ex4p21.htm


    
      
        

      
EXHIBIT 4.21

     

    
      

      

    

    
       

        
          

        

      

       

      CENVEO
CORPORATION

      


      the
GUARANTORS named in Schedule I hereto

      


      and

      


      U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee

       

      
        
          
            

          

           

        

      

      FIRST
SUPPLEMENTAL INDENTURE

      
        Supplementing
the Indenture of

        June 13,
2008

        


      

      
        
          

        



       

      Dated as
of August 20, 2008

      


      10.5%
SENIOR NOTES DUE 2016

      


      
        


        
          

          

        

      

      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      THIS
FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2008, 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
U.S. Bank National Association, as trustee (the “Trustee”).

       

      WHEREAS,
in connection with the issuance by the Company of its 10.5% Senior Notes due
2016 (the “Notes”), in
the aggregate principal amount of $175,000,000, the Company, the Guarantors and
the Trustee entered into an indenture dated as of June 13, 2008 (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, Lightning Labels, LLC (the “Additional Guarantor”) 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 the 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

      


       

      U.S. BANK
NATIONAL ASSOCIATION

       

      


      By:  /s/ John G.
Correia                                                 


      Name:  John
G. Correia

      Title:   
Vice President

      


      



      
        
          
            FIRST
10.5% SUPPLEMENTAL INDENTURE

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                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.

              


      

      
        	
                Rex
      Corporation

              


      

      
        	
                136
      Eastport Road, LLC

              


      

      
        	
                Lightning
      Labels, LLC