
Facility and any increase in any existing Term Facility pursuant to a Credit
Agreement Supplement shall become effective subject to the satisfaction of the
conditions precedent in such Credit Agreement Supplement and the following
conditions precedent:
 
 (i)           each
of the conditions set forth in Sections 4.02(a) and
(b) shall be
satisfied (provided, for the
avoidance of doubt that the conditions set forth in Section 4.02(c) must
be satisfied before any applicable Credit Extension under the Term Facility or
such Additional Term Facility);
  (ii)           no
Default shall have occurred and be continuing or would result from the
Borrowings to be made on any Term Facility Increase Effective Date;
and
  (iii)           after
giving effect to the Term Borrowings to be made on the applicable Term Facility
Increase Effective Date, (A) the Borrower shall be in compliance with each of
the covenants set forth in Section 7.11 on a Pro
Forma Basis and (B) Total Outstandings plus the aggregate
unused Revolving Credit Commitments shall not exceed the Maximum First Lien
Principal Indebtedness (as defined in the Intercreditor Agreement).
  
 8
 
 (g)           Terms of Increased Term
Facilities or Additional Term Loans.  The terms of Loans under
any Additional Term Facility or under any increase in any existing Term Facility
established or effected by a Credit Agreement Supplement shall be as follows
unless otherwise agreed to by (x) in the case of any such Additional Term
Facility, the Required Term Lenders, and (y) in the case of any increase in any
existing Term Facility, all the Term Lenders providing Loans under such Term
Facility, in each case, before giving effect to such Credit Agreement
Supplement:
 
 (i)           Increased Term
Commitments.  The terms and provisions of Term Loans made
pursuant to any increase to an existing Term Facility shall be identical to such
existing Term Facility, including, without limitation, Maturity Date and
Applicable Rate.
 
 (iv)           Terms of Additional Term
Facilities.  The terms and provisions of any Term Loans made
pursuant to any Additional Term Facility shall include the
following:
 
 (A)           the
Borrower shall repay to the Lenders under an Additional Term Facility the
aggregate principal amount of such Additional Term Loans (the “Initial Outstanding
Amount”) on such dates and in such amounts as are set forth in the
applicable Credit Agreement Supplement for such Additional Term Facility, provided that in no
event shall the annual amortization for any period prior to the Maturity Date
for the Additional Term Facility be based upon annual amounts equal to more than
1% of such Initial Outstanding Amount;
 
 (B)           the
Maturity Date of any Loans under an Additional Term Facility shall not be
earlier than the Maturity Date for Term C Loans;
 
 (C)           such
Additional Term Facility shall be subject to Section 2.05 and
shall not include any other mandatory or voluntary prepayment provisions;
and
 
 (D)           otherwise,
such Additional Term Facility shall not contain different or additional
covenants or financial covenants that are more restrictive than the covenants
herein unless this Agreement is amended to include such additional covenants or
financial covenants with the consent of the applicable Lenders required to
approve such amendment or amendments in accordance with Section
11.01.
 
 9
 
 (iv)           No More Favorable
Terms.  Any Additional Term Facility shall be treated no more
favorably than the existing Facilities (including, without limitation, the
Revolving Credit Facility) with respect to Applicable Rates provisions, and if
the yield on any Additional Term Loans (determined based on a four-year average
life to maturity and taking into account any discounts or upfront fees with
respect thereto) with respect to any Additional Term Facility is higher than the
yield (calculated on the same basis) for the existing Facility, as reasonably
determined by the Administrative Agent, the Applicable Rate for each existing
Facility automatically shall increase to such higher rate as the Administrative
Agent reasonably determines shall increase the yield of each such existing
Facility to match the yield of such Additional Term Facility upon the effective
date of such Additional Term Facility.
 
 (h)           Equal and Ratable
Benefit.  Each increase in the Revolving Credit Commitments in
accordance with Section 2.01 and all
the Term Facilities established or increased pursuant to this Section 2.14 shall be
entitled to all the benefits afforded by this Agreement and the other Loan
Documents, and shall, without limiting the foregoing, benefit equally and
ratably from the Guaranty and the security interests created by the Collateral
Documents, except that any Loans under any Additional Term Facility established
pursuant to a Credit Agreement Supplement may be subordinated in right of
payment to the Loans under any then existing Facility and the Loans under such
Additional Term Facility may be secured by Liens which are subordinate to the
Liens of the Collateral Documents, in each case, as and to the extent provided
in such Credit Agreement Supplement.  The Loan Parties shall take any
actions reasonably required by the Administrative Agent to ensure and/or
demonstrate that the Liens and security interests granted by the Collateral
Documents continue to be perfected under the UCC or otherwise after giving
effect to the establishment of any such Additional Term Facility or the
effectiveness of any increase to the Revolving Credit Commitments or the
existing Term Facilities.
 
