8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 5, 2012

CENVEO, INC.

(Exact Name of Registrant as Specified in Charter)

Colorado	1-12551	84-1250533
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Canterbury Green, 201 Broad Street, Stamford, CT	06901
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:  (203) 595−3000

Not Applicable

Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

[ ] Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

[ ] Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

Item 1.01.      Entry into a Material Definitive Agreement

On June 5, 2012, Cenveo Corporation (the “Company”), a wholly-owned subsidiary of Cenveo, Inc. (“Cenveo”), entered into an agreement (the “Credit Agreement Supplement”) with Cenveo, Bank of America, N.A., as administrative agent, and Bank of America, N.A., as incremental term loan lender, that provides for $65 million aggregate principal amount of an additional term loan (the “Loan”) under its senior secured credit agreement (the “Credit Agreement”).  The terms of the Loan are identical to the terms of the existing term loan under the Credit Agreement.  The Loan is expected to close this week.

Simultaneously, the Company entered into an amendment (“Amendment No. 3”) to the Credit Agreement with Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and a syndicate of lenders, which also is expected to close this week.  Amendment No. 3 allows the Company to repurchase up to $135 million of its senior subordinated notes due December 2013 (the “Subordinated Notes”), subject to maintaining certain liquidity thresholds and other customary conditions.  Amendment No. 3 also delays a step down in the maximum first lien leverage ratio covenant to 2.25x from 2.50x until the first quarter of 2013, increases the interest rate margins under the Credit Agreement by 0.375%, and provides for an additional mandatory prepayment if the Company and its subsidiaries have balances of cash and cash equivalents that exceed certain thresholds.  Proceeds from the Loan will initially be used to repay outstanding revolving credit borrowings under the Credit Agreement and to pay fees and expenses, which will free up capacity under the revolving credit facility to refinance the Subordinated Notes.

The foregoing summary descriptions of the Credit Agreement Supplement and Amendment No. 3 and the transactions contemplated thereby are not intended to be complete and are qualified in their entirety by the complete text of the Credit Agreement Supplement and Amendment No. 3 attached as Exhibit 10.1 and 10.2, respectively, to this report.

On June 5, 2012, Cenveo issued a press release relating to the foregoing.  A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

Item 8.01.     Other Events

On June 8, 2012, Cenveo issued a press release announcing the extension of the exchange offer deadline in connection with the Company’s offer to exchange up to $225,000,000 of its unregistered 11½% Senior Notes due 2017 for 11½% Senior Notes due 2017 registered under the Securities Act of 1933, as amended, to 5:00 p.m., New York City time, on June 15, 2012, unless further extended.  A copy of the press release is attached as Exhibit 99.2 to this report and incorporated by reference herein.

Item 9.01.      Financial Statements and Exhibits

(d) Exhibits.

Exhibit

NumberDescription

10.1                      Credit Agreement Supplement dated June 5, 2012

10.2                      Amendment No. 3 to Credit Agreement dated June 5, 2012

99.1                      Press release of Cenveo, Inc. dated June 5, 2012

99.2                      Press release of Cenveo, Inc. dated June 8, 2012

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Forward-Looking Statements

Statements made in this Current Report on Form 8-K, other than those concerning historical financial information, may be considered “forward-looking statements,” which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements. Such statements speak only as of the date of this Current Report on Form 8-K, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from management’s expectations include, without limitation: (i) the recent United States and global economic conditions, which have adversely affected us and could continue to do so; (ii) our substantial level of indebtedness, which could impair our financial condition and prevent us from fulfilling our business obligations; (iii) our ability to service or refinance our debt; (iv) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (v) additional borrowings that are available to us could further exacerbate our risk exposure from debt; (vi) our ability to successfully integrate acquired businesses into our business; (vii) a decline of our consolidated profitability or profitability within one of our individual reporting units could result in the impairment of our assets, including goodwill, other long-lived assets and deferred tax assets; (viii) intense competition and fragmentation in our industry; (ix) the general absence of long-term customer agreements in our industry, subjecting our business to quarterly and cyclical fluctuations; (x) factors affecting the United States postal services impacting demand for our products; (xi) the availability of the internet and other electronic media may adversely affect our business; (xii) increases in paper costs and decreases in the availability of raw materials; (xiii) our labor relations; (xiv) our compliance with environmental laws; (xv) our dependence on key management personnel; (xvi) our dependence upon information technology systems; (xvii) our international operations and the risks associated with operating outside of the United States, and (xviii) the absence of assurances that events will not occur that would interfere with the consummation of the transactions above or the availability of cash to consummate the refinancing of outstanding indebtedness. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact our business. Additional information regarding these and other factors can be found in Cenveo, Inc.’s periodic filings with the SEC, which are available at www.cenveo.com.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 8, 2012

