ex4p8.htm


    
      
        
          

        

      

      EXHIBIT 4.8

       

      
 

    

    
      

      

    

    


    
      
        
          

        

      

    

     

    CENVEO
CORPORATION

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

    


    the
GUARANTORS named in Schedule I hereto

    


    and

    


    U.S. BANK
NATIONAL ASSOCIATION,

    as
Trustee

     

    
      
        
          

        

      

    

     

    SEVENTH
SUPPLEMENTAL INDENTURE

    
      Supplementing
the Indenture of

      February
4, 2004

      


    

    
      
        

      

       

    

     

    Dated as
of August 20, 2008

    


    77⁄8%
SENIOR SUBORDINATED NOTES DUE 2013

    


    
       

    

    


    
      

      

    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    THIS
SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 20, 2008, 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, 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 April 16, 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 Seventh
Supplemental Indenture; and

     

    WHEREAS,
all things necessary to make this Seventh 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, 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 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 the 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 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
Seventh Supplemental Indenture is effective when executed (the “Operative Date”).

     

    
      	
              SECTION
      2.02.

            	
              COUNTERPART
      ORIGINALS

            


    

     

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

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Seventh 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

    



    
      
        
          SEVENTH
7 7/8% 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