ex4p13.htm


    
      
        
          

        



      
        Exhibit
          4.13

         

        EXECUTION
          COPY



    

    


    
      
        

        

      

      


    

    
      
        

      



    CENVEO
      CORPORATION

    (as
      successor to Cadmus Communications Corporation)

    


    the
      SUBSIDIARY GUARANTORS named in Schedule I hereto

    


    and

    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

    
      


    

    
      
        

      



    FIFTH
      SUPPLEMENTAL INDENTURE

    
      Supplementing
        the Indenture of June 15, 2004

      


    

    
      
        

      

    

     

    Dated
      as
      of August 30, 2007

    


    83⁄8%
      SENIOR SUBORDINATED NOTES DUE 2014

    


    
      


    

    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      FIFTH SUPPLEMENTAL INDENTURE, dated as of August 30, 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 the Company of its 83⁄8% 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 and the Fourth
      Supplemental Indenture dated as of July 9, 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,
      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, Inc., a Colorado corporation and the direct parent of the Company,
      and
      CNMW Investments, Inc., a Delaware corporation and a direct wholly owned
      subsidiary of Cenveo, Inc., 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 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 Commercial Envelope Manufacturing Co., Inc.,
      Berlin & Jones Co., LLC, Cenveo CEM, LLC, Cenveo CEM, Inc. and Heinrich
      Envelope, LLC (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.

     

    
      SECTION
        1.02.  AMENDMENT
        OF DEFINITION OF “SUBSIDIARY GUARANTORS”

    

     

    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. and CNMW
      Investments, Inc.;”

     

    In
      furtherance of the foregoing, each of Cenveo, Inc. and CNMW Investments, Inc.
      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, Inc. and CNMW Investments, Inc. 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/
                  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/
                  John G.
                  Correia                        
                   

              	 
	 	
                Name:

              	
                John
                  G. Correia

              	 
	 	
                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.

    COMMERCIAL
      ENVELOPE MANUFACTURING CO., INC.

    BERLIN &
      JONES CO., LLC

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    HEINRICH
      ENVELOPE, LLC

    CENVEO
      CEM, INC.

    CENVEO
      CEM, LLC

    CENVEO,
      INC.

    CNMW
      INVESTMENTS, INC.