CENVEO, INC.
By:	/s/ Mark S. Hiltwein
	Mark S. Hiltwein
	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit

NumberDescription

10.1                      Credit Agreement Supplement dated June 5, 2012

10.2                      Amendment No. 3 to Credit Agreement dated June 5, 2012

99.1                      Press release of Cenveo, Inc. dated June 5, 2012

99.2                      Press release of Cenveo, Inc. dated June 8, 2012

EX-10.1

 Exhibit 10.1

CREDIT AGREEMENT SUPPLEMENT

CREDIT AGREEMENT SUPPLEMENT, dated as of June 5, 2012 (this “Credit Agreement Supplement”), by and among CENVEO CORPORATION, a Delaware corporation (the “Borrower”), CENVEO, INC., a Colorado corporation, BANK OF AMERICA, N.A., as Administrative Agent (“Administrative Agent”) under the Credit Agreement (as defined below), each Incremental Term Loan Lender (as defined below) and each of the other Loan Parties that is a party hereto.

RECITALS:

WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of December 21, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Cenveo, Inc., a Colorado corporation, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);

WHEREAS, the Borrower has hereby notified the Administrative Agent that it is requesting an increase to the Term B Facility pursuant to Section 2.14(a) of the Credit Agreement;

WHEREAS, pursuant to Section 2.14(c) of the Credit Agreement, the Borrower may obtain incremental term loan commitments to increase any existing Term Facility by, among other things, entering into a Credit Agreement Supplement in accordance with the terms and conditions of the Credit Agreement;

WHEREAS, the Borrower has requested an increase in the Term B Facility in an aggregate principal amount of $65,000,000 (the “Incremental Term Loans” and the commitments relating thereto, the “Incremental Term Loan Commitments”); and

WHEREAS, the Persons party to this Credit Agreement Supplement as lenders with respect to the Incremental Term Loans (such Persons and any assignees thereof, the “Incremental Term Loan Lenders”) have indicated their willingness to lend such Incremental Term Loans on the terms and subject to the conditions herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Subject to the terms and conditions set forth herein, each Incremental Term Loan Lender severally agrees to make Incremental Term Loans to the Borrower on the Term Facility Increase Effective Date (as defined below) in the amount of such Incremental Term Loan Lender’s Incremental Term Loan Commitment as set forth on Schedule A.  Pursuant to Section 2.14(f)(i) of the Credit Agreement, the Incremental Term Loans shall be Term B Loans for all purposes under the Credit Agreement and each other Loan

Document and shall have terms identical to the Term B Loans outstanding under the Credit Agreement immediately prior to the date hereof (the “Existing Term B Loans” and, together with the Incremental Term Loans, the “Term B Loans”), which shall include among other things the following terms:

1.   Amortization and Maturity Date.  Pursuant to Section 2.14(d) of the Credit Agreement, Section 2.07(a) of the Credit Agreement shall be deemed amended to increase the remaining unpaid installments of principal outstanding under the Term B Facility by an aggregate amount equal to the principal amount of the Incremental Term Loans, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Facility Increase Effective Date.

2.   Credit Agreement Governs.  The Incremental Term Loans shall have identical terms as the Existing Term B Loans and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents, each reference to a “Term B Loan” or “Term B Loans” in the Credit Agreement shall be deemed to include the Incremental Term Loans and other related terms will have correlative meanings mutatis mutandis.

3.   Conditions to Effectiveness.  This Credit Agreement Supplement shall become effective on June 8, 2012 (the “Term Facility Increase Effective Date”) when:

     (i)   this Credit Agreement Supplement shall have been executed and delivered by the Borrower, the other Loan Parties, each Incremental Term Loan Lender party hereto and the Administrative Agent;

     (ii)   the Administrative Agent shall have received evidence, including UCC, tax and judgment lien searches from the jurisdiction of formation and/or jurisdiction of the chief executive office, as applicable, of each Loan Party, that none of the Collateral is subject to any Liens (in each case other than Permitted Liens);

