Exhibit 4.2



 






Exhibit 4.2




AMENDMENT TO AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT




     This Amendment (the “Amendment”), dated as of December 2, 2005 is made and entered into
pursuant to Section 16 of the Amended and Restated Stockholders Agreement (the “Stockholders
Agreement”), dated as of October 19, 1999 among Day International Group, Inc. (the “Company”),
Greenwich IV LLC (“Greenwich”), SGC Partners I LLC (“SG”), the holders of Company Preference Stock
signatory thereto (“Preference Holders”), and the Employee Stockholders signatory thereto (together
with Greenwich, SG and the Preference Holders, the “Stockholders”). Capitalized terms used herein
and not defined herein shall have the meanings given such terms in the Stockholders Agreement.



     WHEREAS, the Company is redeeming all of the outstanding 18% Preferred Stock as of the date
hereof;



     WHEREAS, the stockholders of the Company have amended (i) the Certificate of Designation of
the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 18%
Convertible Cumulative Preference Stock due 2010 and Qualifications, Limitations and Restrictions
Thereof relating to the 18% Convertible Cumulative Preference Stock due 2010 of the Company (the
“18% Preferred Stock”) and (ii) the Certificate of Incorporation of the Company, to provide that
the holders of the 18% Preferred Stock will receive Class C Non-Voting Common Stock of the Company,
par value $0.01 per share (the “Class C Common Stock”), instead of Future Warrants upon an optional
redemption of the 18% Preferred Stock; and



     WHEREAS, the undersigned, being the Company, Greenwich, SG, the holders of at least a majority
of the outstanding Employee Stock and the holders of a majority of the outstanding shares held by
Preference Holders desire to amend the Stockholders Agreement to add the Class C Common Stock to
the Stockholders Agreement as provided in this Amendment.



     NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby
amend the Stockholders Agreement as follows:




	1.	 	Delete the second “WHEREAS” clause in its entirety and replace it with the following:
	 
	 	 	“WHEREAS, the Company has three classes of Common stock, Class A Common Stock, par value
$0.01 per share (the “Voting Common Stock”), Class B Non-Voting Common Stock, par value
$0.01 per share (the “Class B Common Stock”), and Class C Non-Voting Common Stock, par value
$0.01 per share (the “Class C Common Stock”; together with the Class B Common Stock, the
“Non-Voting Common Stock”; and together with the Voting Common Stock and the Class B Common
Stock, the “Common Stock”).




 









 






	2.	 	In Section 2, after the definition of “Certificate of Designation,” insert the following new
defined term:
	 
	 	 	“Class C Common Stock” is defined in the second “Whereas” clause.
	 
	3.	 	In Section 2, after the definition of “Qualified Public Offering,” insert the following new
defined term:
	 
	 	 	“Redemption Common Stock” means Class C Common Stock and any shares of the Company’s Common
Stock (including, without limitation, Class A Common Stock) that may be issued directly or
indirectly upon the exchange or conversion of any Class C Common Stock.
	 
	4.	 	Delete the definition of “Warrant Shares” in its entirety:
	 
	5.	 	In the definition of “Preference Holder” contained in Section 2, delete the phrase “and shall
include any holder of Warrant Shares or Conversion Shares” and replace it with “and shall
include any holder of Class C Common Stock or Conversion Shares”.
	 
	6.	 	In the definition of “Stockholder Shares” contained in Section 2, delete the phrase “(i) all
            shares of Common Stock acquired by the Stockholders, including all shares of Common Stock
acquired pursuant to the exercise of Options, Warrant Shares and Conversion Shares and ” and
replace it with “(i) all shares of Common Stock acquired by the Stockholders, including all
            shares of Common Stock acquired pursuant to the exercise of Options, Class C Common Stock and
Conversion Shares and”.
	 
	7.	 	In Section 10(a), delete the phrase “(iii) from and after a Qualified Public Offering, the
holders of Warrant Shares shall have the right to require the Company to effect up to three
registrations of Warrant Shares and Conversion Shares (any such registration, a “Demand
Registration”) (the Stockholder requesting such Demand Registration, the “Requesting
Stockholder”)” and replace it with “(iii) from and after a Qualified Public Offering, the
holders of Redemption Common Stock shall have the right to require the Company to effect up to
three registrations of Redemption Common Stock and Conversion Shares (any such registration, a
“Demand Registration”) (the Stockholder requesting such Demand Registration, the “Requesting
Stockholder”)”.
	 
