CENVEOCORPORATION (assuccessor to Cadmus Communications Corporation) theSUBSIDIARY GUARANTORS named in Schedule I hereto and U.S. BANKNATIONAL ASSOCIATION, asTrustee SIXTHSUPPLEMENTAL INDENTURE

 

CENVEO CORPORATION

(as successor to Cadmus Communications Corporation)

the SUBSIDIARY GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

SIXTH SUPPLEMENTAL INDENTURE

Dated as of November 7, 2007

8⅜% SENIOR SUBORDINATED NOTES DUE 2014

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THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2007 (this “Supplemental Indenture”), is among Cenveo Corporation, a Delaware corporation (as successor to Cadmus Communications Corporation, a Virginia corporation) (the “Company”), the Subsidiary Guarantors (as defined herein) listed on Schedule I hereto (each a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), and U.S. Bank National Association (successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”).

WHEREAS, in connection with the issuance by the Company of its 8⅜% Senior Subordinated Notes due 2014 (the “Notes”), in the aggregate principal amount of $125,000,000, the Company, certain Subsidiary Guarantors and the Trustee entered into an indenture dated as of June 15, 2004 (as supplemented by the First Supplemental Indenture dated as of March 1, 2005, the Second Supplemental Indenture dated as of May 19, 2006, the Third Supplemental Indenture and Amendment to Subsidiary Guarantee dated as of March 7, 2007, the Fourth Supplemental Indenture dated as of July 9, 2007, and the Fifth Supplemental Indenture dated as of August 30, 2007,  the “Indenture”; capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Indenture); and

WHEREAS, Section 9.01(4) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes to make any change that would provide any additional benefit or rights to such holders or that does not adversely affect the legal rights thereunder of any such holder; and

WHEREAS, Cenveo Alberta Finance Limited Partnership, an Alberta limited partnership and a wholly owned subsidiary of the Company, Cenveo McLaren Morris and Todd Company, a Nova Scotia unlimited liability company and a wholly owned subsidiary of the Company, and Cenveo MM&T Packaging Company, a Nova Scotia unlimited liability company and a wholly owned subsidiary of the Company, desire to Guarantee the payment of the Notes by becoming Subsidiary Guarantors; and

WHEREAS, the Company and each Subsidiary Guarantor has authorized the execution and delivery of this Supplemental Indenture, as applicable; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantors and the Trustee have been done.

NOW THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in order to comply with the terms of Article Nine of the Indenture, the Company agrees with the Subsidiary Guarantors and the Trustee as follows:

 

ARTICLE 1.

JOINDER AND ASSUMPTION TO THE INDENTURE

 

Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, clause (1) of  the definition of “Subsidiary Guarantors” contained in Section 1.01 of the Indenture is hereby amended and restated in its entirety to read as follows:

“(1) each of Cadmus International Holdings, Inc., Cadmus Journal Services, Inc., Cadmus Marketing Group, Inc., Cadmus Printing Group, Inc., Mack Printing Company, Port City Press, Inc., Science Craftsman Incorporated, Washburn Graphics, Inc., Cadmus Investments, LLC, CDMS Management, LLC, Cenveo, Inc., CNMW Investments, Inc., Cenveo Alberta Finance Limited Partnership, Cenveo McLaren Morris and Todd Company and Cenveo MM&T Packaging Company;”

In furtherance of the foregoing, each of Cenveo Alberta Finance Limited Partnership, Cenveo McLaren Morris and Todd Company and Cenveo MM&T Packaging Company hereby assumes and agrees to perform all obligations and covenants of a Subsidiary Guarantor under the Indenture, and agrees that it hereby shall become a Subsidiary Guarantor under and for all purposes of the Indenture with all the rights and obligations of a Subsidiary Guarantor thereunder.

The obligations of Cenveo Alberta Finance Limited Partnership, Cenveo McLaren Morris and Todd Company and Cenveo MM&T Packaging Company to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee are expressly subordinated to the extent set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of such subordination.

ARTICLE 2.

MISCELLANEOUS

SECTION 2.01.  OPERATIVE DATE

This Supplemental Indenture is effective when executed (the “Operative Date”).

 

The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall constitute the same agreement.

SECTION 2.03.  GOVERNING LAW

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles.

 

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date and year first written above.

	CENVEO CORPORATION
	By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer
	EACH ENTITY LISTED ON SCHEDULE I HERETO
	By:	/s/ Mark S. Hiltwein
	Name:	Mark S. Hiltwein
	Title:	Chief Financial Officer
	U.S. BANK NATIONAL ASSOCIATION
	(successor trustee to Wachovia Bank, National Association), as Trustee
	By:	/s/ Susan Freedman
	Name:	Susan Freedman
	Title:	Vice President

SCHEDULE I

DISCOUNT LABELS, LLC

CENVEO GOVERNMENT PRINTING, INC.

CENVEO SERVICES, LLC

CENVEO COMMERCIAL OHIO, LLC

CENVEO RESALE OHIO, LLC

CENVEO OMEMEE LLC

COLORHOUSE CHINA, INC.

MMTP HOLDINGS, INC.

CRX JV, LLC

CRX HOLDING, INC.

RX TECHNOLOGY CORP.

RX JV HOLDING, INC.

PC INK CORP.

PRINTEGRA CORPORATION

CADMUS PRINTING GROUP, INC.

WASHBURN GRAPHICS, INC.

CADMUS JOURNAL SERVICES, INC.

CADMUS FINANCIAL DISTRIBUTION, INC.

CADMUS TECHNOLOGY SOLUTIONS, INC.

GARAMOND/PRIDEMARK PRESS, INC.

CADMUS DELAWARE, INC.

CADMUS UK, INC.

EXPERT GRAPHICS, INC.

CADMUS GOVERNMENT PUBLICATION SERVICES, INC.

CADMUS MARKETING GROUP, INC.

AMERICAN GRAPHICS, INC.

CADMUS DIRECT MARKETING, INC.

CADMUS INTERACTIVE, INC.

CADMUS MARKETING, INC.

CADMUS/O’KEEFE MARKETING, INC.

OLD TSI, INC.

CADMUS INVESTMENTS, LLC

PORT CITY PRESS, INC.

SCIENCE CRAFTSMAN INCORPORATED

CADMUS INTERNATIONAL HOLDINGS, INC.

CDMS MANAGEMENT, LLC,

VAUGHAN PRINTERS INC.

VSUB HOLDING COMPANY

MADISON/GRAHAM COLORGRAPHICS, INC.

MADISON/GRAHAM COLORGRAPHICS INTERSTATE SERVICES, INC.

COMMERCIAL ENVELOPE MANUFACTURING CO., INC.

BERLIN & JONES CO., LLC

HEINRICH ENVELOPE, LLC

CENVEO CEM, INC.

CENVEO CEM, LLC

CENVEO, INC.

CNMW INVESTMENTS, INC.

CENVEO ALBERTA FINANCE LIMITED PARTNERSHIP

CENVEO MCLAREN MORRIS AND TODD COMPANY

CENVEO MM&T PACKAGING COMPANY