DAY INTERNATIONAL GROUP INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>l03458aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                 FIRST AMENDMENT

                  FIRST AMENDMENT, dated as of November 24, 2003 (this "FIRST
AMENDMENT"), to the Second Amended and Restated Credit Agreement, dated as of
September 16, 2003 (as amended by this First Amendment and as otherwise amended,
supplemented or modified from time to time, the "CREDIT AGREEMENT"), among DAY
INTERNATIONAL GROUP, INC., a Delaware corporation (the "BORROWER"), the several
banks and other financial institutions or entities from time to time parties
thereto (the "LENDERS"), LEHMAN BROTHERS INC., as sole advisor, sole bookrunner
and joint lead arranger, and BANC ONE CAPITAL MARKETS, INC., as joint lead
arranger, BANK ONE, NA, as syndication agent, NATIONAL CITY BANK, as
documentation agent, and LEHMAN COMMERCIAL PAPER INC., as administrative agent
(in such capacity, the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:

                  WHEREAS, the Borrower and the Administrative Agent are parties
to the Credit Agreement;

                  WHEREAS, the Borrower desires to acquire all of the issued and
outstanding shares of beneficial interests of Network Distribution
International, a Massachusetts business trust (the "TARGET"), for cash and other
consideration (the "TARGET ACQUISITION") pursuant to the Target Acquisition
Documentation (as defined herein);

                  WHEREAS, in connection with the Target Acquisition, and
pursuant to Section 10.1 of the Credit Agreement, the Borrower has requested
that the Administrative Agent amend the Credit Agreement as set forth in this
First Amendment to add an additional term loan facility to the Credit Agreement
in an aggregate principal amount of $30,000,000; and

                  WHEREAS, the Administrative Agent agrees, subject to the
limitations and conditions set forth herein, to amend the Credit Agreement as
set forth in this First Amendment;

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in consideration
of the premises contained herein, the parties hereto agree as follows:

                  1.       Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement.

                  2.       Amendment to Section 1.1 (Defined Terms). (a) Section
1.1 of the Credit Agreement is hereby amended by (i) deleting the defined terms
"Commitment", "Facility", "Majority Facility Lenders", "Required Lenders", "Term
Loan Facilities", "Term Loan Lender" and "Term Loans" and (ii) substituting in
lieu thereof the following definitions:

                  "'COMMITMENT': as to any Lender, the sum of the Tranche A Term
Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment
and the Revolving Credit Commitment of such Lender."

<PAGE>

                  "'FACILITY': each of (a) the Tranche A Term Loan Commitments
and the Tranche A Term Loans made thereunder (the "TRANCHE A TERM LOAN
FACILITY"), (b) the Tranche B Term Loan Commitments and the Tranche B Term Loans
made thereunder (the "TRANCHE B TERM LOAN FACILITY"), (c) the Tranche C Term
Loan Commitments and the Tranche C Term Loans made thereunder (the "TRANCHE C
TERM LOAN FACILITY") and (d) the Revolving Credit Commitments and the extensions
of credit made thereunder (the "REVOLVING CREDIT FACILITY")."

                  "'MAJORITY FACILITY LENDERS': with respect to any Facility,
the holders of more than 50% of the aggregate unpaid principal amount of the
Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or the Total
Revolving Extensions of Credit, as the case may be, outstanding under such
Facility (or, in the case of the Revolving Credit Facility, prior to any
termination of the Revolving Credit Commitments, the holders of more than 50% of
the Total Revolving Credit Commitments)."

                  "'REQUIRED LENDERS': the holders of more than 50% of (a) until
the Closing Date, the Commitments and (b) thereafter, the sum of (i) the
aggregate unpaid principal amount of the Tranche A Term Loans, (ii) the
aggregate unpaid principal amount of the Tranche B Term Loans, (iii) the
aggregate unpaid principal amount of the Tranche C Term Loans and (iv) the Total
Revolving Credit Commitments or, if the Revolving Credit Commitments have been
terminated, the Total Revolving Extensions of Credit."

                  "'TERM LOAN FACILITIES': the collective reference to the
Tranche A Term Loan Facility, the Tranche B Term Loan Facility and the Tranche C
Term Loan Facility."