 (i)           Conflicting
Provisions.  Except as otherwise expressly provided herein,
this Section shall supersede any provisions in Section 2.13 or 11.01 to the
contrary.
 
 (m)           Section
5.09(b) of the Existing Credit Agreement is amended by deleting the phrase
“Except as otherwise set forth in Schedule 5.09” in its
entirety and substituting therefor the new phrase “Except as otherwise set forth
in Schedule
5.09 and except for any of the following occurrences that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect”.
 
 10
  (n)           Section
5.09(c) of the Existing Credit Agreement is amended by deleting the phrase
“Except as otherwise set forth in Schedule 5.09” in its
entirety and substituting therefor the new phrase “Except as otherwise set forth
in Schedule
5.09 and except with respect to any a ctual or
threatened release, discharge or disposal of Hazardous Materials that could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect”.
  (o)           Section
4.02(b)(ii) of the Existing Credit Agreement is amended and restated in its
entirety as follows:
  (ii) a
Revolving Credit Loan is requested, the Borrower shall be in compliance with the
financial covenants set forth in Sections 7.11(b) and
(c) on a Pro
Forma Basis after giving effect to such Revolving Credit Loan.
  (p)           Sections
5.08, 5.13 and 5.17 of the Existing Credit Agreement are amended by deleting
each instance of “First Amendment Effective Date” and inserting “Fourth
Amendment Effective Date” in place thereof.
 
 (q)           Section
5.21 of the Existing Credit Agreement is amended by (i) deleting each instance
of “First Amendment Effective Date” and inserting “Fourth Amendment Effective
Date” in place thereof and (ii) inserting “, by the Fourth Amendment”
immediately after the phrase “by the First Amendment” in the second sentence
thereof.
 
 (r)           Section
7.01 of the Existing Credit Agreement is amended by (i) deleting the word “and”
at the end of clause (k), (ii) deleting the period at the end of clause (l) and
inserting “; and” in place thereof and (iii) inserting the following new clause
(m) at the end thereof:
 
 (m)           Liens
securing Indebtedness evidenced by the Second Lien Notes, so long as such Liens
are subject and subordinate to the Liens upon the Collateral under the Loan
Documents in accordance with the terms and conditions of the Intercreditor
Agreement.
 
 (s)           Section
7.02 of the Existing Credit Agreement is amended by (i) deleting the word “and”
at the end of clause (l), (ii) deleting the period at the end of clause (m) and
inserting “; and” in place thereof and (iii) inserting the following new clause
(n) at the end thereof:
 
 (n)           Indebtedness
(i) issued or incurred on the Fourth Amendment Effective Date under and in
respect of the Second Lien Notes and (ii) issued or incurred from time to time
in respect of the Second Lien Notes after the Fourth Amendment Effective Date;
provided, that
(x) no Default exists immediately prior to, or would result from, on a Pro Forma
Basis, the incurrence of such Indebtedness and (y) such Indebtedness is subject
to, and in compliance with the terms and conditions of, the Intercreditor
Agreement.
  (t)           The
last paragraph of Section 7.02 of the Existing Credit Agreement is deleted in
its entirety and replaced by the following:
 
 11
 Notwithstanding
the foregoing provisions of this Section 7.02, (x)
following the Third Amendment Effective Date, for so long as the Consolidated
Leverage Ratio calculated on a Pro Forma Basis, as determined on the basis of
the financial information most recently delivered
to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable,
is equal to or greater than 4.50 to 1.0, the aggregate amount of Acquisition
Debt created, incurred or assumed pursuant to Section 7.02(j)
(other than any Additional Senior Unsecured Notes) and Indebtedness created,
incurred or assumed pursuant to Section 7.02(g) shall
not exceed $50,000,000, and (y) following the Fourth Amendment Effective Date,
the aggregate principal amount of Acquisition Debt (1) issued or incurred
pursuant to Section
7.02(n) and (2) evidenced by Additional Senior Unsecured Notes shall not
exceed an amount equal to $100,000,000 less the aggregate
principal amount (as of the date of such increase or establishment of an
Additional Term Facility) of Facility increases and establishment of Additional
Term Facilities under and in accordance with Section 2.01 and
Section 2.14,
as applicable.
 
