CENVEO CORPORATION (f/k/a MAIL-WELL I CORPORATION) the GUARANTORS named in Schedule I hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee FOURTH SUPPLEMENTAL INDENTURE

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Exhibit 4.8

 

CENVEO CORPORATION

(f/k/a MAIL-WELL I CORPORATION)

the GUARANTORS named in Schedule I hereto

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

FOURTH SUPPLEMENTAL INDENTURE

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Dated as of July 9, 2007

7⅞% SENIOR SUBORDINATED NOTES DUE 2013

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THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of July 9, 2007, is among Cenveo Corporation, a Delaware corporation (f/k/a Mail-Well I Corporation) (the “Company”), the Guarantors (as defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).

 

WHEREAS, in connection with the issuance by the Company of its 7⅞% Senior Subordinated Notes due 2013 (the “Notes”), in the aggregate principal amount of $320,000,000, the Company and the Trustee entered into an indenture dated as of February 4, 2004 (as supplemented by the First Supplemental Indenture dated as of June 21, 2006, the Second Supplemental Indenture dated as of August 11, 2006 and the Third Supplemental Indenture dated as of March 7, 2007, the “Indenture”); and

 

WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes without the consent of any holder of any outstanding Notes; and

 

WHEREAS, the Company has authorized the execution and delivery of this Fourth Supplemental Indenture; and

 

WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid agreement of the Company, the 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 Section 4.15 and Article Nine of the Indenture, the Company agrees with the Guarantors and the Trustee as follows:

 

ARTICLE 1.

ADDITION OF GUARANTORS

 

SECTION 1.01.

ADDITIONAL GUARANTORS

 

Effective as of the Operative Date (as hereinafter defined), in accordance with the terms of the Indenture, each of Madison/Graham ColorGraphics, Inc. and Madison/Graham ColorGraphics Interstate Services, Inc. (each an “Additional Guarantor” and collectively the “Additional Guarantors”) hereby agrees (a) to become a Guarantor in respect of the Notes and the other obligations of the Company guaranteed by the Guarantors pursuant to Article 11 of the Indenture, with the same force and effect as if it were an original party to the Indenture in such capacity, (b) that each reference in the Indenture to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (c) to be obligated and bound by all the terms, provisions and covenants under the Indenture (including, without limitation, Article 11 thereof) which are binding on a Guarantor.

 

The obligations of the Additional Guarantors 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 Fourth Supplemental Indenture is effective when executed (the “Operative Date”).

 

SECTION 2.02.

COUNTERPART ORIGINALS

 

The parties may sign any number of copies of this Fourth 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 Fourth 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.

 

SECTION 2.04.

TRUSTEE’S DISCLAIMER

 

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 Fourth Supplemental Indenture.

 

 

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

 

	CENVEO CORPORATION
	By:   /s/ Sean S. Sullivan
	Name:	Sean S. Sullivan
	Title:	Chief Financial Officer
	EACH ENTITY LISTED ON SCHEDULE I HERETO
	By:   /s/ Sean S. Sullivan
	Name:	Sean S. Sullivan
	Title:	Chief Financial Officer
	U.S. BANK NATIONAL ASSOCIATION
	By:   /s/ Alison D.B. Nadeau
	Name:	Alison D.B. Nadeau
	Title:	Vice President

 

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