                  "'TERM LOAN LENDER': each of the Tranche A Term Loan Lenders,
the Tranche B Term Loan Lenders and the Tranche C Term Loan Lenders."

                  "'TERM LOANS': the collective reference to the Tranche A Term
Loans, the Tranche B Term Loans and the Tranche C Term Loans."

                  (b)      The definition of "Applicable Margin" in Section 1.1
of the Credit Agreement is hereby amended by inserting the following below the
last line of the chart therein (and prior to the proviso contained therein):

<TABLE>
<CAPTION>
                                   Base Rate    Eurocurrency
                                     Loans         Loans
                                     -----         -----
<S>                                <C>          <C>
"Tranche C Term Loan Facility        3.50%         4.50%".
</TABLE>

                  (c)      The definition of "Interest Period" in Section 1.1 of
the Credit Agreement is hereby amended by deleting paragraph (ii) in the proviso
to such definition in its entirety and substituting in lieu thereof the
following:

                  "(ii)    any Interest Period that would otherwise extend
beyond the Revolving Credit Termination Date or beyond the date final payment is
due on the Tranche A Term Loans, the Tranche B Term Loans or the Tranche C Term
Loans, as the case may be, shall end on the Revolving Credit Termination Date or
such due date, as applicable;"

                                       2
<PAGE>

                  (d)      Section 1.1 of the Credit Agreement is hereby amended
by adding alphabetically therein the following definitions:

                  "'FIRST AMENDMENT': the First Amendment to this Agreement
dated as of November 24, 2003."

                  "'REVOLVING CREDIT FACILITY': as defined in the definition of
"Facility" in this Section 1.1."

                  "TARGET": Network Distribution International, a Massachusetts
business trust.

                  "TARGET ACQUISITION": the acquisition by the Borrower of all
of the issued and outstanding shares of beneficial interests of Target for cash
and other consideration pursuant to the Target Acquisition Documentation."

                  "TARGET ACQUISITION DOCUMENTATION": (i) the Stock Purchase
Agreement, dated as of November 24, 2003, by and among Mark E. Barrington; Glenn
M. Hicks; Carol Hicks Norcross; Irene Hicks; D. Scott Morrison; Leslie Kay
Hoffman; D. Scott Morrison and Leslie Kay Hoffman as Trustees under Trust
Agreement dated December 29, 1987, for the benefit of D. Scott Morrison; D.
Scott Morrison and Leslie Kay Hoffman as Trustees under Trust Agreement dated
December 31, 1990, for the benefit of D. Scott Morrison; D. Scott Morrison and
Leslie Kay Hoffman as Trustees under Trust Agreement dated December 29, 1987,
for the benefit of Leslie Kay Hoffman; D. Scott Morrison and Leslie Kay Hoffman
as Trustees under Trust Agreement dated December 31, 1990, for the benefit of
Leslie Kay Hoffman; and Irene Hicks as Trustee of The Hicks Family Trust created
under The Will of Henry C. Hicks (collectively, the "Shareholders"), Mark E.
Barrington and D. Scott Morrison, as the representatives of the Shareholders,
and the Borrower, and all schedules, exhibits, annexes and amendments thereto
and all side letters and voting and other agreements affecting the terms thereof
or entered into in connection therewith, and (ii) the Purchase Agreement, dated
as of November 24, 2003, by and among the Borrower, Carver Golf Enterprises,
Inc. and Morrison Ink Company, and all schedules, exhibits, annexes and
amendments thereto and all side letters and voting and other agreements
affecting the terms thereof or entered into in connection therewith.

                  "'TRANCHE A TERM LOAN FACILITY': as defined in the definition
of "Facility" in this Section 1.1."

                  "'TRANCHE B TERM LOAN FACILITY': as defined in the definition
of "Facility" in this Section 1.1."

                  "'TRANCHE C EFFECTIVE DATE': as defined in Section 2.2(b)."

                  "'TRANCHE C TERM LOAN': as defined in Section 2.1(c)."

