Attached files
| file | filename |
|---|---|
| 10-K - CENVEO, INC | cenveo10k.htm |
| EX-4.28 - CENVEO, INC | ex4p28.htm |
| EX-32.1 - CENVEO, INC | ex32p1.htm |
| EX-4.20 - CENVEO, INC | ex4p20.htm |
| EX-31.2 - CENVEO, INC | ex31p2.htm |
| EX-31.1 - CENVEO, INC | ex31p1.htm |
| EX-21.1 - CENVEO, INC | ex21p1.htm |
| EX-32.2 - CENVEO, INC | ex32p2.htm |
| EX-4.25 - CENVEO, INC | ex4p25.htm |
| EX-23.1 - CENVEO, INC | ex23p1.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
7⅞% 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 7⅞% 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
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SECTION 1.01.
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ADDITIONAL GUARANTORS
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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
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SECTION 2.01.
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OPERATIVE DATE
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This Ninth Supplemental Indenture is effective when executed (the “Operative Date”).
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SECTION 2.02.
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COUNTERPART ORIGINALS
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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.
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SECTION 2.03.
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GOVERNING LAW
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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.
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SECTION 2.04.
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TRUSTEE’S DISCLAIMER
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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 7⅞% 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.
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RX JV Holding, Inc.
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PC Ink Corp.
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Printegra Corporation
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Cadmus Printing Group, Inc.
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Washburn Graphics, Inc.
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Cadmus Journal Services, Inc.
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Cadmus Financial Distribution, Inc.
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Cadmus Technology Solutions, Inc.
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Garamond/Pridemark Press, Inc.
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Cadmus Delaware, Inc.
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Cadmus UK, Inc.
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Expert Graphics, Inc.
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Cadmus Marketing Group, Inc.
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Cadmus Direct Marketing, Inc.
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Cadmus Interactive, Inc.
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Cadmus Marketing, Inc.
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Cadmus/O’Keefe Marketing, Inc.
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Old TSI, Inc.
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Cadmus Investments, LLC
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Port City Press, Inc.
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Science Craftsman Incorporated
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Cadmus International Holdings, Inc.
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CDMS Management, LLC,
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Vaughan Printers Inc.
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VSUB Holding Company
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Madison/Graham ColorGraphics, Inc.
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Madison/Graham ColorGraphics Interstate Services, Inc.
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Commercial Envelope Manufacturing Co., Inc.
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Berlin & Jones Co., LLC
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Heinrich Envelope, LLC
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Cenveo CEM, LLC
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Cenveo CEM, Inc.
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CNMW Investments, Inc.
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Rex Corporation
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136 Eastport Road, LLC
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Lightning Labels, LLC
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Nashua Corporation
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Nashua International, Inc.
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CMS Gilbreth Packaging Systems, Inc.
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Impaxx, Inc.
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