EX-10.2









Exhibit 10.2         



SECOND AMENDMENT TO
LOAN AGREEMENT



         THIS
SECOND AMENDMENT TO LOAN AGREEMENT (this “Second Amendment”) entered into as
of this 26th day of May, 2005, between the DEPARTMENT OF BUSINESS AND ECONOMIC
DEVELOPMENT, a principal department of the State of Maryland (the
“Department”), and PHEONIX COLOR CORP., a Delaware corporation (the
“Borrower”). 



RECITALS



         1.
The Department made a conditional loan to the Borrower in the original principal amount
of $500,000 (the “Loan”) pursuant to the terms of a Loan Agreement dated May 3,
2000, between the Department and the Borrower, as amended by a First Amendment to Loan
Agreement dated July 20, 2000, between the Department and the Borrower (as amended, the
“Loan Agreement”).  




         2.
The Loan is evidenced by a promissory note dated May 3, 2000, made by the Borrower
payable to the order of the Department in the original principal amount of $500,000 (the
“Note”).  




         3.
       The Borrower has requested that the Department modify the terms of the Loan
Agreement. 




         4.
       Pursuant to the Borrower’s request, the Department agrees to amend the terms
of the Loan Agreement pursuant to this Second Amendment. 




         NOW
THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Department agree as follows:  




         1.
Defined Terms: All capitalized terms used in this Second Amendment shall have
the same meanings as in the Loan Agreement unless otherwise defined herein.  




         2.
Recitals. The Borrower and the Department acknowledge that the above Recitals
are true and correct, and agree that the Recitals are incorporated by reference into
this Second Amendment.  




         3.
Amendment of Loan Agreement. The Loan Agreement is hereby amended as follows:  





         
         (a)
The title to Section 3.03 is hereby changed to “Section 3.03. Full
Forgiveness.”  



 




 





Phoenix Color Second Amendment
May
9, 2005 





         
         (b)
      Section  3.03(e) is hereby  amended  by  inserting  at the  beginning  of the
 Section  the  following: “Except as provided in Section 3.05 and/or 3.06 below,”.  




         
         (c)
      Sections 3.05 and 3.06 are hereby added to the Loan Agreement as follows: 




         
         
         “Section
3.05. Pro Rata Repayment.  



	 	         
         If as of December 31, 2005, the Borrower and the Borrower’s Subsidiaries
employ less than 543 Permanent, Full-time Employees, but employ at least 360
Permanent, Full-time Employees, the Borrower shall repay to the Department a
portion of the Loan equal to $1,485 for each Permanent, Full-time Employees less
than 543, together with accrued interest thereon from May 3, 2000 (except as
provided in Section 3.06(a) below), as provided in the Note. 









         
         
         Section
3.06. Partial Forgiveness.  



	 	         
                  (a)
      Notwithstanding  the  provisions of Section 3.05 above,  if the Borrower  provides
the employment report required under Section 3.04(b) by January 30, 2006, is required to
repay a portion of the Loan under the terms of Section 3.05, and is willing to make such
payment to the Department by January 31, 2006, the Borrower may calculate the amount owed
under Section 3.05 exclusive of accrued interest. If the Department determines that the
Borrower has complied with the provisions of this subsection, the Department will forgive
the interest which has accrued on the principal amount to be repaid under Section 3.05.
If the Borrower fails to meet the requirements of this subsection, then the Borrower
shall repay the full amount required to be repaid under Section 3.05 as provided in the
Note.  








	 	         
                  (b)
      If the  Borrower  is required to repay a portion of the Loan as provided  in
Section 3.05, the Department will forgive the amount of the Loan which is not subject to
repayment under Section 3.05, if no Default exists, and no event, circumstance, act or
omission which, with the giving of notice, the passage of time, or both, would constitute
a Default. Determination of amounts to be forgiven shall be made after determining any
amounts required to be repaid under Section 3.05.” 








         4.
The Borrower ratifies and confirms all of its liabilities and obligations under the Loan
Agreement and agrees that, except as expressly modified in this Second Amendment, the
Loan Agreement continues in full force and effect as if set forth specifically herein.  




         5.
As used in the Loan Agreement, the term “this Agreement” means the Loan
Agreement as modified by this Second Amendment, and the term “Note” means the
Note as modified by the Note Modification, unless the context clearly indicates or
dictates a contrary meaning.  



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Phoenix Color Second Amendment
May
9, 2005 




         6.
The Borrower and the Department agree that this Second Amendment shall not be construed
as an agreement to extinguish the original obligations under the Loan Agreement and shall
not constitute a novation as to the obligations of the Borrower under the Loan Agreement.  




         7.
This Second Amendment may not be amended, changed, modified, altered, or terminated
without in each instance the prior written consent of the Department. This Second
Amendment shall be construed in accordance with and governed by the laws of the State of
Maryland.  




         8.
       This Second  Amendment  shall inure to the benefit of, be  enforceable  by and be
binding upon the Department and Borrower and their respective successors and assigns. 




         9.
       In connection with this Second Amendment, the Borrower represents and warrants as
follows: 





         
         (a)
      Except for  specific  defaults  set forth in  Section 10 below,  there is no
default on the part of the Borrower under the Loan Agreement or the other Loan Documents,
as amended, and no event has occurred or is continuing which, with notice, or the passage
of time, or both, would constitute a default under the Loan Agreement or the other Loan
Documents, as amended.  