     (iii)   the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that: (a) each of the conditions set forth in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied (provided, for the avoidance of doubt that the conditions set forth in Section 4.02(c) of the Credit Agreement must be satisfied before any Credit Extension with respect to the Incremental Term Loans), (b) no Default has occurred and is continuing or would result from the Borrowings to be made on the Term Facility Increase Effective Date and (c) after giving effect to the Borrowings of the Incremental Term Loans to be made on the Term Facility Increase Effective Date, (A) the Borrower is in compliance with each of the covenants set forth in Section 7.11 of the Credit Agreement on a Pro Forma Basis and (B) Total Outstandings plus the aggregate unused Revolving Credit Commitments do not exceed the Maximum First Lien Principal Indebtedness (as defined in the Intercreditor Agreement);

     (iv)   the Administrative Agent’s receipt of certified copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to

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execute and deliver this Credit Agreement Supplement and the other documents contemplated hereby;

     (v)   the Administrative Agent’s receipt of (a) certificates attesting to the Solvency of each Loan Party before and after giving effect to the incurrence of the Incremental Term Loans, from its chief financial officer, and (b) a certificate of a Responsible Officer of each Loan Party either (x) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Credit Agreement Supplement and the other documents contemplated hereby, and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required;

     (vi)   all fees and reasonable and documented out-of-pocket expenses of the Administrative Agent and Bank of America, N.A. (the “Arranger”), including  all reasonable and documented fees and expenses of counsel to the Administrative Agent and the Arranger, shall have been paid or reimbursed, on or prior to the date hereof;

     (vii)   the Administrative Agent’s receipt of (a) a favorable opinion of Ian R. Scheinmann, Esq., Vice President, Legal Affairs of Holdings, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request and (b) a favorable opinion of Hughes Hubbard & Reed LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request; and

     (viii)   to the extent any Incremental Term Loan Lender is an Additional Term Lender (as defined in Section 2.14(b) of the Credit Agreement), the Administrative Agent’s receipt of a joinder agreement in the form of Exhibit L to the Credit Agreement.

4.   Representations and Warranties.  By its execution of this Credit Agreement Supplement, the Borrower hereby represents and warrants that:

     (i)   the execution, delivery and performance by each Loan Party of this Credit Agreement Supplement have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of such Loan Party’s Organization Documents; (b) conflict with or result in any breach or contravention of, or result in the creation of any Lien under (i) any Contractual Obligation to which such Loan Party is a party or binding upon such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such

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Loan Party or its property is subject; or (c) violate any Law, except in each case referred to in the foregoing clauses (b) and (c), to the extent that such conflict, breach, contravention or violation could not reasonably be expected to have a Material Adverse Effect; and

     (ii)   no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Credit Agreement Supplement, or for the Borrowing of the Incremental Term Loans, except for (a) filings and recordings necessary to perfect Liens created under the Collateral Documents, and (b) such authorizations, approvals, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect.

5.   Use of Proceeds.  The Borrower covenants and agrees that it will use the proceeds of the Incremental Term Loans to repay Revolving Credit Loans and to pay fees and expenses relating thereto and to this Credit Agreement Supplement.

6.   Term Facility Increase Request. By its execution of this Credit Agreement Supplement, the Borrower hereby delivers and the Administrative Agent hereby acknowledges receipt of this Credit Agreement Supplement as a Term Facility Increase Notice pursuant to Section 2.14(a) of the Credit Agreement.

7.   Acknowledgments.  Each Loan Party hereby expressly acknowledges the terms of this Credit Agreement Supplement and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Credit Agreement Supplement and the transactions contemplated hereby and (ii) its guarantee of the Obligations (including, without limitation, the Incremental Term Loans) under the Collateral Documents and its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the Incremental Term Loans) pursuant to the Collateral Documents.

8.   Amendment, Modification and Waiver.  This Credit Agreement Supplement may not be amended, modified or waived except in accordance with Section 11.01 of the Credit Agreement.

9.   Liens Unimpaired.  After giving effect to this Credit Agreement Supplement, neither the modification of the Credit Agreement effected pursuant to this Credit Agreement Supplement nor the execution, delivery, performance or effectiveness of this Credit Agreement Supplement:

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     (a)   impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or

     (b)   requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

10. Syndication Agent.  General Electric Capital Corporation shall be Syndication Agent with respect to the Incremental Term Loans hereunder.

11.   Entire Agreement.  This Credit Agreement Supplement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof.  Except as expressly set forth herein, this Credit Agreement Supplement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended hereby and that this Credit Agreement Supplement is a Loan Document.