 (u)           Section
7.09 of the Existing Credit Agreement is amended by deleting the phrase “(j) and
(k) so long as” in clause (y) of the proviso contained therein and inserting the
phrase “(j), (k) and (n) so long as” in place thereof.
 
 (v)           Section
7.11 of the Existing Credit is hereby deleted in its entirety and replaced by
the following:
 
 7.11       Financial
Covenants.
 
 (a)           Consolidated Interest
Coverage Ratio.  Permit the Consolidated Interest Coverage
Ratio as of the end of any fiscal quarter of Holdings ending during the period
set forth below to be less than the ratio set forth below opposite such
period:
 
 Four
      Fiscal Quarters Ending
              Minimum
                Consolidated
                Interest
      Coverage
                RatioThird
      Amendment Effective Date to but excluding the Fourth Amendment Effective
      Date
              1.85
      to 1.00Fourth
      Amendment Effective Date through September 30, 2010
              1.70
      to 1.00October
      1, 2010 through March 31, 2011
              1.85
      to 1.00April
      1, 2011 through December 31, 2011
              2.00
      to 1.00January
      1, 2012and
      each fiscal quarter thereafter
              2.25
      to 1.00
 
 (b)           Consolidated Leverage
Ratio.  Permit the Consolidated Leverage Ratio at any time
during any period set forth below to be greater than the ratio set forth below
opposite such period:
 12
 Period
                Maximum
                  Consolidated
                  Leverage
                  RatioThird
      Amendment Effective Date to but excluding the Fourth Amendment Effective
      Date
                6.25
      to 1.00Fourth
      Amendment Effective Date through December 31, 2010
                6.50
      to 1.00January
      1, 2011 through December 31, 2011
                6.25
      to 1.00January
      1, 2012 and thereafter
                5.50
      to 1.00
 (c)           Consolidated First Lien
Leverage Ratio.  Permit the Consolidated First Lien Leverage
Ratio at any time (i) from the Fourth Amendment Effective Date through June 30,
2010 to be greater than 2.50 to 1.00 and (ii) after June 30, 2010 to be greater
than 2.25 to 1.00.
 
 (w)           Section
7.15 of the Existing Credit Agreement is amended by inserting the following at
the end thereof:
 
 Notwithstanding
the foregoing clauses (a) through (g) of this Section 7.15,
Holdings and the Borrower shall not, nor shall they permit any Subsidiary to,
directly or indirectly prepay, redeem, purchase, defease or otherwise satisfy
prior to the scheduled maturity thereof in any manner, or make any payment in
violation of the Intercreditor Agreement with respect to, any Indebtedness
evidenced by the Second Lien Notes.
 
 (x)           Section
7.16 of the Existing Credit Agreement is amended and restated in its entirety as
follows:
 
 7.16           Amendment,
Etc. of Related Documents and Indebtedness.(a) Cancel or terminate
any Tender Offer Documents, Subordinated Notes Documents or Second Lien Notes
Documents or consent to or accept any cancellation or termination thereof,
except, in the case of the Subordinated Notes Documents, in connection with any
transaction permitted under Section 7.15(d),
(b) cancel or terminate any Material Contract or consent to or accept any
cancellation or termination thereof, unless the cancellation or termination
thereof could not reasonably be expected to have a Material Adverse Effect,
(c) amend, modify or change in any manner any term or condition of any
Tender Offer Documents, Subordinated Notes Documents or Second Lien Notes
Documents or give any consent, waiver or approval thereunder that, in any such
case, could impair the rights and remedies of the Secured Parties under the Loan
Documents or otherwise result in a Material Adverse Effect, (d) amend,
modify or change in any manner any term or condition of any Material Contract or
give any consent, waiver or approval thereunder unless such amendment,
modification or change could not reasonably be expected to have a Material
Adverse Effect,
 13
 
 (e) [intentionally
omitted], (f) waive any material default or any breach of any material term
or condition of any Material Contract, (g) take any other action in
connection with any Related Document that would impair in any material respect
the value of the interest or rights of any Loan Party thereunder or that would
impair the rights or interests of the Administrative Agent or any Lender or
(h) amend, modify or change in any manner any term or condition of any
Indebtedness set forth in Schedule 7.02, except
for any refinancing, refunding, renewal or extension thereof permitted by Section
7.02(d) or Section
7.15(d) and except for any such amendment, modification or change
that could not reasonably be expected to impair the rights and remedies of the
Secured Parties under the Loan Documents or otherwise result in a Material
Adverse Effect.
 
