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):  December 14, 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 December 14, 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 $15 million aggregate principal amount of an additional term loan (the “Additional Term Loan”) under its senior secured credit agreement (the “Credit Agreement”).  The terms of the Additional Term Loan are identical to the terms of the other existing term loans under the Credit Agreement.  

Simultaneously, the Company entered into an amendment (“Amendment No. 4”) 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.  Amendment No. 4 allows the Company to incur up to $50 million of indebtedness under a new unsecured term loan to be prepaid on substantially similar terms as the Company’s 7⅞% Senior Subordinated Notes due 2013 (the “7.875% Notes”), subject to maintaining certain liquidity thresholds and other customary conditions.  Amendment No. 4 modifies the financial covenants, including (i) increasing the maximum consolidated first lien leverage ratio covenant to 2.65x with a step-down to 2.40x in the first quarter of 2014 and to 2.25x in the first quarter of 2015, (ii) delaying a step down in the maximum consolidated leverage ratio from 6.50x to 6.25x until the fourth quarter of 2013 and from 6.25x to 6.0x until the third quarter of 2014, and (iii) delaying a step-up in the minimum consolidated interest coverage ratio from 1.60x to 1.75x until the first quarter of 2014. Amendment No. 4 also increases the interest rate margins under the Credit Agreement by 0.375% and changes the frequency of the excess cash flow mandatory prepayments from annually to quarterly.  Proceeds from the Additional Term Loan and the new unsecured term loan will be used to fully retire the 7.875% Notes.

The foregoing summary descriptions of the Credit Agreement Supplement and Amendment No. 4 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. 4 attached as Exhibit 10.1 and 10.2, respectively, to this report.

On December 17, 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 December 17, 2012, Cenveo announced that the Company had initiated a mandatory and irrevocable redemption all of the outstanding 7.875% Notes , which were issued pursuant to an Indenture dated as of February 4, 2004 (as supplemented and/or amended to date, the “Indenture”) between the Company, the guarantors named therein, and U.S. Bank National Association, as Trustee.

Pursuant to the terms of the Indenture, the 7.875% Notes will be redeemed on January 22, 2013 (the “Redemption Date”) at a redemption price of 100.000% of the unpaid principal amount of the 7.875% Notes, together with any accrued and unpaid interest thereon up to the Redemption Date (the “Redemption Price”).  On the Redemption Date, the 7.875% Notes called for redemption become irrevocably due and payable at the Redemption Price.  Unless the Company defaults in the payment of the Redemption Price, interest on the 7.875% Notes will cease to accrue on and after the Redemption Date.

Copies of the notice of redemption can be obtained from U.S. Bank National Association by calling (800) 934-6802.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
10.1	Credit Agreement Supplement dated December 14, 2012
10.2	Amendment No. 4 to Credit Agreement dated December 14, 2012
99.1	Press Release of Cenveo, Inc. dated December 17, 2012

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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:  December 19, 2012

CENVEO, INC.
By:	/s/ Scott J. Goodwin
	Scott J. Goodwin
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Credit Agreement Supplement dated December 14, 2012
10.2	Amendment No. 4 to Credit Agreement dated December 14, 2012
99.1	Press Release of Cenveo, Inc. dated December 17, 2012

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT SUPPLEMENT

CREDIT AGREEMENT SUPPLEMENT, dated as of December 14, 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 $15,000,000 (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 December 14, 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 each 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 Loan Party or its property is subject; or (c) violate

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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:

(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.

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10.   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.

11.   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.

12.   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.

13.   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/ Don B. Pinzon
	Name:	Don B. Pinzon
	Title:	Vice President

[Credit Agreement Supplement - December 2012]

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Tyler D. Levings
	Name:	Tyler D. Levings
	Title:	Director

[Credit Agreement Supplement - December 2012]

CENVEO CORPORATION
By:	/s/ Scott J. Goodwin
	Name:	Scott J. Goodwin
	Title:	Chief Financial Officer

CENVEO, INC.
By:	/s/ Scott J. Goodwin
	Name:	Scott J. Goodwin
	Title:	Chief Financial Officer

[Credit Agreement Supplement - December 2012]

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

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 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

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., a Georgia corporation

VSUB HOLDING COMPANY, a Virginia corporation

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC.,

a California corporation

By:	/s/ Scott J. Goodwin
	Name:	Scott J. Goodwin
	Title:	Chief Financial Officer

[Credit Agreement Supplement - December 2012]

