ex4p16.htm


    
      Exhibit
4.16

    

    
      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

     

    
      
        
          

        

      

    

     

    SEVENTH
SUPPLEMENTAL INDENTURE

    
      Supplementing
the Indenture of 

      June 15,
2004

      


    

    
      
        

      

    

     

    Dated as
of April 16, 2008

    


    83⁄8%
SENIOR SUBORDINATED NOTES DUE 2014

    


    
      


    

    


    
      

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THIS
SEVENTH SUPPLEMENTAL INDENTURE, dated as of April 16, 2008 (this “Supplemental Indenture”), is
among Cenveo Corporation, a Delaware 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, the
Fourth Supplemental Indenture dated as of July 9, 2007, the Fifth
Supplemental Indenture dated as of August 30, 2007 and the Sixth Supplemental
Indenture dated as of November 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 Rex Corporation and 136 Eastport Road, 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.

     

    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.

     

    



    
      
         
2

      

      
         


        
          

        

      

      
         


      

    


     

    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/ Susan
Freedman                                       
                                                              

    Name:
Susan Freedman

    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.

    CENVEO
ALBERTA FINANCE LIMITED PARTNERSHIP

    CENVEO
MCLAREN MORRIS AND TODD COMPANY

    CENVEO
MM&T PACKAGING COMPANY

    REX
CORPORATION

    136
EASTPORT ROAD, LLC