ex4p8.htm


    
      

    

     

    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

    
      Supplementing
        the Indenture of February 4, 2004

      


    

    
      
 

    Dated
      as
      of July 9, 2007

    


    77⁄8%
      SENIOR SUBORDINATED NOTES DUE 2013

    


    
      


    

    


    
      

      

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 77⁄8% 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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULE
        I



    Cenveo,
      Inc.

    Discount
      Labels, LLC

    Cenveo
      Alberta Finance LP

    Cenveo
      Government Printing, Inc.

    Cenveo
      Services, LLC

    McLaren
      Morris & Todd Company

    MM&T
      Packaging Company

    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.