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

VAUGHAN PRINTERS INCORPORATED, a Florida corporation

SCIENCE CRAFTSMAN INCORPORATED, a New York corporation

By:	/s/ Scott J. Goodwin
	Name:	Scott J. Goodwin
	Title:	Chief Financial Officer

[Credit Agreement Supplement - December 2012]

SCHEDULE A

to CREDIT AGREEMENT SUPPLEMENT

Name of New Loan Lender	Type of Commitment	Amount
Bank of America, N.A.	Incremental Term Loan Commitment	$15,000,000

EX-10.2

Exhibit 10.2

AMENDMENT NO. 4

AMENDMENT NO. 4 (this “Amendment”), dated as of December 14, 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, as further amended by Amendment No. 2 dated as of February 3, 2012, and as further amended by Amendment No. 3 dated as of June 5, 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. 4 Effective Date” means the date on which Amendment No. 4, dated as of December 14, 2012, to this Agreement shall have become effective in accordance with its terms.

“ECF Prepayment Period” has the meaning assigned to such term in Section 2.05(b)(ii).

“Unsecured Term Loan Facility” means an unsecured term loan or other debt facility providing for term loans or notes in an aggregate principal amount of up to $50,000,000 to be made to, or (in the case of any notes) issued by, the Borrower on or after the Amendment No. 4 Effective Date under Section 7.02(j), together with any refinancing, refunding, renewal or extension thereof pursuant to Section 7.02(m).

“Unsecured Term Loan Facility Documents” means the credit agreement, note purchase agreement, indenture or similar agreement that governs the Unsecured Term Loan Facility, and all other agreements and other documents executed in connection therewith.

b.   Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following definitions in their entirety as follows:

“Applicable Rate” means, in respect of each Facility, (a) 5.50% with respect to Eurodollar Rate Loans and Letters of Credit and (b) 4.50% with respect to Base Rate Loans.

“Related Documents” means (a) the Subordinated Notes Documents, (b) the Second Lien Notes Documents, (c) the Unsecured Term Loan Facility Documents and (d) all Material Contracts.

“Swing Line Sublimit” means an amount equal to $0.  For the avoidance of doubt, no Swing Line Sublimit or Swing Line Loan shall exist on or after the Amendment No. 4 Effective Date.

c.   Clause (c)(x) of the definition of “Base Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: “(x) 2.50% and”.

d.   The proviso to the definition of “Eurodollar Rate” in Section 1.01 of the Credit Agreement is hereby amended to delete the phrase “, with respect to the Term B Facility,”.

e.   The definition of “Excess Cash Flow” in Section 1.01 of the Credit Agreement is hereby amended (i) by replacing “(other than the Obligations)” in clause (viii) thereof with “(other than the Obligations and any Unsecured Term Loan Facility)”, (ii) by replacing each reference therein to “fiscal year” with “fiscal quarter” and (iii) by adding the following sentence at the end thereof: “Notwithstanding anything herein to the contrary, all calculations called for in this definition (including through component defined terms) shall be made for the applicable fiscal quarter only and not for any Measurement Period with respect to periods ending in 2013 or later, and for the periods ending December 31, 2011 or December 31, 2012 shall be made with respect to the fiscal year then ended and not the fiscal quarter then ended.”.

f.   Section 1.03(c) of the Credit Agreement is hereby amended to add the following sentence at the end thereof:  “Any calculation made on a Pro Forma Basis or to determine pro forma compliance with any Financial Covenant or financial ratio shall similarly count any other Acquisition or Disposition consummated and any other Indebtedness and related interest expense otherwise incurred after the latest Measurement Period and prior to the calculation date.  Any time this Agreement requires pro forma compliance with any Financial Covenant or financial ratio, such compliance shall be demonstrated by a certified calculation of such pro forma compliance provided by the Borrower to the Administrative Agent.”.

g.   Section 2.05(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Excess Cash Flow.  For each fiscal year of the Borrower ending December 31, 2011 or December 31, 2012 and for each fiscal quarter of the Borrower