12.   GOVERNING LAW.  THIS CREDIT AGREEMENT SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  SECTIONS 11.14 AND 11.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS CREDIT AGREEMENT SUPPLEMENT AND SHALL APPLY HERETO.

13.   Severability.  If any provision of this Credit Agreement Supplement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Credit Agreement Supplement shall not be affected or impaired thereby.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.   Counterparts.  This Credit Agreement Supplement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Credit Agreement Supplement shall be effective as delivery of an original executed counterpart of this Credit Agreement Supplement.

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Credit Agreement Supplement as of the date first written above.

BANK OF AMERICA, N.A.,     as Administrative Agent
By:	/s/ Paley Chen
	Name:	Paley Chen
	Title:	Vice President

[Credit Agreement Supplement]

BANK OF AMERICA, N.A.,     as Incremental Term Loan Lender
By:	/s/ Lisa M. Webster
	Name:	Lisa M. Webster
	Title:	Director

[Credit Agreement Supplement]

CENVEO CORPORATION
By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

CENVEO, INC.
By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

[Credit Agreement Supplement]

AGREED AND ACCEPTED:

CENVEO COMMERCIAL OHIO, LLC, a Colorado limited liability company

CNMW INVESTMENTS, INC., a Delaware corporation

CENVEO GOVERNMENT PRINTING, INC., a Colorado corporation

CENVEO SERVICES, LLC, a Colorado limited liability company

DISCOUNT LABELS, LLC, an Indiana limited liability company

CENVEO OMEMEE LLC, a Delaware limited liability company

COLORHOUSE CHINA, INC., a Colorado corporation

RX JV HOLDING, INC., a Delaware corporation

CRX JV, LLC, a Delaware limited liability company

CRX HOLDING, INC., a Delaware corporation

RX TECHNOLOGY CORP., a Delaware corporation

CADMUS PRINTING GROUP, INC., a Virginia corporation

CADMUS FINANCIAL DISTRIBUTION, INC.  a Virginia corporation

CADMUS TECHNOLOGY SOLUTIONS, INC., a Virginia corporation

GARAMOND/PRIDEMARK PRESS, INC., a Maryland corporation

WASHBURN GRAPHICS, INC., a North Carolina corporation

CADMUS JOURNAL SERVICES, INC., a Virginia corporation

CADMUS DELAWARE, INC., a Delaware corporation

CADMUS UK, INC., a Virginia corporation

EXPERT GRAPHICS, INC., a Virginia corporation

CADMUS MARKETING GROUP, INC., a Virginia corporation

CADMUS DIRECT MARKETING, INC. , a North Carolina corporation

CADMUS INTERACTIVE, INC., a Georgia corporation

CADMUS MARKETING, INC., a Virginia corporation

CADMUS/O’KEEFE MARKETING, INC., a Virginia corporation

OLD TSI, INC., a Georgia corporation

CADMUS INVESTMENTS, LLC, a Delaware limited liability company

PORT CITY PRESS, INC., a Maryland corporation

SCIENCE CRAFTSMAN INCORPORATED, a New York corporation

CADMUS INTERNATIONAL HOLDINGS, INC., a Virginia corporation

CDMS MANAGEMENT, LLC, a Delaware limited liability company

MADISON/GRAHAM COLORGRAPHICS, INC., a California corporation

PC INK CORP., a Delaware corporation

CENVEO NIC, INC. (formerly known as Printegra Corporation), a Georgia corporation

VSUB HOLDING COMPANY, a Virginia corporation

VAUGHAN PRINTERS INCORPORATED, a Florida corporation

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

[Credit Agreement Supplement]

MADISON/GRAHAM COLORGRAPHICS  INTERSTATE SERVICES, INC.,

a California corporation

COMMERCIAL ENVELOPE MANUFACTURING CO. INC., a New York corporation

CENVEO CEM, INC., a Delaware corporation

CENVEO CEM, LLC, a Delaware limited liability company

REX 2010, LLC, a Florida limited liability company

136 EASTPORT ROAD, LLC, a Delaware limited liability company

LIGHTNING LABELS, LLC, a Delaware limited liability company

NASHUA CORPORATION, a Massachusetts corporation

NASHUA INTERNATIONAL, INC., a Delaware corporation

IMPAXX, INC., a Delaware corporation

CMS GILBRETH PACKAGING SYSTEMS, INC., a Delaware corporation

ENVELOPE PRODUCT GROUP, LLC, a Delaware limited liability company

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

[Credit Agreement Supplement]