	8.	 	In Section 19, delete the sentence “Prior to any permitted transfer of any shares of SG
Stock, Employee Stock, Preference Stock, Warrant Shares or Conversion Shares, SG, the
applicable Employee Stockholder or Preference Holder, as the case may be, will cause the
transferee of such shares to agree in writing to be bound by the provisions of this Agreement
and such shares of SG Stock, Employee Stock, Preference Stock, Warrant Shares or Conversion
Shares will continue to be SG Stock, Employee Stock, Preference Stock, Warrant Shares or
Conversion Shares, respectively, for purposes of this Agreement.” and replace it with “Prior
to any permitted transfer of any shares of SG Stock, Employee Stock, Preference Stock,
Redemption Common Stock or Conversion Shares, SG, the applicable Employee Stockholder or
Preference Holder, as the case may be, will cause the transferee of such shares to agree in
writing to be bound by the




 









 






	 	 	provisions of this Agreement and such shares of SG Stock, Employee Stock, Preference Stock,
Redemption Common Stock or Conversion Shares will continue to be SG Stock, Employee Stock,
Preference Stock, Redemption Common Stock or Conversion Shares, respectively, for purposes
of this Agreement.”
	 
	9.	 	Miscellaneous Provisions.





     9.1 Governing Law. This Amendment shall be governed by, and construed and interpreted
in accordance with, the laws of the State of Delaware, without giving effect to the conflict of
laws principles thereof.



     9.2 Effect of Amendment. The Stockholders Agreement, as amended by this Amendment,
sets forth the entire understanding with respect to the transactions contemplated hereby. The
Stockholders Agreement, as amended hereby, shall continue in full force and effect.



     9.3 Headings. The headings of the sections hereof are inserted for convenience only
and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.



     9.4 Interpretation. In case any one or more of the provisions contained in this
Amendment shall, for any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions of this
Amendment, and this Amendment shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.



     9.5 Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall constitute an original and all of which, when taken together, shall constitute one
Amendment.


[Remainder of Page Intentionally Left Blank]




 









 





     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment, all as of the date
first written above.



	 	 	 	 	 	 	 
	 	 	DAY INTERNATIONAL GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Thomas J. Koenig
 

Name: Thomas J. Koenig
	 	 
	 

	 	 	 	Title: Vice President and CFO	 	 
	 
	 	 	 	 	 	 
	 	 	GREENWICH IV LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Greenwich Street Capital Partners, L.P., its	 	 
	 	 	managing member	 	 
	 	 	By: Greenwich Street Investments, L.P., its general	 	 
	 	 	partner	 	 
	 	 	By: Greenwich Street Investments, LLC, its	 	 
	 	 	general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Keith W. Abell
 

Name: Keith W. Abell
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	SGC PARTNERS I LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher A. White
 

Name: Christopher A. White
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE STOCKHOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	     /s/ Dennis R. Wolters	 	 
	 	 	 	 	 
	 	 	Dennis R. Wolters	 	 
	 
	 	 	 	 	 	 
	 	 	     /s/ Thomas J. Koenig	 	 
	 	 	 	 	 
	 	 	Thomas J. Koenig	 	 
	 
	 	 	 	 	 	 
	 	 	     /s/ Steven F. Skerl	 	 
	 	 	 	 	 
	 	 	Steven F. Skerl	 	 





[Signature Page to Amendment to Stockholders Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	PREFERENCE HOLDERS:	 	 
	 
	 	 	 	 	 	 
	 	 	QUANTUM INDUSTRIAL PARTNERS LDC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Jay A. Schoenfarber
 

Name: Jay A. Shoenfarber
	 	 
	 

	 	 	 	Title: Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	SFM DOMESTIC INVESTMENTS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Jay A. Schoenfarber
 

Name: Jay A. Shoenfarber
	 	 
	 

	 	 	 	Title: Attorney-in-Fact	 	 





[Signature
Page to LLC Agreement Amendment]