ex4p18.htm


    
      
        

      
EXHIBIT 4.18

      
        


        
          

          

        

      

       

      
        
          

        

         

      

      CENVEO
CORPORATION

      (as
successor to Cadmus Communications Corporation)

      


      the
SUBSIDIARY GUARANTORS named in Schedule I hereto

      


      and

      


      U.S. BANK
NATIONAL ASSOCIATION,

      as
Trustee

      
         

      

      
        
          

        



      EIGHTH
SUPPLEMENTAL INDENTURE

      
        Supplementing
the Indenture of

        June 15,
2004

         

      

      
        
          

        



       

      Dated as
of August 20, 2008

      


      83⁄8%
SENIOR SUBORDINATED NOTES DUE 2014

      


      
        


      

      


      
        

        

      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      THIS
EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 20 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, the Sixth Supplemental
Indenture dated as of November 7, 2007 and the Seventh Supplemental Indenture
dated as of April 16, 2008, 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, Lightning Labels, LLC (the “Additional Guarantor”) 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 Guarantor 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/ John G.
Correia                                            


      Name:  
John G. Correia

      Title:    
Vice President


      
        
          
            EIGHTH
SUPPLEMENTAL INDENTURE (CADMUS)

          

           


        

        
           


          
            

          

        

        
           


        

      


      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

      LIGHTNING
LABELS, LLC