SCHEDULE A

to CREDIT AGREEMENT SUPPLEMENT

Name of New Loan Lender	Type of Commitment	Amount
BANK OF AMERICA, N.A.	Incremental Term Loan Commitment	$65,000,000

[Joinder Agreement]

EX-10.2

Exhibit 10.2

AMENDMENT NO. 3

AMENDMENT NO. 3 (this “Amendment”), dated as of June 5, 2012, to that certain AMENDED AND RESTATED CREDIT AGREEMENT entered into as of December 21, 2010 and amended by Amendment No. 1 dated as of October 28, 2011 and further amended by Amendment No. 2 dated as of February 3, 2012 (as so amended, the “Credit Agreement”), among CENVEO CORPORATION, a Delaware corporation (the “Borrower”), CENVEO, INC., a Colorado corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

W I T N E S S E T H :

WHEREAS, pursuant to Section 11.01 of the Credit Agreement the Borrower and the Required Lenders desire to amend the Credit Agreement as set forth in Section One below.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE - Amendments.  Subject to the satisfaction of the conditions set forth in Section Two hereof:

a.   Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in proper alphabetical order:

“Amendment No. 3 Effective Date” means the date on which Amendment No. 3, dated as of June 5, 2012, to this Agreement shall have become effective in accordance with its terms (which date is expected to be June 8, 2012).

b.   Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Applicable Rate” as follows:

“Applicable Rate” means, in respect of each Facility, (a) 5.125% with respect to Eurodollar Rate Loans and Letters of Credit and (b) 4.125% with respect to Base Rate Loans.

c.   Section 1.01 of the Credit Agreement is hereby amended by adding to the parenthetical at the end of the definition of “Excess Cash Flow” immediately after “Section 7.15(d)” the words “or Section 7.15(j)”.

d.   Section 2.05(b) of the Credit Agreement is hereby amended by adding at the end of such Section a new section (viii) as follows:

“(viii) Cash.  If at any time that there are Revolving Credit Loans, Swing Line Loans or L/C Borrowings outstanding, (x) the Loan Parties, collectively,

have more than $10,000,000 in cash or Cash Equivalents for five consecutive Business Days or (y) the  Subsidiaries that are not Loan Parties, collectively, have more than $10,000,000 in cash or Cash Equivalents for ten consecutive Business Days, in each case, on the next Business Day after such fifth or tenth consecutive Business Day, as the case may be, the Borrower shall immediately prepay the L/C Borrowings, Revolving Credit Loans or Swing Line Loans in accordance with Section 2.05(b)(vii) using an aggregate amount of cash equal to such excess; provided that after the payment in full of all Revolving Credit Loans and Swing Line Loans the Borrower shall not be required to Cash Collateralize the L/C Obligations solely as a result of this Section 2.05(b)(viii).”

e.   Section 2.05(e) of the Credit Agreement is hereby amended by replacing the words “first anniversary of the Amendment and Restatement Effective Date” with “date that is six months after the Amendment No. 3 Effective Date.”

f.   Section 7.11(c) of the Credit Agreement is hereby amended by replacing the table in such Section with the following:

Period	Maximum Consolidated Leverage Ratio
Q4 2010 – Q4 2012	2.50 to 1.00
Q1 2013 and thereafter	2.25 to 1.00

g.   Section 7.15 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (h) thereof, (ii) replacing the period at the end of clause (i) thereof with “; and”, and (iii) adding a new clause (j) at the end of such Section as follows:

“(j)           in addition to any prepayment, purchase, redemption, exchange or defeasance of the Subordinated Notes pursuant to subsection (d) or (i) above, the prepayment, purchase, redemption, exchange or defeasance of the Subordinated Notes in an aggregate amount not to exceed $135,000,000 so long as (A) immediately before and after giving effect to any such prepayment, purchase, redemption, exchange or defeasance, (x) no Default shall have occurred and be continuing and (y) Holdings and its Subsidiaries shall be in compliance with all of the covenants set forth in Section 7.11 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, (B) no Term Loans shall be applied to such prepayment, purchase, redemption, exchange or defeasance, (C) after giving effect to such repayment, purchase, redemption, exchange or defeasance, the sum of (x) the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties plus (y) the unutilized portion of the Revolving Credit Commitments, shall not be less than $25,000,000, (D) no more than