 (y)           Section
8.01(m) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:
 
 (m)           Subordination.  (i) The
Intercreditor Agreement or the subordination provisions (the “Subordinated
Provisions”) of the Subordinated Notes Documents shall, in whole or in
part, terminate, cease to be effective or cease to be legally valid, binding and
enforceable against any holder of the Subordinated Notes or the Second Lien
Notes, in each case except pursuant to the express terms thereof; (ii) all
or any material portion of the Obligations cease to constitute “Senior Debt” and
“Designated Senior Debt” under the Subordinated Note Documents or “First Lien
Obligations” under the Second Lien Notes Documents; (iii) the Borrower or
any other Loan Party shall, directly or indirectly, disavow or contest in any
manner (A) the effectiveness, validity or enforceability of the
Intercreditor Agreement or any of the Subordination Provisions, (B) that
the Intercreditor Agreement or the Subordination Provisions exist for the
benefit of the Administrative Agent, the Lenders and the L/C Issuer,
(C) that all payments of principal of or premium and interest on the
Subordinated Notes, or realized from the liquidation of any property of any Loan
Party, shall be subject to any of the applicable Subordination Provisions; or
(D) limitations set forth in the Intercreditor Agreement upon application of
proceeds from any source to payment of principal of, or premium or interest on,
the Second Lien Notes; or (iv) any holders of the Second Lien Notes shall,
directly or indirectly, disavow or contest in any manner the effectiveness,
validity or enforceability of any material term of the Intercreditor
Agreement.
 
 (z)           The
Existing Credit Agreement is amended by attaching Exhibit O hereto
(form of Intercreditor Agreement) as Exhibit O
thereto.
 
 ARTICLE
III
 WAIVERS;
REVOLVING CREDIT COMMITMENTS
 
 3.1           Waivers.  Effective
upon the Fourth Amendment Effective Date, the undersigned Required Lenders and
Required Term Lenders hereby (a) waive compliance with Section
 
 14
 
 2.05(b)(vi)
of the Existing Credit Agreement solely with respect to the Prepayment and
consent to the application of all of the Debt Proceeds to the prepayment of the
outstanding principal amount of (i) the Term Loans (on a pro rata basis based
upon the outstanding principal amount of each Term Facility) in an amount equal
to the greater of (A) $300,000,000 and (B) the Debt Proceeds less the aggregate
outstanding principal amount of the Revolving Credit Facility as the date of
application thereof, and (ii) Revolving Credit Loans, in an amount equal to the
Debt Proceeds less the amount applicable to the Term Facilities in accordance
with the immediately preceding subclause (i), and (b) waive the requirement that
the Borrower make a mandatory prepayment under Section 2.05(b)(ii) of the
Existing Credit Agreement solely with respect to Excess Cash Flow calculated for
the fiscal year ending January 3, 2010.  The execution, delivery and
effectiveness of this Amendment or the effectiveness of the foregoing waiver
shall not operate as a waiver of any Default or Event of Default that may now or
hereafter exist or of any right, power or remedy of the Administrative Agent or
any other Secured Party under any Loan Document.
 
 3.2Commitment
Reductions.  Effective upon the Fourth Amendment Effective Date
and immediately upon the application of the Debt Proceeds to prepayment of the
outstanding principal of the Loans, Schedule 2.01 to the Existing Credit
Agreement automatically shall be replaced by the replacement Schedule 2.01
attached hereto and the Revolving Credit Commitments shall be automatically
reduced on a pro rata basis as set forth on such revised Schedule
2.01.
 
