FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.41.1

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 15th day of June, 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 (the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective 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 the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration 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 to be 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 1.01 of the Credit Agreement is hereby amended by deleting “$2,500,000” from the parenthetical in clause (iii) of the definition of “Consolidated Net Income” and inserting in place thereof “$6,600,000”.

SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the 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 fees and 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 Amendment shall be true on and as of the date hereof.

SECTION 4. No Other 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 Credit Agreement 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 become secondarily 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, the Credit 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 as follows:

(a) No Default under the Credit Agreement has occurred 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 delivered by 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 is subject to general principles of equity.

(d) The execution and delivery of this Amendment and the performance of the Borrower and Guarantors hereunder 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 of incorporation 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 or properties of the Borrower and Guarantors are or may become bound.

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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, and construed 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 and Indemnity, 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 and Contribution Agreement are in full force and effect.

SECTION 9. Effective Date. Upon satisfaction of the conditions to effectiveness in Section 3 hereof, this Amendment shall be effective as of June 15, 2004.

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

BORROWER:
CADMUS COMMUNICATIONS CORPORATION
By:		/s/ Xxxx X. Xxxxx		(SEAL)
Name:		Xxxx X. Xxxxx
Title:		Senior VP and CFO

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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BNP PARIBAS, as Co-Documentation Agent and a Lender
By:		/s/ Shayn March		(SEAL)
Name:		Shayn March
Title:		Director

By:		/s/ Xxxxxx d’Humieres		(SEAL)
Name:		Xxxxxx d’Humieres
Title:		Vice President

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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ING CAPITAL LLC, as Co-Documentation Agent and a Lender
By:		/s/ Xxxxxxx X. Xxxxxxxxxxxx		(SEAL)
Name:		Xxxxxxx X. Xxxxxxxxxxxx
Title:		Managing Director

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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THE ROYAL BANK OF SCOTLAND PLC, as Co- Documentation Agent and a Lender
By:		/s/ Xxxxx X. Xxxxx		(SEAL)
Name:		Xxxxx X. Xxxxx
Title:		Senior Vice President

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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NATIONAL CITY BANK, as a Lender
By:		/s/ Xxxxxxx X. XxXxxxxx		(SEAL)
Name:		Xxxxxxx X. XxXxxxxx
Title:		Assistant Vice President

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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XXXXXX TRUST AND SAVINGS BANK, as a Lender
By:		/s/ Xxxxx X. Xxxxxx		(SEAL)
Name:		Xxxxx X. Xxxxxx
Title:		Vice President

Signature Page of

First 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.; XXXX PRINTING COMPANY; PORT CITY PRESS, INC.; SCIENCE CRAFTSMAN INCORPORATED; XXXXXXXX GRAPHICS, INC.
By:		/s/ Xxxxxxxxxxx X. Schools		(SEAL)
Name:		Xxxxxxxxxxx X. Schools
Title:		Vice President and Treasurer
CADMUS INVESTMENTS, LLC
By:		/s/ Xxxxxxxxxxx X. Schools		(SEAL)
Name:		Xxxxxxxxxxx X. Schools
Title:		President/ Assistant Treasurer
CDMS MANAGEMENT, LLC
By:		/s/ Xxxxxxxxxxx X. Schools		(SEAL)
Name:		Xxxxxxxxxxx X. Schools
Title:		Treasurer

Signature Page of

First Amendment to Second Amended and Restated Credit Agreement

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