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$65,000,000 of internally-generated cash used to prepay, purchase, redeem, exchange or defease the Subordinated Notes shall reduce the calculation of Excess Cash Flow pursuant to clause (viii) of the definition thereof, (E) any Subordinated Notes prepaid, purchased, redeemed, exchanged or defeased pursuant to this Section 7.15(j) shall be, simultaneous with such prepayment, purchase, redemption, exchange or defeasance, permanently retired by the Borrower and (F) at the end of each month during which any prepayment, purchase, redemption, exchange of defeasance of Subordinated Notes is made pursuant to this Section 7.15(j), the Borrower shall notify the Administrative Agent in writing of the aggregate amount of Subordinated Notes so retired during such month and in the aggregate since the Amendment No. 3 Effective Date.”

SECTION TWO - Conditions to Effectiveness.  This Amendment shall become effective when, and only when, (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Required Lenders and the Borrower and an acknowledgment of this Amendment executed by each Guarantor, (ii) the Credit Agreement Supplement among the Loan Parties, the Administrative Agent and the lenders party thereto, dated as of the date hereof, shall have become effective and (iii) all Lenders who have executed this Amendment prior to 12:00 P.M. New York City time on June 5, 2012 (including, for the avoidance of doubt, any Person who is to become a Lender under the Credit Agreement Supplement referred to in clause (ii) of this Section Two) shall have received a fee equal to 0.375% of their outstanding Revolving Credit Commitments and Term Loans.  The effectiveness of this Amendment (other than Sections Five, Six and Seven hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Three hereof.

SECTION THREE - Representations and Warranties; Covenants.  The Borrower represents and warrants to the Administrative Agent and the Lenders that both before and after giving effect to this Amendment, (x) no Default has occurred and is continuing; and (y) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document that has been furnished at any time under or in connection with any Loan Document, are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) as of such earlier date, and except that, for purposes of this Section Three, the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively.

SECTION FOUR - Reference to and Effect on the Credit Agreement.  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”,

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“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.  The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents.

SECTION FIVE - Costs, Expenses and Taxes.  The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel llp, counsel for the Administrative Agent) in accordance with the terms of Section 11.04 of the Credit Agreement.

SECTION SIX - Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION SEVEN - Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

CENVEO CORPORATION
By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	CFO

[Cenveo Amendment No. 3 Signature Page]

ACKNOWLEDGED BY:

CENVEO INC., a Colorado Corporation

CENVEO COMMERCIAL OHIO, LLC, a Colorado limited liability company

CNMW INVESTMENTS, INC., a Delaware corporation

CENVEO GOVERNMENT PRINTING, INC., a Colorado corporation

CENVEO SERVICES, LLC, a Colorado limited liability company

DISCOUNT LABELS, LLC, an Indiana limited liability company

CENVEO OMEMEE LLC, a Delaware limited liability company

COLORHOUSE CHINA, INC., a Colorado corporation

RX JV HOLDING, INC., a Delaware corporation

CRX JV, LLC, a Delaware limited liability company

CRX HOLDING, INC., a Delaware corporation

RX TECHNOLOGY CORP., a Delaware corporation

CADMUS PRINTING GROUP, INC., a Virginia corporation

CADMUS FINANCIAL DISTRIBUTION, INC.  a Virginia corporation

CADMUS TECHNOLOGY SOLUTIONS, INC., a Virginia corporation

GARAMOND/PRIDEMARK PRESS, INC., a Maryland corporation

WASHBURN GRAPHICS, INC., a North Carolina corporation

CADMUS JOURNAL SERVICES, INC., a Virginia corporation

CADMUS DELAWARE, INC., a Delaware corporation

CADMUS UK, INC., a Virginia corporation

EXPERT GRAPHICS, INC., a Virginia corporation

CADMUS MARKETING GROUP, INC., a Virginia corporation

CADMUS DIRECT MARKETING, INC. , a North Carolina corporation

CADMUS INTERACTIVE, INC., a Georgia corporation

CADMUS MARKETING, INC., a Virginia corporation

CADMUS/O’KEEFE MARKETING, INC., a Virginia corporation

OLD TSI, INC., a Georgia corporation

CADMUS INVESTMENTS, LLC, a Delaware limited liability company

PORT CITY PRESS, INC., a Maryland corporation

SCIENCE CRAFTSMAN INCORPORATED, a New York corporation

CADMUS INTERNATIONAL HOLDINGS, INC., a Virginia corporation

CDMS MANAGEMENT, LLC, a Delaware limited liability company

MADISON/GRAHAM COLORGRAPHICS, INC., a California corporation

PC INK CORP., a Delaware corporation

CENVEO NIC, INC. (formerly known as Printegra Corporation), a Georgia corporation