         
         (b)
      All of the  representations  and  warranties  of the Borrower in the Loan
 Agreement and the other Loan Documents, are true and correct on the date hereof as if
the same were made on the date hereof.  




         
         (c)
      The Loan  Agreement (as amended by this Second  Amendment),  the Note,  as amended,
 and the other Loan Documents, as amended, constitute the legal, valid and binding
obligations of the Borrower enforceable in accordance with their terms.  




         
         (d)
      If any of the foregoing  representations  and warranties prove to be false,
 incorrect or misleading in any material respect, the Department may, in its absolute and
sole discretion, declare (i) that event of default has occurred and exists under the
provisions of the Loan Agreement, and/or (ii) any of the provisions of this Second
Amendment to be void and of no force.  



         10.
The Department understands that the Borrower has failed to complete the Additional
Facilities by the Completion Date and has ceased to use the Manufacturing Facility. These
failures were defaults under Section 5.01(h) and (f) of the Loan Agreement, respectively.
The Department hereby waives these two specific defaults.  




         IN
WITNESS WHEREOF: the Borrower and the Department have caused this Second Amendment to
be duly executed and delivered under its seal, as of the day and year written in the
preamble of this Second Amendment.  



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Phoenix Color Second Amendment
May
9, 2005 


	WITNESS:
      

      

      

      

         /s/ Gloria M. Shryock     

      

      

      

      

      WITNESS: 

      

         /s/ Diane Leland             

      

      	DEPARTMENT OF BUSINESS
      AND 

        ECONOMIC DEVELOPMENT 

      

      

        By:   /s/ Aris Melissaratos      

      Name: Aris Melissaratos 

      Title: Secretary 

      

      

      PHOENIX COLOR CORP. 

      

      By:   /s/ Edward Lieberman      (Seal)

      Name: Edward Lieberman 

      Title: Chief Financial Officer 








  STATE OF MARYLAND,
    CITY/COUNTY OF BALTIMORE, TO WIT:



           I
    HEREBY CERTIFY that on this 26th day of May, 2005, before me, a Notary
    Public of the State of Maryland, in and for the State and City/County aforesaid,
    personally appeared Aris Melissaratos, who acknowledged himself to be the
    Secretary of Business and Economic Development of the State of Maryland, a
    principal department of the State of Maryland, known or satisfactorily proven
    to me to be the person whose name is subscribed to the within instrument,
    and acknowledged that he executed the foregoing Agreement on behalf of the
    Department of Business and Economic Development for the purposes therein contained
    as the duly authorized Secretary of Business and Economic Development of the
    State of Maryland. 



         AS
WITNESS my hand and Notarial Seal. 



	  	

        /s/ Robin G. Whitfield      

      Notary Public






My Commission expires: 3/1/08 



STATE OF
MARYLAND, CITY/COUNTY OF WASHINGTON, TO WIT:



         I
HEREBY CERTIFY that on this 9th day of May, 2005, before me, a Notary Public
in and for the State of Maryland, personally appeared Edward Lieberman, who acknowledged
himself/herself to be the CFO of Phoenix Color Corp., known or
satisfactorily proven to me to be the person whose name is subscribed to the within
instrument, and acknowledged that she/he executed the foregoing Second Amendment on behalf
of Phoenix Color Corp., for the purposes therein contained as its duly authorized
_________________. 



         AS
WITNESS my hand and Notarial Seal. 



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Phoenix Color Second Amendment
May
9, 2005 



	  	

       /s/ Rachel A. Grimm      

      Notary Public






My Commission expires: 5-1-2008 



Acknowledgement of
the Board of County Commissioners of Washington County 



         The
undersigned, the Board of County Commissioners of Washington County, guaranteed a portion
of the Loan pursuant to the terms of a Guaranty Agreement dated May 3, 2000, made for the
benefit of the Department. The undersigned acknowledges and consents to the terms of this
Amendment and the Note Modification, and reaffirms its obligations under the terms
of the Guaranty Agreement. 


	WITNESS: 

      

      

      

        /s/ Joni L. Bittner      

      Joni L. Bittner, Clerk	BOARD
      OF COUNTY COMMISSIONERS 

        OF WASHINGTON COUNTY 

      

      

      By:  /s/ Gregory I. Snook      

      Name: Gregory I. Snook

      Title: President 






STATE OF
MARYLAND, CITY/COUNTY OF WASHINGTON, TO WIT:



         I
HEREBY CERTIFY that on this 17th day of May, 2005, before me, a Notary Public
in and for the State of Maryland, personally appeared Gregory I. Snook, who
acknowledged himself to be the President of the Board of County Commissioners of
Washington County, known or satisfactorily proven to me to be the person whose name is
subscribed to the within instrument, and acknowledged that she/he executed the foregoing
Agreement on behalf of the Board of County Commissioners of Washington County for the
purposes therein contained as its duly authorized President. 



         AS
WITNESS my hand and Notarial Seal. 


	  	

         /s/ Vicki L.Grimm          

        Notary Public







My Commission expires: 11-1-08 



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