                  "'TRANCHE C TERM LOAN COMMITMENT': as to any Lender, the
obligation of such Lender, if any, to make a Tranche C Term Loan to the Borrower
hereunder in a principal amount not to exceed the amount set forth under the
heading "Tranche C Term Loan Commitment" opposite such Lender's name on Schedule
1 to the Lender Addendum delivered

                                       3
<PAGE>

by such Lender, or, as the case may be, in the Assignment and Acceptance
pursuant to which such Lender became a party hereto, as the same may be changed
from time to time pursuant to the terms hereof. The original aggregate amount of
the Tranche C Term Loan Commitments is $30,000,000."

                  "'TRANCHE C TERM LOAN FACILITY': as defined in the definition
of "Facility" in this Section 1.1."

                  "'TRANCHE C TERM LOAN LENDER': each Lender which has a Tranche
C Term Loan Commitment or which is the holder of a Tranche C Term Loan."

                  "'TRANCHE C TERM LOAN MATURITY DATE': September 16, 2009 (or
such earlier date on which the Loans become due and payable pursuant to Section
8); provided, that notwithstanding the foregoing, the Tranche C Term Loan
Maturity Date shall be September 15, 2007 in the event that the Borrower's
Senior Subordinated Notes are not refinanced in full prior to September 15, 2007
with the proceeds of the Subordinated Refinancing."

                  "'TRANCHE C TERM LOAN PERCENTAGE': as to any Tranche C Term
Loan Lender at any time, the percentage which such Lender's Tranche C Term Loan
Commitment then constitutes of the aggregate Tranche C Term Loan Commitments
(or, at any time after the Tranche C Effective Date, the percentage which the
aggregate principal amount of such Lender's Tranche C Term Loan then outstanding
constitutes of the aggregate principal amount of the Tranche C Term Loans then
outstanding)."

                  3.       Amendment to Section 2.1 (Term Loan Commitments). (a)
Section 2.1(b) of the Credit Agreement is hereby amended by deleting from the
first parenthetical therein the definition of "Term Loans."

                  (b)      Section 2.1 of the Credit Agreement is hereby amended
by adding to such section at the end thereof the following:

                  "(c) Subject to the terms and conditions hereof, each Tranche
C Term Loan Lender severally agrees to make a term loan (a "TRANCHE C TERM
LOAN") to the Borrower on the Tranche C Effective Date in an amount not to
exceed the amount of the Tranche C Term Loan Commitment of such Tranche C Term
Loan Lender. The Tranche C Term Loans may from time to time be Eurocurrency
Loans or Base Rate Loans, or a combination thereof, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.13."

                  4.       Amendment to Section 2.2 (Procedure for Term Loan
Borrowings). Section 2.2 of the Credit Agreement is hereby amended by (a)
amending all references therein (i) from "Term Loans" to "Tranche A Term Loans
and Tranche B Term Loans", (ii) from "Term Loan" to "Tranche A Term Loan and
Tranche B Term Loan" and (iii) from "Term Loan Lenders" to "Tranche A Term Loan
Lenders and Tranche B Term Loan Lenders", (b) identifying the existing paragraph
therein as paragraph "(a)", and (c) adding to such section at the end thereof
the following:

                                       4
<PAGE>

                  "(b) The Borrower shall deliver to the Administrative Agent a
Borrowing Notice (which Borrowing Notice must be received by the Administrative
Agent prior to 10:00 A.M., New York City time, one Business Day prior to the
anticipated Borrowing Date of the Tranche C Term Loans (the actual Borrowing
Date of such Tranche C Term Loans being referred to herein as the "TRANCHE C
EFFECTIVE DATE") requesting that the Tranche C Term Loan Lenders make the
Tranche C Term Loans on the Tranche C Effective Date. The Tranche C Term Loans
shall initially be Base Rate Loans, and no Tranche C Term Loan may be converted
into or continued as a Eurocurrency Loan having an Interest Period in excess of
one month prior to the date which is 30 days after the Tranche C Effective Date
or such shorter period as may be acceptable to the Administrative Agent. Upon
receipt of such Borrowing Notice the Administrative Agent shall promptly notify
each Tranche C Term Loan Lender thereof. Not later than 12:00 Noon, New York
City time, on the Tranche C Effective Date, each Tranche C Term Loan Lender
shall make available to the Administrative Agent at the Funding Office an amount
in immediately available funds equal to its Tranche C Term Loan. The
Administrative Agent shall make available to the Borrower the aggregate of the
amounts made available to the Administrative Agent by the Tranche C Term Loan
Lenders, in like funds as received by the Administrative Agent."