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ending March 31, 2013 or later, no more than five Business Days after financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b), as applicable, and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) for such fiscal period (such five Business Day period including, for the avoidance of doubt, the final Business Day thereof being referred to herein as the “ECF Prepayment Period”), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) (x) if the Consolidated Leverage Ratio as of the last day of such fiscal period is greater than or equal to 4.50 to 1.00, 75% of Excess Cash Flow for such fiscal period and (y) if the Consolidated Leverage Ratio as of the last day of such fiscal period is less than 4.50 to 1.00, 50% of Excess Cash Flow for such fiscal period over (B) the sum of (1) the aggregate principal amount of Term Loans prepaid during such fiscal period pursuant to Section 2.05(a)(i) other than prepayments funded with the proceeds of Indebtedness with a maturity of twelve months or longer from the date of incurrence of such Indebtedness plus (2) the aggregate principal amount of the initial Unsecured Term Loan Facility prepaid, purchased, redeemed, exchanged or redeemed (x) during such fiscal period or (y) during the ECF Prepayment Period in the case of any mandatory prepayment made in respect of excess cash flow under the initial Unsecured Term Loan Facility calculated with respect to such fiscal period (without double counting), in each case solely to the extent allowed pursuant to Section 7.15(k), other than prepayments funded with the proceeds of Indebtedness with a maturity of twelve months or longer from the date of incurrence of such Indebtedness.”

h.   Section 2.05(b)(v)(A) of the Credit Agreement is hereby amended by adding the following sentence at the end of such Section:

“For the avoidance of doubt, effective from the Amendment and Restatement Effective Date, any proceeds of Indebtedness incurred following the Amendment and Restatement Effective Date in compliance with Section 7.02(j) that substantially contemporaneously are applied to refinance other Indebtedness in compliance with Section 7.15 shall not be considered Net Cash Proceeds received by a Loan Party or any of its Subsidiaries and shall not be required to be applied to the Loans or any other amounts hereunder.”

i.   Section 2.14(a) of the Credit Agreement is hereby amended by replacing “$20,000,000” with “$15,000,000”.

j.   Section 4.02(b) of the Credit Agreement is hereby amended to add at the end thereof inside the period the following: “and a certified calculation of such pro forma compliance shall have been provided by the Borrower to the Administrative Agent”.

k.   Section 6.01 of the Credit Agreement is hereby amended to add the following after subclause (b) thereof and before the final paragraph thereof as a new paragraph:

(c)   Monthly Financials. So long as any Unsecured Term Loan Facility is outstanding, as soon as available, but in any event within 20 days after the end of each fiscal month of each fiscal year of Holdings, internal monthly financial statements as

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prepared by Holdings in the ordinary course of business, setting forth in each case in comparative form the figures for the corresponding fiscal month of the previous fiscal year and, if applicable, the corresponding portion of the previous fiscal year; provided, however, that such monthly financial statements shall not be distributed or otherwise provided to Public Lenders.

l.   The penultimate paragraph of Section 6.02 of the Credit Agreement is hereby amended by deleting the phrase “Documents required to be delivered pursuant to Section 6.01(a) or (b)” in its entirety and substituting therefor the new phrase “Documents required to be delivered pursuant to Section 6.01(a), (b) or (c)”.

m.   Section 7.02(j) of the Credit Agreement is hereby amended by (i) inserting at the end of the parenthetical in clause (B) the words “or as a mandatory prepayment (except, in the case of the initial Unsecured Term Loan Facility only, any mandatory prepayments thereunder that (1) are paid only after any mandatory prepayments then due and payable hereunder are satisfied (provided, however, that it is understood and agreed that any mandatory prepayments with respect to excess cash flow under the initial Unsecured Term Loan Facility may be required to be and may be paid during the ECF Prepayment Period prior to any prepayments of the Loans required under Section 2.05(b)(ii) but in each case only if the conditions set forth in Section 7.15(k) are satisfied), (2) are payable pursuant to timeframes that are no shorter than the payment timeframes for the corresponding mandatory prepayments hereunder, and (3) are payable no more frequently than the corresponding mandatory prepayments hereunder)”, (ii) inserting in clause (B) immediately before “the Maturity Date” the words “91days after” and (iii) adding at the end of such Section “; provided that the proceeds of the initial Unsecured Term Loan Facility shall be used to prepay or redeem Subordinated Notes and the initial Unsecured Term Loan Facility may only be incurred for such purpose”.

n.   Section 7.02(m) of the Credit Agreement is hereby replaced in its entirety with the following:

“(m)  any refinancings, refundings, renewals or extensions of the Unsecured Term Loan Facility in whole or in part; provided that (i) no Default shall have occurred and be continuing or would result from any such refinancing, refunding, renewal or extension on a Pro Forma Basis, (ii) the Borrower shall be in compliance with each of the financial covenants set forth in Section 7.11 on a Pro Forma Basis after giving effect to such refinancing, refunding, renewal or extension, (iii) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder and any accrued and unpaid interest thereon, (iv) the direct or any contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, renewal or extension, (v) such refinancing, refunding, renewing or extending Indebtedness does not contain any

