ex4p13.htm


    
      
        

      

    

     

     

    Exhibit
      4.13

    
      
        

        

      

       

    

    
      
        

      



    CENVEO
      CORPORATION

    (as
      successor to Cadmus Communications Corporation)

    


    the
      SUBSIDIARY GUARANTORS named in Schedule I hereto

    


    and

    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

    
      


    

    
       

      
        
          

        




    

    FOURTH
      SUPPLEMENTAL INDENTURE

    
      Supplementing
        the Indenture of June 15, 2004

      


    

    
       

      
        
          

        



    

    Dated
      as
      of July 9, 2007

    


    83⁄8%
      SENIOR SUBORDINATED NOTES DUE 2014

    


    
      


    

    


    
      

      

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      FOURTH SUPPLEMENTAL INDENTURE, dated as of July 9, 2007 (this
“Supplemental Indenture”), is among Cenveo Corporation, a
      Delaware corporation f/k/a Mail-Well I 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 Cadmus Communications Corporation
      (“Cadmus”) of its 83⁄8% Senior Subordinated Notes due 2014 (the
“Notes”), in the aggregate principal amount of
      $125,000,000,
      Cadmus, 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 and the Third Supplemental Indenture and Amendment to Subsidiary Guarantee
      dated as of March 7, 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(6) 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 comply with
      Sections 4.19(A) and 4.19(C) of the Indenture; and

     

    WHEREAS,
      pursuant to Section 4.19(A) of the Indenture, the Company will not permit any
      of
      its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge
      any
      assets to secure the payment of any other Indebtedness of the Company, unless
      such Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes
      and delivers a supplemental indenture providing for the Guarantee of the payment
      of the Notes by such Restricted Subsidiary, which Subsidiary Guarantee shall
      be
      senior to or pari passu with such Subsidiary’s Guarantee of or pledge to secure
      such other Indebtedness unless such other Indebtedness is Senior Debt, in which
      case the Subsidiary Guarantee of the Notes may be subordinated to the Guarantee
      of such Senior Debt to the same extent as the Notes are subordinated to such
      Senior Debt; 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 Section 4.19(A) and 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

    


     

    
      	
              SECTION
                1.01.

            	
              ADDITION
                OF SUBSIDIARY 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 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 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
      Supplemental Indenture is effective when executed (the “Operative
      Date”).

     

    
      	
              SECTION
                2.02.

            	
              COUNTERPART
                ORIGINALS

            


    

     

    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.

     

    
      	
              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
      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/
                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

            
	 	
                 (successor
                trustee to Wachovia Bank, National Association), as
                Trustee

            
	 	 
	 	
              By:  /s/
                Alison D.B. Nadeau   

            
	 	
              Name:

            	
               Alison
                D.B. Nadeau

            
	 	
              Title:

            	
               Vice
                President

            


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      I

    


    SCHEDULE
      OF SUBSIDIARY GUARANTORS

    


    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.