                  5.       Amendment to Section 2.3 (Repayment of Term Loans).
Section 2.3 of the Credit Agreement is hereby amended by adding to such section
at the end thereof the following:

                  "(c) The Tranche C Term Loan of each Lender shall be repaid in
24 consecutive quarterly installments, commencing on December 31, 2003, each of
which shall be in an amount equal to such Lender's Tranche C Term Loan
Percentage multiplied by the amount set forth below opposite such installment:

<TABLE>
<CAPTION>
    Installment                               Amount
    -----------                               ------
<S>                                        <C>
December 31, 2003                          $   75,000
March 31, 2004                             $   75,000
June 30, 2004                              $   75,000
September 30, 2004                         $   75,000
December 31, 2004                          $   75,000
March 31, 2005                             $   75,000
June 30, 2005                              $   75,000
September 30, 2005                         $   75,000
December 31, 2005                          $   75,000
March 31, 2006                             $   75,000
June 30, 2006                              $   75,000
September 30, 2006                         $   75,000
December 31, 2006                          $   75,000
March 31, 2007                             $   75,000
June 30, 2007                              $   75,000
September 30, 2007                         $   75,000
December 31, 2007                          $   75,000
March 31, 2008                             $   75,000
June 30, 2008                              $   75,000
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
    Installment                               Amount
    -----------                               ------
<S>                                        <C>
September 30, 2008                         $   75,000
December 31, 2008                          $7,125,000
March 31, 2009                             $7,125,000
June 30, 2009                              $7,125,000
Tranche C Term                             $7,125,000;
Loan Maturity Date
</TABLE>

                  provided, that notwithstanding the foregoing, all outstanding
Tranche C Term Loans, together with accrued interest thereon, shall be due and
payable on the Tranche C Term Loan Maturity Date."

                  6.       Amendment to Section 2.8 (Repayment of Loans;
Evidence of Debt). (a) Section 2.8(a) of the Credit Agreement is hereby amended
by adding after the first sentence thereof the following: "The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
the appropriate Tranche C Term Loan Lender the principal amount of each Tranche
C Term Loan of such Tranche C Term Loan Lender in installments according to the
amortization schedule set forth in Section 2.3(c) and the then unpaid principal
amount of each Tranche C Term Loan of such Tranche C Term Loan Lender on the
Tranche C Term Loan Maturity Date."

                  (b) Section 2.8(e) of the Credit Agreement is hereby amended
by adding to such section at the end thereof the following: "The Borrower agrees
that, upon the request to the Administrative Agent by any Lender, the Borrower
will promptly execute and deliver to such Lender a promissory note of the
Borrower evidencing any Tranche C Term Loans of such Lender, substantially in
the form of Exhibit E-5, with appropriate insertions as to date and principal
amount."

                  7.       Amendment to Section 2.18 (Pro Rata Treatment and
Payments). (a) Section 2.18(a) of the Credit Agreement is hereby amended by
inserting the phrase ", Tranche C Term Loan Percentages" in the fifth line
thereof immediately before the phrase "or Revolving Credit Percentages".

