CENVEO CORPORATION


(as successor to Cadmus Communications Corporation)
 
 the SUBSIDIARY GUARANTORS named in Schedule I hereto
 
 and
 
 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee
  
 TENTH SUPPLEMENTAL INDENTURE
 Supplementing the Indenture of June 15, 2004
 
  Dated as of December 21, 2010
 
 83⁄8% SENIOR SUBORDINATED NOTES DUE 2014
 
 
 
 
  
  THIS TENTH SUPPLEMENTAL INDENTURE, dated as of December 21, 2010 (this “Supplemental Indenture”), is among Cenveo Corporation, a Delaware corporation (as successor to Cadmus Communications Corporation, a Virginia corporation) (the “Company”), the Subsidiary Guarantors (as defined herein) listed on Schedule I hereto (each a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), and U.S. Bank National Association (successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”).
  WHEREAS, in connection with the issuance by the Company of its 83⁄8% Senior Subordinated Notes due 2014 (the “Notes”), in the aggregate principal amount of $125,000,000, the Company, certain Subsidiary Guarantors and the Trustee entered into an indenture dated as of June 15, 2004 (as supplemented by the First Supplemental Indenture dated as of March 1, 2005, the Second Supplemental Indenture dated as of May 19, 2006, the Third Supplemental Indenture and Amendment to Subsidiary Guarantee 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 November 7, 2007, the Seventh Supplemental Indenture dated as of April 16, 2008, the Eighth Supplemental Indenture dated as of August 20, 2008 and the Ninth Supplemental Indenture dated as of October 15, 2009, the “Indenture”; capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Indenture); and
  WHEREAS, Section 9.01(6) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes to comply with Sections 4.19(A) and 4.19(C) of the Indenture; and
  WHEREAS, pursuant to Section 4.19(A) of the Indenture, the Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company, unless such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Subsidiary Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of or pledge to secure such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Subsidiary Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt; and
  WHEREAS, the Company and each Subsidiary Guarantor has authorized the execution and delivery of this Supplemental Indenture; and
  WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Subsidiary 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 4.19(A) and Article Nine of the Indenture, the Company agrees with the Subsidiary Guarantors and the Trustee as follows:
  
 
  ARTICLE 1.
 JOINDER AND ASSUMPTION TO THE INDENTURE
 
  SECTION 1.01.
ADDITION OF SUBSIDIARY 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 assumes and agrees to perform all obligations and covenants of a Subsidiary Guarantor under the Indenture, and agrees that it hereby shall become a Subsidiary Guarantor under and for all purposes of the Indenture with all the rights and obligations of a Subsidiary Guarantor thereunder.
  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 Supplemental Indenture is effective when executed (the “Operative Date”).
  SECTION 2.02.
COUNTERPART ORIGINALS
  The parties may sign any number of copies of this 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 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 Supplemental Indenture.
  
  
  
  IN WITNESS WHEREOF, the parties hereto have caused this 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
 (successor trustee to Wachovia Bank, National Association), as Trustee
  By:           /s/ Susan Freedman
 Name:      Susan Freedman
 Title:        Vice President
    TENTH SUPPLEMENTAL INDENTURE (CADMUS)
  SCHEDULE I
 
 SCHEDULE OF SUBSIDIARY GUARANTORS
 
 DISCOUNT LABELS, LLC
 CENVEO GOVERNMENT PRINTING, INC.
 CENVEO SERVICES, LLC
 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, INC.
 CENVEO CEM, LLC
  
 CENVEO, INC.
 CNMW INVESTMENTS, INC.
 CENVEO ALBERTA FINANCE LIMITED PARTNERSHIP
 CENVEO MCLAREN MORRIS AND TODD COMPANY
 REX CORPORATION
 136 EASTPORT ROAD, LLC
 LIGHTNING LABELS, LLC
 NASHUA CORPORATION
 NASHUA INTERNATIONAL, INC.
 CMS GILBRETH PACKAGING SYSTEMS, INC.
 IMPAXX, INC