 ARTICLE
IV
 CONDITIONS
TO EFFECTIVENESS
 
 4.1           Closing
Conditions.This Amendment
shall become effective only upon satisfaction of the following conditions
precedent (in form and substance reasonably acceptable to the Administrative
Agent) (the first date upon which each such condition has been satisfied being
herein called the “Fourth Amendment Effective
Date”):
 
 (a)           Executed
Amendment.  The Administrative Agent or its counsel shall have
received a copy of this Amendment duly executed by each of the Borrower,
Holdings, the Required Lenders, the Required Term Lenders (with respect to the
amendments in Sections
2.1(i) and 2.1(j) hereof and the
waivers set forth in Article III hereof)
and the Administrative Agent (the date that all such signatures are delivered,
the “Execution
Date”).
  (b)           Executed Guarantor
Consent.  The Administrative Agent or its counsel shall have
received a consent with respect to this Amendment executed by each
Guarantor.
  (c)           Second Lien Notes
Indebtedness.  The Borrower shall have certified in writing
that (i) the issuance of Indebtedness pursuant to the Second Lien Notes
Documents in an aggregate principal amount of not less than $350,000,000 shall
have been consummated, or shall be consummated simultaneously with the Fourth
Amendment Effective Date, in compliance therewith and with the terms and
conditions of the Credit Agreement (such consummation, the “Second Lien Notes
Consummation”) and (ii) the representations and warranties set forth
in
  
 15
 
 Section 5.2 hereof
are and shall be true and correct on and as of the Fourth Amendment Effective
Date.
  (d)           Credit Agreement
Schedules.  The Administrative Agent or its counsel shall have
received the schedule supplements required to be delivered within 45 days after
the end of each fiscal year of the Borrower under Section 6.02(j) of the Credit
Agreement, current as of the Fourth Amendment Effective Date, which schedule
supplements shall replace and supersede the corresponding existing schedules to
the Existing Credit Agreement and the Security Agreement, as
applicable.
  (e)           Intercreditor
Agreement.  In connection with intended issuance of the Second
Lien Notes, the Administrative Agent or its counsel shall have received a fully
executed copy of the Intercreditor Agreement, substantially in the form of Exhibit O
hereto.
  (f)           Authorization
Documents.  The Administrative Agent or its counsel shall have
received such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of the Borrower
as the Administrative Agent may require evidencing the identity, authority and
capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Amendment.
  (g)           Corporate
Documents.  The Administrative Agent or its counsel shall have
received such documents and certifications as the Administrative Agent may
reasonably require to evidence that each of Holdings and the Borrower is duly
organized or formed and is validly existing, in good standing and qualified to
engage in business in each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.
  (h)           Legal
Opinions.  The Administrative Agent shall have received
favorable opinions of Timothy Davis, Esq., General Counsel of Holdings, and
Hughes Hubbard & Reed LLP, special New York counsel to Holdings and the
Borrower, in each case in form and substance satisfactory to the Administrative
Agent and its counsel.
  (i)           Fees and
Expenses.  On or before the Fourth Amendment Effective Date,
the Lenders and the Administrative Agent shall have received all fees required
to be paid on or before such date, and the Administrative Agent shall have
received reimbursement of all reasonable and documented out-of-pocket expenses
of the Administrative Agent payable by the Borrower in connection with this
Amendment and the transactions contemplated hereunder, to the extent invoiced
prior to the Execution Date.
  (j)           Miscellaneous.  All
other documents and legal matters in connection with the transactions
contemplated by this Amendment shall be reasonably satisfactory in form and
substance to the Administrative Agent and its counsel.
  
 16
 ARTICLE
V
 MISCELLANEOUS
 5.1           Amended
Terms.  On and after the Fourth Amendment Effective Date, (a)
each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Existing Credit Agreement
shall mean and be a reference to the Existing Credit Agreement as amended by
this Amendment, and (b) each reference in any other Loan Document to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Existing Credit Agreement shall mean and be a reference to the Existing Credit
Agreement as amended by this Amendment.  Except as specifically
amended hereby or otherwise agreed, the Existing Credit Agreement is hereby
ratified and confirmed and shall remain in full force and effect according to
its terms.
 
 5.2           Representations
and Warranties of the Borrower and Holdings. Each of the Borrower and
Holdings represents and warrants as follows as of the Fourth Amendment Effective
Date:
 
 (a)           It
has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.
 