VSUB HOLDING COMPANY, a Virginia corporation

VAUGHAN PRINTERS INCORPORATED, a Florida corporation

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

[Cenveo Amendment No. 3 Signature Page]

MADISON/GRAHAM COLORGRAPHICS  INTERSTATE SERVICES, INC.,

a California corporation

COMMERCIAL ENVELOPE MANUFACTURING CO. INC., a New York corporation

CENVEO CEM, INC., a Delaware corporation

CENVEO CEM, LLC, a Delaware limited liability company

REX 2010, LLC, a Florida limited liability company

136 EASTPORT ROAD, LLC, a Delaware limited liability company

LIGHTNING LABELS, LLC, a Delaware limited liability company

NASHUA CORPORATION, a Massachusetts corporation

NASHUA INTERNATIONAL, INC., a Delaware corporation

IMPAXX, INC., a Delaware corporation

CMS GILBRETH PACKAGING SYSTEMS, INC., a Delaware corporation

ENVELOPE PRODUCT GROUP, LLC, a Delaware limited liability company

By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer

[Cenveo Amendment No. 3 Signature Page]

BANK OF AMERICA, N.A., as Administrative     Agent
By:	/s/ Paley Chen
	Name:	Paley Chen
	Title:	Vice President

[Cenveo Amendment No. 3 Signature Page]

EX-99.1

Exhibit 99.1

News Release

Cenveo Executes Term Loan Financing and Amends Credit Agreement

Allows for full repurchase of 2013 Notes

STAMFORD, CT – (June 5, 2012) – Cenveo, Inc. (NYSE: CVO, “Cenveo”) announced today that its wholly-owned subsidiary, Cenveo Corporation, has executed an agreement that provides for $65 million aggregate principal amount of an additional Term Loan (the “Loan”) under its senior secured credit agreement (the “Credit Agreement”). The Loan is identical to the existing term loan under the Credit Agreement and is expected to close this week.

Simultaneously, Cenveo Corporation executed an amendment (the “Amendment”) to the Credit Agreement, which also is expected to close this week, to allow the company to repurchase up to $135 million of its senior subordinated notes due December 2013 (the “Subordinated Notes”), subject to maintaining certain liquidity thresholds and other customary conditions. The Amendment also delays a step down in the maximum first lien leverage ratio covenant to 2.25x from 2.50x until the first quarter of 2013. Proceeds from the Loan will initially be used to repay outstanding revolving credit borrowings and to pay fees and expenses, which will free up capacity under the revolving credit facility to refinance the Subordinated Notes. This Amendment plus previous amendments to the Credit Agreement will allow for all of the Subordinated Notes to be refinanced.

Robert G. Burton, Sr., Chairman and Chief Executive Officer stated:

“We are pleased with this financing amid strong demand and despite recent volatility in the capital markets. The completion of this financing and amendment along with our anticipated cash flow will allow us to take out all of our remaining 2013 senior subordinated notes and eliminate significant maturities until 2016. We would like to thank our lenders for their confidence in us, and we can now get back to spending 100% of our efforts focusing on our operations and delivering value for all our stakeholders.”

###

Cenveo (NYSE: CVO), headquartered in Stamford, Connecticut, is a leading global provider of print and related resources, offering world-class solutions in the areas of custom labels, specialty packaging, envelopes, commercial print, content management and publisher solutions. The company provides a one-stop offering through services ranging from                          

design and content management to fulfillment and distribution. With approximately 8,400 employees worldwide, we pride ourselves on delivering quality solutions and service every day for our more than 100,000 customers. For more information please visit us at www.cenveo.com.

