SCHAWK, INC. FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Re: $25,000,000 4.38% Series F Senior Notes Due January 27, 2019 of Schawk, Inc. DATED AS OF SEPTEMBER 6, 2012

EXHIBIT 10.2

SCHAWK, INC.

______________________________

FIRST AMENDMENT

TO

AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

______________________________

Re: $25,000,000 4.38% Series F Senior Notes Due January 27, 2019

of

Schawk, Inc.

DATED AS OF SEPTEMBER 6, 2012

FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT dated as of September 6, 2012 (the or this “First Amendment”) is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

RECITALS:

A.           The Company and each of the Noteholders have heretofore entered into the Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 27, 2012 (as the same may be amended, modified and supplemented from time to time, the “Note Agreement”).  The Company has heretofore issued the $25,000,000 4.38% Series F Senior Notes Due January 27, 2019 dated January 27, 2012 (collectively, the “Notes”) pursuant to the Note Agreement.

B.           The Company and the Noteholders now desire to amend the Note Agreement in the respects, but only in the respects, hereinafter set forth.

C.           Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Agreement unless herein defined or the context shall otherwise require.

D.           All requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1.   AMENDMENTS TO NOTE AGREEMENT.

Section 1.1. The definition of “EBITDA” set forth on Schedule B to the Note Agreement is hereby amended to add the following clause at the end of the first sentence thereof:

“, plus (j) extraordinary non-recurring expenses associated with the Company’s enterprise resource planning system in an aggregate amount not to exceed (i) $10,000,000 for the Last Twelve-Month Periods ending September 30, 2012, December 31, 2012 and Xxxxx 00, 0000, (xx) $8,000,000, for the Last Twelve-Month Period ending June 30, 2013, (iii) $6,000,000, for the Last Twelve-Month Period ending September 30, 2013 and (iv) $0 thereafter”

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Section 2.1. To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to the Noteholders that:

(a) this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

(d) as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing and no condition exists which has resulted in, or could reasonably be expected to have, a Material Adverse Effect;

(e) all the representations and warranties contained in Section 5 of the Note Agreement and in Section 5 of the Subsidiary Guaranty are true and correct in all material respects with the same force and effect as if made by the Company and the Subsidiary Guarantors, respectively, on and as of the date hereof;

(f) all Subsidiaries that are required to enter into the Subsidiary Guaranty or enter into a joinder agreement in respect of the Subsidiary Guaranty pursuant to Section 9.6 of the Note Agreement have so entered into the Subsidiary Guaranty or a joinder agreement in respect of the Subsidiary Guaranty and are listed on the signature pages to this First Amendment as Subsidiary Guarantors; and

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(g) neither the Company nor any of its Subsidiaries on or prior to the Amendment No. 1 Effective Date has paid or agreed to pay, nor will the Company or any of its Subsidiaries pay or agree to pay on or after to the Amendment No. 1 Effective Date, any fees or other compensation to the Administrative Agent, any Bank Lender or any holder of the 2003 Notes for or with respect to the Bank Credit Agreement First Amendment (as defined below) or the 2003 Note Agreement Sixth Amendment (as defined below) (in each case other than for the reimbursement of out of pocket expenses in connection therewith).

SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.

Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(a) executed counterparts of this First Amendment, duly executed by the Company, each of the Subsidiary Guarantors and the holders of the Notes, shall have been delivered to the Noteholders;

(b) the Company shall have delivered to the Noteholders executed copies of (i) the Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent, and the other financial institutions party thereto (the “Bank Credit Agreement First Amendment”), and (ii) the Sixth Amendment to Note Purchase Agreement dated as of September 5, 2012 among the Company and the holders of the 2003 Notes (the “2003 Note Agreement Sixth Amendment”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders;

(c) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

(d) the Company shall have paid the reasonable fees and expenses of Xxxxxx Xxxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Upon receipt of all of the foregoing, this First Amendment shall become effective (the “Amendment No. 1 Effective Date”).

SECTION 4. MISCELLANEOUS.

Section 4.1. This First Amendment shall be construed in connection with and as part of the Note Agreement and, except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Note Agreement, the Subsidiary Guaranty and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 4.2. Except as modified and expressly amended by this First Amendment, the execution, delivery and effectiveness of this First Amendment shall not (a) amend the Note

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Agreement, the Subsidiary Guaranty or any Note, (b) operate as a waiver of any right, power or remedy of any Noteholder, or (c) constitute a waiver of, or consent to any departure from, any provision of the Note Agreement, the Subsidiary Guaranty or any Note at any time.

Section 4.3. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Note Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.  At all times on and after the Amendment No. 1 Effective Date, each reference to the Note Agreement in any other document, instrument or agreement shall mean and be a reference to the Note Agreement as modified by this First Amendment.

Section 4.4. The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.5. This First Amendment shall be governed by and construed in accordance with the laws of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

[Signatures on Following Page]

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The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

	Very truly yours, SCHAWK, INC.
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Title:  Chief Financial Officer

Each of the Subsidiary Guarantors hereby (i) consents to the foregoing First Amendment and ratifies the amendments contained therein, (ii) ratifies and reaffirms all of its obligations and liabilities under each Subsidiary Guaranty (as defined in the Note Agreement referred to in the First Amendment) notwithstanding the First Amendment or otherwise, (iii) confirms that each Subsidiary Guaranty remains in full force and effect after giving effect to the First Amendment, (iv) represents and warrants that there is no defense, counterclaim or offset of any type or nature under any Subsidiary Guaranty, (v) agrees that nothing in any Subsidiary Guaranty, the Note Agreement, the First Amendment or any other agreement or instrument relating thereto requires the consent of any Subsidiary Guarantor or shall be deemed to require the consent of any Subsidiary Guarantor to any future amendment or other modification to the Note Agreement, and (vi) waives acceptance and notice of acceptance hereof.

	SCHAWK USA INC.
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	SCHAWK WORLDWIDE HOLDINGS INC.
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	SCHAWK LLC
	By:	SCHAWK USA INC., its Sole Member
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	SCHAWK HOLDINGS INC.
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	SEVEN SEATTLE, INC.
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	SCHAWK DIGITAL SOLUTIONS INC.
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	MIRAMAR EQUIPMENT, INC.
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	KEDZIE AIRCRAFT, LLC
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

	SCHAWK LATIN AMERICA HOLDINGS LLC
	By:	SCHAWK USA INC., its Sole Member
	By:	/s/Xxxxxxx X. Xxxxxxxxxx
		Name:  Xxxxxxx X. Xxxxxxxxxx
		Its:  Chief Financial Officer

Accepted as of the date first written above.

PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By:	/s/Xxxxxx Xxxx
	Xxxxxx Xxxx Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/Xxxxxx Xxxx
	Xxxxxx Xxxx Vice President

PRUCO LIFE INSURANCE COMPANY
By:	/s/Xxxxxx Xxxx
	Xxxxxx Xxxx Assistant Vice President

PRUDENTIAL RETIREMENT INSURANCE   AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as investment manager
By:	/s/Xxxxxx Xxxx
	Xxxxxx Xxxx Vice President