CENVEO CORPORATION,


as Issuer,





the GUARANTORS named herein





and





WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Trustee







FIRST SUPPLEMENTAL INDENTURE


Supplementing the Indenture of
 February 5, 2010





Dated as of December 21, 2010





8.875% Senior Second Lien Notes due 2018
















THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 21, 2010, is among Cenveo Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).




WHEREAS, in connection with the issuance by the Company of its 8.875% Senior Second Lien Notes due 2018 (the “Notes”), in the aggregate principal amount of $400,000,000, the Company, the Guarantors and the Trustee entered into an indenture dated as of February 5, 2010 (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 First Supplemental Indenture; and




WHEREAS, all things necessary to make this First 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 4.14 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 CMS Gilbreth Packaging Systems, Inc. and Impaxx, Inc. (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 10 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 10 thereof) which are binding on a Guarantor.




ARTICLE 2.


MISCELLANEOUS




SECTION 2.01.
OPERATIVE DATE




This First Supplemental Indenture is effective when executed (the “Operative Date”).











SECTION 2.02.
COUNTERPART ORIGINALS




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













IN WITNESS WHEREOF, the parties hereto have caused this First 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







WELLS FARGO BANK, NATIONAL ASSOCIATION,  as Trustee







By:       /s/ Raymond Delli Colli


Name:  Raymond Delli Colli


Title:    Vice President








FIRST 8.875% SUPPLEMENTAL INDENTURE


SCHEDULE I


Cenveo, Inc.


Cenveo Commercial Ohio, LLC


Cenveo Government Printing, Inc.


Cenveo Services LLC


Cenveo Resale Ohio, LLC


Discount Labels, LLC


Cenveo Omemee LLC


Colorhouse China, Inc.


CRX JV, LLC


CRX Holding, Inc.


Rx Technology Corp.


CNMW Investments, Inc.


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 Marketing Group, 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 Incorporated


VSUB Holding Company


Cenveo CEM, LLC


Cenveo CEM, Inc.


Madison/Graham ColorGraphics, Inc.


Madison/Graham ColorGraphics Interstate Services, Inc.


Commercial Envelope Manufacturing Co. Inc.


Berlin & Jones Co., LLC


Heinrich Envelope, LLC


Rex Corporation


































136 Eastport Road, LLC Lightning Labels, LLC
 Nashua Corporation
 Nashua International, Inc.
 Cenveo Alberta Finance Limited Partnership
 Cenveo McLaren Morris & Todd Company
 CMS Gilbreth Packaging Systems, Inc.
 Impaxx, Inc.