ex4p6.htm


    
      
        
          

        



      
        Exhibit
          4.6

         

        EXECUTION
          COPY



    

    
      

      

    

    


    
      


    

     

    CENVEO
      CORPORATION

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

    


    the
      GUARANTORS named in Schedule I hereto

    


    and

    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

    
      


    

    
      
        

      



    FIFTH
      SUPPLEMENTAL INDENTURE

    
      Supplementing
        the Indenture of February 4, 2004

      


    

    
      

    

     

    Dated
      as
      of August 30, 2007

    


    77⁄8%
      SENIOR SUBORDINATED NOTES DUE 2013

    


    
      


    

    


    
      

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THIS
      FIFTH SUPPLEMENTAL INDENTURE, dated as of August 30, 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, the Third Supplemental Indenture dated as of March 7, 2007 and the Fourth
      Supplemental Indenture dated as of July 9, 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 Fifth Supplemental
      Indenture; and

     

    WHEREAS,
      all things necessary to make this Fifth 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 Commercial Envelope Manufacturing Co., Inc., CNMW
      Investments, 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 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
      Fifth Supplemental Indenture is effective when executed (the “Operative
      Date”).

     

    
      SECTION
        2.02.  COUNTERPART
        ORIGINALS

    

     

    The
      parties may sign any number of copies of this Fifth 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
      Fifth 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 Fifth
      Supplemental Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Fifth 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

            
	 	 	 	 
	 	
              By:

            	
              /s/
                John G.
                Correia                        
                 

            	 
	 	
              Name:

            	
              John
                G. Correia

            	 
	 	
              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.

    Commercial
      Envelope Manufacturing Co., Inc.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Berlin
        & Jones Co., LLC

    

    Heinrich
      Envelope, LLC

    Cenveo
      CEM, LLC

    Cenveo
      CEM, Inc.

    CNMW
      Investments, Inc.