________________________

Statements made in this release, other than those concerning historical financial information, may be considered “forward-looking statements,” which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements. Such statements speak only as of the date of this release, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from management’s expectations include, without limitation: (i) the recent United States and global economic conditions, which have adversely affected us and could continue to do so; (ii) our substantial level of indebtedness, which could impair our financial condition and prevent us from fulfilling our business obligations; (iii) our ability to service or refinance our debt; (iv) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (v) additional borrowings that are available to us could further exacerbate our risk exposure from debt; (vi) our ability to successfully integrate acquired businesses into our business; (vii) a decline of our consolidated profitability or profitability within one of our individual reporting units could result in the impairment of our assets, including goodwill, other long-lived assets and deferred tax assets; (viii) intense competition and fragmentation in our industry; (ix) the general absence of long-term customer agreements in our industry, subjecting our business to quarterly and cyclical fluctuations; (x) factors affecting the United States postal services impacting demand for our products; (xi) the availability of the internet and other electronic media may adversely affect our business; (xii) increases in paper costs and decreases in the availability of raw materials; (xiii) our labor relations; (xiv) our compliance with environmental laws; (xv) our dependence on key management personnel; (xvi) our dependence upon information technology systems; (xvii) our international operations and the risks associated with operating outside of the United States, and (xviii) the absence of assurances that events will not occur that would interfere with the consummation of the transactions above or the availability of cash to consummate the refinancing of outstanding indebtedness. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact our business. Additional information regarding these and other factors can be found in Cenveo, Inc.’s periodic filings with the SEC, which are available at www.cenveo.com.

Inquiries from analysts and investors should be directed to Robert G. Burton, Jr. at (203) 595-3005.

EX-99.2

Exhibit 99.2

News Release

Cenveo Corporation Extends

Exchange Offer Deadline for 11½% Senior Notes Due 2017

STAMFORD, CT – (June 8, 2012) — Cenveo, Inc. (NYSE: CVO) today announced that its wholly-owned subsidiary Cenveo Corporation extended the deadline with respect to Cenveo Corporation’s offer to exchange up to $225,000,000 of Cenveo Corporation’s 11½% Senior Notes due 2017 (the “Existing Notes”) for a like principal amount in new notes (the “Exchange Notes”) registered under the Securities Act of 1933, as amended.  The exchange offer deadline, which was 5:00 p.m., New York City time, on June 8, 2012, will be extended to 5:00 p.m., New York City time, on June 15, 2012, unless further extended.

All other material terms of the exchange offer remain unchanged.  Holders who have already properly tendered their Existing Notes do not need to retender.

Requests for assistance regarding the exchange offer or requests for copies of the exchange offer materials should be directed to U.S. Bank National Association, the exchange agent for the exchange offer, at (800) 934-6802.

###

Cenveo (NYSE: CVO), headquartered in Stamford, Connecticut, is a leading global provider of print and related resources, offering world-class solutions in the areas of custom labels, specialty packaging, envelopes, commercial print, content management and publisher solutions. The company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With approximately 8,400 employees worldwide, we pride ourselves on delivering quality solutions and service every day for our more than 100,000 customers. For more information please visit us at www.cenveo.com.

________________________

Statements made in this release, other than those concerning historical financial information, may be considered “forward-looking statements,” which are based upon current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. In view of such uncertainties, investors should not place undue reliance on our forward-looking statements. Such statements speak only as of the date of this release, and we undertake no     

obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from management’s expectations include, without limitation: (i) the recent United States and global economic conditions, which have adversely affected us and could continue to do so; (ii) our substantial level of indebtedness, which could impair our financial condition and prevent us from fulfilling our business obligations; (iii) our ability to service or refinance our debt; (iv) the terms of our indebtedness imposing significant restrictions on our operating and financial flexibility; (v) additional borrowings that are available to us could further exacerbate our risk exposure from debt; (vi) our ability to successfully integrate acquired businesses into our business; (vii) a decline of our consolidated profitability or profitability within one of our individual reporting units could result in the impairment of our assets, including goodwill, other long-lived assets and deferred tax assets; (viii) intense competition and fragmentation in our industry; (ix) the general absence of long-term customer agreements in our industry, subjecting our business to quarterly and cyclical fluctuations; (x) factors affecting the United States postal services impacting demand for our products; (xi) the availability of the internet and other electronic media may adversely affect our business; (xii) increases in paper costs and decreases in the availability of raw materials; (xiii) our labor relations; (xiv) our compliance with environmental laws; (xv) our dependence on key management personnel; (xvi) our dependence upon information technology systems; (xvii) our international operations and the risks associated with operating outside of the United States, and (xviii) the absence of assurances that events will not occur that would interfere with the consummation of the transactions above or the availability of cash to consummate the refinancing of outstanding indebtedness. This list of factors is not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that would impact our business. Additional information regarding these and other factors can be found in Cenveo, Inc.’s periodic filings with the SEC, which are available at www.cenveo.com.

Inquiries from analysts and investors should be directed to Robert G. Burton, Jr. at (203) 595-3005.