AMENDMENT NO. 1

Exhibit 10.1

AMENDMENT XX. 0

XXXXXXXXX XX. 0 (this “Amendment”), dated as of April 16, 2013, to that certain CREDIT AGREEMENT entered into as of January 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, 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 MACQUARIE US TRADING LLC, as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Amended Credit Agreement (as defined below).

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 1 – Amendments. Subject to the satisfaction of the conditions set forth in Section Three hereof, the Credit Agreement shall be amended and modified in its entirety as reflected in the amended Credit Agreement attached hereto as Exhibit A (the “Amended Credit Agreement”), and any term or provision of the Credit Agreement which is different from that set forth in the Amended Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Amended Credit Agreement.

SECTION 2 – Consent. Subject to the satisfaction of the conditions set forth in Section Three hereof, the Required Lenders hereby consent to the refinancing of the Indebtedness outstanding under Senior Credit Agreement immediately prior to the effectiveness of this Amendment, as contemplated by and on the terms set forth in the Amended Credit Agreement.

SECTION 3 – Conditions to Effectiveness. This Amendment shall become effective when, and only when, (a) the Administrative Agent shall have received (i) counterparts of (A) this Amendment executed by the Required Lenders and the Borrower and an acknowledgment of this Amendment executed by each Guarantor, and (B) the Canadian Guaranty, substantially in the form of Exhibit B attached hereto, executed by Cenveo Canada and each other Canadian Subsidiary of the Borrower that guarantees the obligations under the Senior ABL Credit Agreement or the Senior

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Credit Agreement, (ii) a favorable opinion of Fasken Xxxxxxxxx XxXxxxxx LLP, special Ontario counsel to the Canadian Guarantors, addressed to the Administrative Agent and each Lender, as to such matters concerning the Canadian Guarantors and the Loan Documents as the Administrative Agent may reasonably request, (iii) a favorable opinion of Xxxxxxx XxXxxxxx, special Nova Scotia counsel to the Canadian Guarantors, addressed to the Administrative Agent and each Lender, as to such matters concerning the Canadian Guarantors and the Loan Documents as the Administrative Agent may reasonably request, (iv) the Senior ABL Credit Agreement, substantially in the form of Exhibit C attached hereto, executed by the parties thereto and effective as of the date hereof, and (v) the Senior Credit Agreement, substantially in the form of Exhibit D attached hereto, executed by the parties thereto and effective as of the date hereof, and (b) the Borrower shall have paid all invoiced costs and expenses described in Section Six hereof. The effectiveness of this Amendment (other than Sections Six, Seven and Eight hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Four 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. 1 Effective Date are permitted under the Credit Agreement shall be calculated after giving effect to this Amendment.

SECTION 4 – 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 Four, 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 5 – 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

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and effect and are hereby in all respects ratified and confirmed. 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 6 – 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 Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) in accordance with the terms of Section 11.04 of the Credit Agreement.

SECTION 7 – 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 8 – 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,
a Delaware corporation

By:     /s/ Xxxxx X. Xxxxxxx    

Name:    Xxxxx X. Xxxxxxx

Title:    Chief Financial Officer

[Cenveo Amendment No. 1 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

GARAMOND/PRIDEMARK PRESS, INC., a Maryland corporation

XXXXXXXX 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 MARKETING, INC., a Virginia corporation

CADMUS/X’XXXXX 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/XXXXXX COLORGRAPHICS, INC., a California corporation

PC INK CORP., a Delaware corporation

CENVEO NIC, INC., a Georgia corporation

VSUB HOLDING COMPANY, a Virginia corporation

[Cenveo Amendment No. 1 Signature Page]

By:     /s/ Xxxxx X. Xxxxxxx    

Name:    Xxxxx X. Xxxxxxx

Title:    Chief Financial Officer

[Cenveo Amendment No. 1 Signature Page]

MADISON/XXXXXX 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

XXX 2010, LLC, a Florida limited liability company

000 XXXXXXXX XXXX, 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 XXXXXXXX PACKAGING SYSTEMS, INC., a Delaware corporation

ENVELOPE PRODUCT GROUP, LLC, a Delaware limited liability company

XXXXXXX PRINTERS INCORPORATED, a Florida corporation

SCIENCE CRAFTSMAN INCORPORATED, a New York corporation

By:     /s/ Xxxxx X. Xxxxxxx    

Name:    Xxxxx X. Xxxxxxx

Title:    Chief Financial Officer

[Cenveo Amendment No. 1 Signature Page]

MACQUARIE US TRADING LLC, as Administrative Agent

By:     /s/ Xxxxxx X. Xxxxxxx    

Name:    Xxxxxx X. Xxxxxxx

Title:    Managing Director

By:     /s/ Xxxxx Xxxx    

Name:    Xxxxx Xxxx

Title:    Associate Director

MIHI LLC, as a Lender

By:     /s/ T. Xxxxxx Xxxxxxx XX    

Name:     T. Xxxxxx Xxxxxxx XX

Title:    Authorized Signatory

By:     /s/ Xxxxxxxxx Xxxx    

Name:    Xxxxxxxxx Xxxx

Title:    Authorized Signatory

[Cenveo Amendment No. 1 Signature Page]