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mandatory prepayments or amortization and the terms relating to principal amount, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and (vi) the interest rate and yield (as reasonably measured by the Borrower in a manner acceptable to the Administrative Agent) applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the interest rate or yield (as reasonably measured by the Borrower in a manner acceptable to the Administrative Agent), respectively, applicable to the Indebtedness being refinanced, refunded, renewed or extended; and”

o.   Section 7.09 of the Credit Agreement is hereby amended by (i) replacing “or” at the end of clause (a)(i)(A) with a comma and (ii) adding immediately after clause (a)(i)(B) thereof “or (C) on the effective date of any Unsecured Term Loan Facility and contained in the Unsecured Term Loan Facility Documents”.

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

Four Fiscal Quarters Ending	Minimum Consolidated Interest Coverage Ratio
Q4 2010 – Q4 2011	1.50 to 1.00
Q1 2012 – Q4 2013	1.60 to 1.00
Q1 2014 and thereafter	1.75 to 1.00

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

Period	Maximum Consolidated Leverage Ratio
Q4 2010 – Q1 2012	6.50 to 1.00
Q2 2012 – Q3 2012	6.25 to 1.00
Q4 2012 – Q3 2013	6.50 to 1.00
Q4 2013 – Q2 2014	6.25 to 1.00
Q3 2014 – Q4 2014	6.00 to 1.00
Q1 2015 and thereafter	5.75 to 1.00

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

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Period	Maximum Consolidated First Lien Leverage Ratio
Q4 2010 – Q3 2012	2.50 to 1.00
Q4 2012 – Q4 2013	2.65 to 1.00
Q1 2014 – Q4 2014	2.40 to 1.00
Q1 2015 and thereafter	2.25 to 1.00

s.   Section 7.15(b) of the Credit Agreement is hereby amended by deleting the phrase “and refinancings and refundings of such Indebtedness in compliance with Section 7.02(d)” in its entirety and substituting therefor the new phrase “and refinancings and refundings of such Indebtedness and any Unsecured Term Loan Facility in compliance with Section 7.02(d) or Section 7.02(m), as applicable”.

t.   Section 7.15(h) of the Credit Agreement is hereby amended by adding the phrase “and the Unsecured Term Loan Facility” at the end of the parenthetical phrase in clause (B) thereof.

u.   Section 7.15(j) of the Credit Agreement is hereby amended by (i) replacing “$135,000,000” with “$136,000,000” and (ii) adding the phrase “that the Borrower could utilize after such prepayment, purchase, redemption, exchange or defeasance and still be in compliance with the covenants set forth in Section 7.11 on a Pro Forma Basis” in clause (C) thereof after the words “(y) the unutilized portion of the Revolving Credit Commitments”.

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

“(k)  prior to the refinancing in full of the initial Unsecured Term Loan Facility with Indebtedness incurred pursuant to Section 7.02(m), the prepayment, purchase, redemption, exchange or defeasance of the initial Unsecured Term Loan Facility in an aggregate amount not to exceed the principal amount thereof 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 (i) be in compliance with the covenant set forth in Section 7.11(a) and (ii) have a Consolidated Leverage Ratio and a Consolidated First Lien Leverage Ratio that is 0.25 less than the level set forth in Section 7.11(b) and Section 7.11(c), respectively (i.e., if the level set forth is 6.00 to 1.00 the required level under this clause (k) shall be 5.75 to 1.00), in each case under this clause (A)(y), on a Pro Forma Basis, as determined on the basis of the financial information most

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recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, (B) after giving effect to such prepayment, 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 that the Borrower could utilize after such prepayment, purchase, redemption, exchange or defeasance and still be in compliance with the covenants set forth in Section 7.11 on a Pro Forma Basis, shall not be less than $35,000,000, (C) any portion of the Unsecured Term Loan Facility prepaid, purchased, redeemed, exchanged or defeased pursuant to this Section 7.15(k) shall be, simultaneous with such prepayment, purchase, redemption, exchange or defeasance, permanently retired by the Borrower and (D) at the end of each month during which any prepayment, purchase, redemption, exchange of defeasance of the initial Unsecured Term Loan Facility is made pursuant to this Section 7.15(k), the Borrower shall notify the Administrative Agent in writing of the aggregate amount of the initial Unsecured Term Loan Facility so retired during such month and in the aggregate since the Amendment No. 4 Effective Date.”