 (b)           This
Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable in accordance
with its terms, except as such enforceability may be subject to
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors’ rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
 
 (c)           No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by such
Person of this Amendment, except for such consents, approvals, authorizations,
orders, filings, registrations and qualifications that have been duly obtained,
taken, given or made and are in full force and effect.
 
 (d)           After
giving effect to this Amendment and immediately before and after the Second Lien
Notes Consummation, the representations and warranties set forth in Article V of
the Credit Agreement are true and correct in all material respects except (i)
for those which expressly relate to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, (ii) that the
representations and warranties contained in clauses (a) and (b) of Section 5.05
of the Credit Agreement shall be deemed to refer to the most recent financial
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01 of the Credit Agreement and (iii) that references to Credit Agreement
schedules shall be deemed to refer to the most updated supplements to the
schedules furnished pursuant to Section 4.1(d)
hereof.
 
 17
 
 
 (e)           After
giving effect to this Amendment and immediately before and after the Second Lien
Notes Consummation, no event has occurred and is continuing which constitutes a
Default.
 
 (f)           The
provisions of the Collateral Documents continue to create in favor of the
Administrative Agent for the benefit of the Secured Parties a legal, valid and
enforceable first priority Lien (subject to Liens permitted by Section 7.01 of
the Credit Agreement) on all right, title and interest of the respective Loan
Parties in the Collateral described therein.  Except for filings and
recordings completed prior to the Fourth Amendment Effective Date and as
contemplated by the Collateral Documents, no filing or other action will be
necessary to perfect or protect such Liens.
 
 (g)           Except
as specifically provided in the Credit Agreement (as amended by this Amendment),
the Obligations are not reduced or modified by this Amendment and are not
subject to any offsets, defenses or counterclaims.
 
 5.3           Reaffirmation
of Obligations.  Each of the Borrower and Holdings hereby
ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is
bound by all terms of the Credit Agreement applicable to it and (b) that it is
responsible for the observance and full performance of its respective
Obligations.  Holdings hereby acknowledges and reaffirms its
obligations under Article X of the Credit Agreement.
 
 5.4           Loan
Document.This Amendment
shall constitute a Loan Document under the terms of the Credit
Agreement.
 
 5.5           Further
Assurances.  Each of the
Borrower and Holdings agrees to promptly take such action, upon the reasonable
request of the Administrative Agent, as is necessary to carry out the intent of
this Amendment.
 
 5.6           Fees and
Expenses.  The Borrower
agrees to pay all reasonable and documented out-of-pocket expenses of the
Administrative Agent in connection with this Amendment.
 
 5.7           Entirety.  This
Amendment and the other Loan Documents embody the entire agreement among the
parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.
 
 5.8           Counterparts;
Telecopy.  This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same
instrument.  Delivery of an executed counterpart to this Amendment by
telecopy, PDF or other electronic means shall be effective as an original and
shall constitute a representation that an original will be
delivered.
 
 5.9           GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
 
 18
 
 LAWS
OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).
 
 5.10           Successors
and Assigns.This Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
 
 5.11           Consent
to Jurisdiction; Service of Process; Waiver of Jury Trial.The jurisdiction,
services of process and waiver of jury trial provisions set forth in Sections
11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference,
mutatis
mutandis.
 
 [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
 
 19
 
 IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed on the date first
above written.
 BORROWER:
                CENVEO
      CORPORATION,a
      Delaware corporationBy: /s/ Mark
      S. HiltweinName:
      Mark S. HiltweinTitle:  
      Chief Financial OfficerHOLDINGS:
                CENVEO,
      INC.,a
      Colorado corporationBy: /s/ Mark
      S. HiltweinName:
      Mark S. HiltweinTitle:  
      Chief Financial Officer
  
 Signature
Page
 Fourth
Amendment to Credit Agreement
  ADMINISTRATIVE
      AGENT:
                BANK OF AMERICA,
      N.A.,as
      Administrative AgentBy:
      /s/Antonikia
      ThomasName:
      Antonikia (Toni) ThomasTitle:  
      Assistant Vice President
 
 
 Signature
Page
 Fourth
Amendment to Credit Agreement
  LENDERS:
                  BANK OF AMERICA,
      N.A.,as
      a Lender, L/C Issuer and Swing Line LenderBy:
      /s/Lisa
      WebsterName:
      Lisa WebsterTitle:  
      Senior Vice President
 
 Signature
Page
 Fourth
Amendment to Credit Agreement