Exhibit 10.1 SECOND AMENDMENT TO
AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT This
Second Amendment to Amended and Restated Loan and Security Agreement
(Amendment) is made this 9th day of November, 2004, by and among
PHOENIX COLOR CORP., PCC EXPRESS, INC., TECHNIGRAPHIX, INC., PHOENIX (MD.) REALTY,
LLC, and PHOENIX COLOR FULFILLMENT, INC.,(each is referred to individually as
a Borrower and collectively, as the Borrowers), the lending
institutions listed from time to time on Schedule 1.1(a) to the Credit Agreement (as
defined below) (singly, a Lender and collectively, Lenders), and
Wachovia Bank, National Association, as administrative agent for Lenders (in such
capacity, Agent). BACKGROUND A.
 Borrowers,
Agent and Lenders are parties to a Amended and Restated Loan and           Security
Agreement dated September 30, 2003 (as amended or otherwise modified           from time
to time, the Credit Agreement), pursuant to which certain           financing
arrangements were established for the benefit of Borrowers. All           capitalized
terms not otherwise defined herein shall have the respective           meanings ascribed
thereto in the Credit Agreement. B.
 Borrowers
have requested that Agent and Lenders modify, in certain respects, the           Credit
Agreement and Agent and Lenders have agreed to make such modifications,           all as
more fully set forth herein and subject to the terms and conditions           hereof. NOW,
THEREFORE, with the foregoing Background incorporated by reference herein and made part
hereof, the parties hereto, intending to be legally bound, hereby agree as follows: 1.
Amendment. The Credit Agreement is amended as follows: (a)
Definitions. The definition of Fixed Charges contained in
          Section 1.1 of the Credit Agreement is amended and restated as follows: Fixed
Charges for any measurement period, the sum of (a) Consolidated Interest
Expense, plus (b) scheduled payments of principal of all Indebtedness of Borrowers
during the next succeeding 12 month period (including, without limitation, that portion
of any Capitalized Lease Obligations attributable to principal amortization in accordance
with GAAP), plus, (c) tax payments of Borrowers for such period (reduced, however,
by any cash tax refunds received by Borrowers during such period); provided, however,
with respect to subclause (b) above, such calculation for the fiscal quarter ending
September 30, 2004 shall be based upon the three months ending on such date, such
calculation for the fiscal quarter ending December 31, 2004 shall be based upon the six
months ending on such date, and such calculation for the fiscal quarter ending March 31,
2005 shall be based upon the nine months ending on such date.    2.
Effectiveness Conditions. This Amendment shall become effective upon the
          satisfactory completion, as determined by Agent in its discretion, of the
          following conditions (Effectiveness Conditions) (all documents to
be           in form and substance satisfactory to Agent):


(a)
          Execution and delivery by all parties of this Amendment;


(b)
          Delivery of all consents and approvals of the boards of directors, shareholders
          and other applicable third parties necessary in connection with this
transaction           shall have been obtained;


(c)
          No Default or Event of Default exists; and


(d)
          Payment of Expenses.


3.
Representations and Warranties. Each Borrower warrants and represents to
          Agent and Lenders that:


(a)
Prior Representations. As of the date of this Amendment, all warranties
          and representations set forth in the Credit Agreement and Loan Documents are
          true and correct in all material respects, both before and after giving effect
          to this Amendment.


(b)
No Default. No Default or Event of Default is outstanding or would exist
          after giving effect to this Amendment.


4.
Incorporation into Existing Loan Documents. The parties acknowledge and
          agree that this Amendment is incorporated into and made part of the Credit
          Agreement and Loan Documents, the terms and provisions of which, unless
          expressly modified herein, are hereby ratified and confirmed and continue
          unchanged and in full force and effect. Any future reference to the Credit
          Agreement or Loan Documents shall mean the Credit Agreement or Loan Documents
as           amended hereby. To the extent that any term or provision of this Amendment
is or           may be deemed expressly inconsistent with any term or provision in the
Loan           Documents, the terms and provisions hereof shall control.


5.
Miscellaneous.


(a)
Headings. The headings of any paragraph of this Amendment are for
          convenience only and shall not be used to interpret any provision hereof.


(b)
Other Instruments. Each Borrower shall execute any other documents,
          instruments and writings, in form and substance satisfactory to Agent, as Agent
          may reasonably request, to carry out the intentions of the parties hereunder.


(c)
Modifications. No modification hereof or any agreement referred to herein
          shall be binding or enforceable unless in writing and signed on behalf of the
          party against whom enforcement is sought.
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(d)
Third Party Rights. No rights are intended to be created hereunder for
          the benefit of any third party donee, creditor, or incidental beneficiary.


(e)
Governing Law. The terms and conditions of this Amendment shall be
          governed by and construed in accordance with the substantive laws of the
          Commonwealth of Pennsylvania without regard to its otherwise applicable
          principles of conflicts and laws.


(f)
Counterparts. This Amendment may be executed in counterpart all, of which
          counterparts taken together shall constitute one completed fully executed
          document. A photocopied or facsimile signature shall be deemed to be the
          functional equivalent of a manually executed original for all purposes.


(g)
WAIVER OF JURY TRIAL. BORROWERS, AGENT AND LENDERS, BY THEIR EXECUTION
          OF THIS AMENDMENT, EACH REAFFIRM THEIR WAIVER OF THE RIGHT TO TRIAL BY JURY IN
          ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR
          RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL.


[REMAINDER OF PAGE
LEFT INTENTIONALLY BLANK]
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Dated
the date and year first written above.

PHOENIX
      COLOR CORP.BORROWERS:
    By:              /s/
      Edward Lieberman
                  
      Name:         Edward Lieberman
                  
      Title:           Chief
      Financial Officer
                  PCC EXPRESS,
      INC.By:              /s/
      Edward Lieberman
                  
      Name:         Edward Lieberman
                  
      Title:           Chief
      Financial Officer
                  TECHNIGRAPHIX,
      INC.By:              /s/
      Edward Lieberman
                  
      Name:         Edward Lieberman
                  
      Title:           Chief
      Financial Officer
                  PHOENIX
      (MD.) REALTY, LLCBy:              /s/
      Edward Lieberman
                  
      Name:         Edward Lieberman
                  
      Title:           Chief
      Financial Officer
                  PHOENIX
      COLOR FULFILLMENT, INC.By:              /s/
      Edward Lieberman
                  
      Name:         Edward Lieberman
                  
      Title:           Chief
      Financial Officer
                  [SIGNATURE PAGE
A&R LOAN AND SECURITY AGREEMENT]


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AGENT:
    WACHOVIA
      BANK, NATIONAL ASSOCIATIONBy:
                  /s/
      Margaret A. Byrne
                  
      Name:        Margaret A. Byrne
                  
      Title:          Vice President
                  LENDER:
    WACHOVIA
      BANK, NATIONAL ASSOCIATIONBy:             /s/
      Margaret A. Byrne
                  
      Name:        Margaret A. Byrne
                  
      Title:          Vice President
                  