**Exhibit 10.41.2**

 

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT 

AGREEMENT 

 

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 17th day of September, 2004, by and among CADMUS COMMUNICATIONS CORPORATION (the “Borrower”), the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent,BNP PARIBAS, ING CAPITAL LLC, and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, and the GUARANTORS party hereto. 

 

R E C I T A L S: 

 

The Borrower, the Administrative Agent and the Lenders have entered into a certain Second Amended and Restated Credit Agreement dated January 28, 2004 (asamended by the First Amendment to Second Amended and Restated Credit Agreement dated as of June 15, 2004, the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have therespective meanings assigned to them in the Credit Agreement. 

 

The Guarantors have executed or otherwise become a party to a certain Amended and Restated Guaranty Agreement dated as of January 28, 2004 (the “Guaranty”). 

 

The Borrower and Guarantors have requested the Administrative Agent and the Lenders to amend the Credit Agreement upon theterms and conditions hereinafter set forth. 

 

NOW, THEREFORE, inconsideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders, intending tobe legally bound hereby, agree as follows: 

 

SECTION 1.Recitals. The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment. 

 

SECTION 2. Amendment. Section 6.29 of the Credit Agreement is hereby amended by inserting the following at the end of the first paragraph ofSection 6.29: 

 

For purposes of making the calculation requiredby clause (5) of the immediately preceding sentence, the aggregate amount of all repurchases of the Borrower’s common stock under subsection (D) of this Section 6.29 shall be reduced by the aggregate amount received by the Borrower after theEffective Date as a result of the exercise of stock options issued by the Borrower and the issuance of new common stock of the Borrower in connection therewith. 

 

SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the obligations ofthe Lenders hereunder are subject to the following conditions: 

 

(a) receipt by the Administrative Agent from each of the parties hereto of a duly executed counterpart of this Amendment signed by the Borrower, the Guarantors, and the Required Lenders; 

 

(b) receipt by the Administrative Agent from the Borrower of any and all feesand expenses to be paid by the Borrower to the Administrative Agent in connection with this Amendment; and 

 

(c) the fact that the representations and warranties of the Borrower contained in Article V of the Credit Agreement and in Section 5 of this Amendmentshall be true on and as of the date hereof. 

 

SECTION 4. NoOther Amendment. Except for the amendments set forth above, the text of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it be construed as, a novation. The CreditAgreement and this Amendment shall be construed together as a single agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement, except as herein amended,nor affect nor impair any rights, powers or remedies under the Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve all of their rights and remedies against all parties who may be or may hereafter becomesecondarily liable for the repayment of the Obligations. The Borrower promises and agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby amended, theCredit Agreement, as amended, being hereby ratified and affirmed. The Borrower hereby expressly agrees that the Credit Agreement, as amended, is in full force and effect. 

 

SECTION 5. Representations and Warranties. The Borrower hereby represents and warrants to each of the Lenders asfollows: 

 

(a) No Default under the Credit Agreement hasoccurred and is continuing unwaived by the Lenders on the date hereof. 

 

(b) The Borrower and Guarantors have the power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by them. 

 

(c) This Amendment has been duly authorized, validly executed and deliveredby one or more authorized officers of the Borrower and Guarantors and constitutes a legal, valid and binding obligation of the Borrower, and each Guarantor enforceable against it in accordance with its terms, provided that such enforceability issubject to general principles of equity. 

 

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(d) The execution and delivery of this Amendment and the performance of the Borrower and Guarantorshereunder do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrower or any Guarantor, nor be in contravention of or in conflict with the articles ofincorporation or bylaws of the Borrower, or any Guarantor, or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which the Borrower, or any Guarantor is party or by which the assets orproperties of the Borrower and Guarantors are or may become bound. 

 

SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. 

 

SECTION 7. Governing Law. This Amendment shall be governed by, andconstrued in accordance with, the law of the State of North Carolina. 

 

SECTION 8. Consent by Guarantors. The Guarantors consent to the foregoing amendments. The Guarantors promise and agree to perform all of the requirements, conditions, agreements and obligations under the terms of the Guaranty andIndemnity, Subrogation and Contribution Agreement, said Guaranty and Indemnity, Subrogation and Contribution Agreement being hereby ratified and affirmed. The Guarantors hereby expressly agree that the Guaranty and Indemnity, Subrogation andContribution Agreement are in full force and effect. 

 

[Theremainder of this page intentionally left blank.] 

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their respective dulyauthorized officers or representatives to execute and deliver, under seal, this Amendment as of the day and year first above written. 

 

BORROWER:

CADMUS COMMUNICATIONS CORPORATION

By:
 
/s/ Paul K. Suijk
 (SEAL)
Name:
 
Paul K. Suijk

Title:
 
Senior VP & CFO

 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

Page 1 of 9 

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
By:
 
/s/ Laura Kubwak
 (SEAL)
Name:
 
Laura Kubwak
  
Title:
 
Associate
  
 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

Page 2 of 9 

BANK OF AMERICA, N.A., as Syndication Agent and a Lender
By:
 
/s/ Scott K. Mitchell
 (SEAL)
Name:
 
Scott K. Mitchell
  
Title:
 
Senior Vice President
  
 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

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BNP PARIBAS, as Co-Documentation Agent and a LenderBy: 
/s/ Christopher Perras

Name:
 
Christopher Perras

Title:
 
Associate
By: 
/s/ Shayn March

Name:
 
Shayn March

Title:
 
Director

 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

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ING CAPITAL LLC, as Co-Documentation Agent and a LenderBy: 
/s/ William C. Beddingfield
 (SEAL)
Name:
 
William C. Beddingfield
  
Title:
 
Managing Director
  
 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

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THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agent and a LenderBy: 
*/s/ Maria Amaral-LeBlanc*
 (SEAL)
Name:
 
*Maria Amaral-LeBlanc*
  
Title:
 
*Senior Vice President*
  
 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

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NATIONAL CITY BANK, as a Lender  By: 
/s/ Heather M. Mclotyre
 (SEAL)
Name:
 
Heather M. Mclotyre
  
Title:
 
Vice President
  
 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

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HARRIS TRUST AND SAVINGS BANK, as a LenderBy: 
/s/ Thomas A. Batterham
 (SEAL)
Name:
 
Thomas A. Batterham
  
Title:
 
Managing Director
  
 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

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GUARANTORS:
CADMUS INTERNATIONAL HOLDINGS, INC.;

CADMUS JOURNAL SERVICES, INC.; CADMUS

MARKETING GROUP, INC.; CADMUS

PRINTING GROUP, INC.; MACK PRINTING

COMPANY; PORT CITY PRESS, INC.; SCIENCE

CRAFTSMAN INCORPORATED; WASHBURN

GRAPHICS, INC.
By: 
/s/ Christopher T. Schools
 (SEAL)
Name:
 
Christopher T. Schools
  
Title:
 
VP & Treasurer
  
CADMUS INVESTMENTS, LLC
By: 
/s/ Christopher T. Schools
 (SEAL)
Name:
 
Christopher T. Schools
  
Title:
 
President/Assistant Treasurer
  
CDMS MANAGEMENT, LLC
By: 
/s/ Christopher T. Schools
 (SEAL)
Name:
 
Christopher T. Schools
  
Title:
 
Treasurer
  
 

Signature Page of 

Second Amendment to Second Amended and Restated Credit Agreement 

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