                  (b) Section 2.18(d) of the Credit Agreement is hereby amended
by deleting such section in its entirety and substituting in lieu thereof the
following:

                  "(d) Notwithstanding anything to the contrary in Sections 2.12
or 2.18(b), so long as any Tranche A Term Loans are outstanding, each Tranche B
Term Loan Lender and each Tranche C Term Loan Lender may, at its option, decline
up to 100% of the portion of any mandatory prepayment applicable to the Tranche
B Term Loans or Tranche C Term Loans, as the case may be, of such Lender;
accordingly, with respect to the amount of any mandatory prepayment described in
Section 2.12 that is allocated to Tranche B Term Loans and/or Tranche C Term
Loans (such amounts, the "MANDATORY PREPAYMENT AMOUNT"), at any time when
Tranche A Term Loans remain outstanding, the Borrower will, on the date
specified in Section 2.12 for such prepayment, (i) give the Administrative Agent
telephonic notice (promptly confirmed in writing) requesting that the
Administrative Agent prepare and provide to each Tranche B Term Loan Lender and
Tranche C Term Loan Lender a notice (each, a

                                       6
<PAGE>

"PREPAYMENT OPTION NOTICE") as described below and (ii) deposit with the
Administrative Agent the Mandatory Prepayment Amount. As promptly as practicable
after receiving such notice from the Borrower, the Administrative Agent will
send to each Tranche B Term Loan Lender and each Tranche C Term Loan Lender a
Prepayment Option Notice, which shall be substantially in the form of Exhibit K,
and shall include an offer by the Borrower to prepay on the Prepayment Date (as
defined below) the Tranche B Term Loans or Tranche C Term Loans, as the case may
be, of such Lender by an amount equal to the portion of the Mandatory Prepayment
Amount indicated in such Lender's Prepayment Option Notice as being applicable
to such Lender's Tranche B Term Loans or Tranche C Term Loans, as the case may
be. The "Prepayment Date" in respect of any Prepayment Option Notice shall be
the date which is five Business Days after the date of such Prepayment Option
Notice. On the Prepayment Date, the Administrative Agent shall (A) apply the
Mandatory Prepayment Amount toward prepayment of the outstanding Tranche B Term
Loans and/or Tranche C Term Loans in respect of which Lenders have accepted
mandatory prepayment as described above and (B) apply the remaining portion of
the Mandatory Prepayment Amount not accepted by the Tranche B Term Loan Lenders
or the Tranche C Term Loan Lenders toward prepayment of the Tranche A Term
Loans. The procedures described above in this paragraph shall not be applicable
in the case of a prepayment in full of all Term Loans."

                  8.       Amendment to Section 4.16 (Use of Proceeds). Section
4.16 of the Credit Agreement is hereby amended by (a) amending all references
therein from "Term Loans" to "Tranche A Term Loans and Tranche B Term Loans",
and (b) adding to such section at the end thereof the following: "The proceeds
of the Tranche C Term Loans shall be used solely to finance the Target
Acquisition and pay fees and expenses related thereto."

                  9.       Amendment to Exhibits to Credit Agreement. (a)
Exhibit B (Form of Borrowing Notice) to the Credit Agreement is amended in its
entirety to read as set forth in Annex I hereto.

                  (b) Exhibit K (Form of Prepayment Option Notice) to the Credit
Agreement is amended in its entirety to read as set forth in Annex II hereto.

                  (c) The Form of Tranche C Term Note attached hereto as Annex
III is hereby added to the Credit Agreement as Exhibit E-5 thereto.

                  10.      Conditions to Effectiveness of this First Amendment.
This First Amendment shall become effective upon the satisfaction of the
following conditions precedent concurrently or prior to the closing date of the
Target Acquisition (such date, the "First Amendment Effective Date"), which date
shall occur prior to December 31, 2003:

                  (a)      The Administrative Agent shall have received
counterparts of this First Amendment duly executed and delivered by each of the
Borrower, each of the Subsidiary Guarantors and the Administrative Agent.

                  (b)      The Administrative Agent shall have received a Lender
Addendum executed and delivered by each Tranche C Term Loan Lender and accepted
by the Borrower.

                                       7
<PAGE>

                  (c)      The Administrative Agent shall have received (i) an
Assumption Agreement, duly executed and delivered by Target and each Subsidiary
of Target, pursuant to which Target and each Subsidiary of Target shall become a
party to the Guarantee and Collateral Agreement as a Grantor and as a Subsidiary
Guarantor and (ii) an Assumption Agreement, duly executed and delivered by
Target and each Subsidiary of Target, pursuant to which Target and each
Subsidiary of Target shall become a party to the Patent and Trademark Security
Agreement as a Grantor.