w.   Section 7.16 of the Credit Agreement is hereby amended by (i) adding “, Unsecured Term Loan Facility Documents” immediately after the first reference to “Subordinated Notes Documents” in clause (a) thereof, (ii) replacing “or” with a comma immediately before “Section 7.15(d)” in clause (a) thereof, (iii) adding “, Section 7.15(i) or Section 7.15(j) and, in the case of the Unsecured Term Loan Facility, in connection with any transaction permitted under Section 7.15(k)” at the end of clause (a) thereof, (iv) adding “, Unsecured Term Loan Facility Documents” immediately after “Subordinated Notes Documents” in clause (c) thereof, (v) replacing “or” with a comma immediately before “Section 7.15(d)” in clause (h) thereof and (vi) adding “, Section 7.15(i), Section 7.15(j) or Section 7.15(k)” immediately after “Section 7.15(d)” in clause (h) thereof.

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 December 6, 2012 shall have received a fee equal to 0.50% 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.  For the avoidance of doubt, the effectiveness of this Amendment and the satisfaction of the conditions shall be deemed to occur simultaneously and all financial ratio tests necessary to determine whether any transactions occurring on the Amendment No. 4 Effective Date are permitted under the Credit Agreement shall be calculated after giving effect to this Amendment.

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SECTION THREE - Representations and Warranties; Covenants.  The Borrower represents and warrants to the Administrative Agent and the Lenders that 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”, “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.

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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/ Scott J. Goodwin
	Name:	Scott J. Goodwin
	Title:	Chief Financial Officer

[Cenveo Amendment No. 4 Signature Page]

 

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 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

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 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

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., a Georgia corporation

VSUB HOLDING COMPANY, a Virginia corporation

By:	/s/ Scott J. Goodwin
	Name:	Scott J. Goodwin
	Title:	Chief Financial Officer

[Cenveo Amendment No. 4 Signature Page]

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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

VAUGHAN PRINTERS INCORPORATED, a Florida corporation

SCIENCE CRAFTSMAN INCORPORATED, a New York corporation

By:	/s/ Scott J. Goodwin
	Name:	Scott J. Goodwin
	Title:	Chief Financial Officer

[Cenveo Amendment No. 4 Signature Page]

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BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Don B. Pinzon
	Name:	Don B. Pinzon
	Title:	Vice President

[Cenveo Amendment No. 4 Signature Page]

EX-99.1

Exhibit 99.1

 News Release

Cenveo Announces Refinancing

Completes amendment to Credit Agreement

Adds $15 million of Additional Term Loan

Secures commitment for $50 million Unsecured Loan

Calls remainder of its 7.875% Notes

STAMFORD, CT – (December 17, 2012) – Cenveo Corporation (the “Company”), a wholly-owned subsidiary of Cenveo, Inc. (NYSE: CVO), today announced that it had completed the steps necessary to refinance the remainder of its 7.875% senior subordinated notes due 2013 (“7.875% Notes”).  The Company received the necessary consents to amend and supplement its existing senior secured credit agreement to, among other things, (i) allow for up to $50 million of a new unsecured loan to be prepaid on substantially similar terms as its currently outstanding 7.875% Notes, and (ii) modify certain financial covenants for increased financial flexibility.  Simultaneously, the Company raised an additional $15 million of secured term loans due 2016 (“Additional Term Loan”) under its senior secured credit agreement.  The Company also announced that it secured a commitment from Macquarie Capital for a $50 million unsecured term loan due 2017 (“Unsecured Loan”), subject to customary terms and conditions.  Together with the company’s revolving credit facility, proceeds of the Unsecured Loan will be used to fund the redemption of the 7.875% Notes. Lastly, the Company announced that it has initiated a mandatory and irrevocable redemption of the 7.875% Notes.  The 7.875% Notes will be repaid at par plus accrued and unpaid interest on January 22, 2013.

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

“We are pleased to complete the process of putting the 2013 maturity behind us, and we can now focus 100% of our efforts back on operating and growing the business.  We appreciate the strong support of our lender group, in particular Macquarie, to allow us to get this process completed as we expected.  We will continue to use our cash flow to repay debt, reduce our leverage, and reinvest in the business. We remain focused on executing our game plan and are excited about opportunities ahead of us in 2013 and beyond.”

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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 7,900 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 its 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; and (xvii) our international operations and the risks associated with operating outside of the United States. 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 http://www.cenveo.com.

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