Exhibit 4.1
AMENDMENT NO. 1
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TO
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RIGHTS AGREEMENT
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This Amendment No. 1 to Rights Agreement (this "Amendment"), dated
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as of August 2, 2006, is between Cenveo, Inc., a Colorado corporation (the
"Company"), and Computershare Trust Company, Inc. as Rights Agent.
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WHEREAS, on April 28, 2005, the Company entered into that certain
rights Agreement with Computershare Trust Company, Inc., as Rights Agent
(the "Rights Agreement"); and
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WHEREAS, the Board of Directors of the Company, having determined
its actions to be in the best interests of the Company, has authorized this
Amendment to the Rights Agreement to allow the Rights Agreement and the
Rights created thereunder to expire as of the close of business on August 7,
2006.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Rights Agreement.
2. The definition of "Final Expiration Date" in Section 7(a) of the
Rights Agreement is hereby amended to mean the Close of Business on August
7, 2006.
3. The Rights Agreement as amended by this Amendment embodies the
entire agreement and understanding of the parties hereto and supersedes all
prior agreements and understandings of the parties. The Rights Agreement as
amended by this Amendment shall remain in full force and effect, and all
rights and power created hereby or thereunder are in all respects ratified
and confirmed and shall remain in full force and effect.
[The next page is the signature page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year first above
written.
CENVEO, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer
COMPUTERSHARE TRUST COMPANY, INC.
as Rights Agent
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Vice President
By: /s/ Xxxxxxx XxXxxx
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Name: Xxxxxxx XxXxxx
Operations Manager & Trust Officer
