Exhibit
10.20


 


April 27, 2004


 


 


PRIVATE AND CONFIDENTIAL


 


DLJ Merchant Banking II,
Inc.


11 Madison Avenue


New York, NY 10010


 


Von Hoffmann
Corporation


1000 Camera Avenue


St. Louis, MO
63126


 


Ladies and Gentlemen:


 


Reference is hereby made
to that certain letter agreement dated March 26, 2002, as amended (the “Amendment”)
on October 31, 2003 (as amended, the “Agreement”), a copy of which is
attached hereto, between Credit Suisse First Boston Corporation (n/k/a Credit
Suisse First Boston LLC “CSFB”) and Von Hoffmann Corporation (the “Company”).  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.


 


CSFB hereby assigns as of
the date hereof all of its rights and obligations under the Agreement to DLJ
Merchant Banking II, Inc. (“Merchant Banking”), and Merchant Banking
hereby assumes as of the date hereof all of the rights and obligations of CSFB
under the Agreement.  The Company hereby
consents to such assignment and assumption, and the Company shall pay to
Merchant Banking, instead of the amounts and the times set forth in paragraph
2(a) of the Agreement, the Annual Fee in the amount, and at the times, set
forth in the following paragraph.


 


Merchant Banking and the
Company hereby agree that after giving effect to the foregoing assignment (i)
the waiver of the Annual Fee referenced in the Amendment is hereby terminated;
(ii) the Agreement shall be valid and effective for a term of one (1) year from
the date hereof; (iii) the Annual Fee due and payable for 2004 (i.e. $500,000)
shall be paid by the Company within three (3) business days following the date
hereof; and (iv) paragraph 5 (Additional Services) of the Agreement is deleted
in its entirety.


 


Notwithstanding the
foregoing, CSFB and its affiliates shall have the rights and benefits provided
by the indemnity set forth on Annex A to the Agreement (in addition to, and not
to the exclusion of, Merchant Banking) for any advisory services rendered or
failed to be rendered by CSFB to the Company pursuant to the Agreement prior to
the date hereof.


 


Please confirm your
agreement with the foregoing by signing in the space indicated below and
returning an executed copy of this letter to CSFB.


 

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST
  BOSTON LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward Yorke

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward Yorke

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 


 


Accepted and agreed to


this 27th day of
April, 2004


 


	
  DLJ MERCHANT BANKING
  II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Michael Isikow

  	
   

  
	
   

  	
  Name:

  	
  Michael Isikow

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged and agreed
  to

  
	
  this 27th day of April,
  2004

  
	
   

  	
   

  	
   

  
	
  VON HOFFMANN
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gary Wetzel

  	
   

  
	
   

  	
  Name:

  	
  Gary Wetzel

  
	
   

  	
  Title:

  	
  Chief Financial Officer