                  (d)      The sources and uses of funds for the Target
Acquisition shall be reasonably satisfactory to the Administrative Agent.

                  (e)      The Tranche C Term Loan Lenders shall have received
the results of a recent lien search in each relevant jurisdiction with respect
to the Target and its Subsidiaries, and such search shall reveal no liens on any
of the assets of the Target or its Subsidiaries except for liens permitted by
the Credit Agreement or liens to be discharged on or prior to the First
Amendment Effective Date pursuant to documentation satisfactory to the
Administrative Agent.

                  (f)      The Administrative Agent shall be satisfied that the
Borrower shall have (i) complied with Section 6.9 (Additional Collateral, etc.)
of the Credit Agreement and (ii) taken all necessary or advisable actions to
grant to the Administrative Agent, for the benefit of the Secured Parties, a
first priority security interest in the Capital Stock of Target and each
Subsidiary of Target and a first priority security interest in the assets and
properties of Target and each Subsidiary of Target.

                  (g)      The Administrative Agent shall have received true and
correct copies, certified as to authenticity by the Borrower, of (i) the Stock
Purchase Agreement, dated as of November 24, 2003, by and among Mark E.
Barrington; Glenn M. Hicks; Carol Hicks Norcross; Irene Hicks; D. Scott
Morrison; Leslie Kay Hoffman; D. Scott Morrison and Leslie Kay Hoffman as
Trustees under Trust Agreement dated December 29, 1987, for the benefit of D.
Scott Morrison; D. Scott Morrison and Leslie Kay Hoffman as Trustees under Trust
Agreement dated December 31, 1990, for the benefit of D. Scott Morrison; D.
Scott Morrison and Leslie Kay Hoffman as Trustees under Trust Agreement dated
December 29, 1987, for the benefit of Leslie Kay Hoffman; D. Scott Morrison and
Leslie Kay Hoffman as Trustees under Trust Agreement dated December 31, 1990,
for the benefit of Leslie Kay Hoffman; and Irene Hicks as Trustee of The Hicks
Family Trust created under The Will of Henry C. Hicks (collectively, the
"SHAREHOLDERS"), Mark E. Barrington and D. Scott Morrison, as the
representatives of the Shareholders, and the Borrower, and all schedules,
exhibits, annexes and amendments thereto and all side letters and voting and
other agreements affecting the terms thereof or entered into in connection
therewith, and (ii) the Purchase Agreement, dated as of November 24, 2003, by
and among the Borrower, Carver Golf Enterprises, Inc. and Morrison Ink Company,
and all schedules, exhibits, annexes and amendments thereto and all side letters
and voting and other agreements affecting the terms thereof or entered into in
connection therewith (clauses (i) and (ii) collectively, the "Target Acquisition
Documentation"), and such Target Acquisition Documentation shall be on terms and
conditions reasonably satisfactory to the Administrative Agent.

                                       8
<PAGE>

                  (h)      The Administrative Agent shall have received an
officer's certificate from the Borrower certifying compliance with each of the
requirements contained in the definition of "Permitted Business Acquisition,"
together with all information necessary for determining such compliance, and all
relevant financial statements and information, in each case, satisfactory to the
Administrative Agent.

                  (i)      The Administrative Agent shall have received (i) a
copy of the certificate of incorporation (or equivalent document) of the Target
and each of its Subsidiaries, certified as of a recent date by the Secretary of
State of the state of organization of the Target and each of its Subsidiaries,
as applicable, together with certificates of such official attesting to the good
standing of the Target and each of its Subsidiaries, (ii) a certificate of the
Secretary or an Assistant Secretary of the Target and each of its Subsidiaries
certifying (A) the names and true signatures of each Responsible Officer of the
Target and each of its Subsidiaries who has been authorized to execute and
deliver any Loan Document or other document required hereunder to be executed
and delivered by or on behalf of the Target and each of its Subsidiaries, (B)
the by-laws (or equivalent document) of the Target and each of its Subsidiaries
as in effect on the date of such certification, (C) the resolutions of the
Target's and each of its Subsidiaries' board of directors (or equivalent body)
approving and authorizing the execution, delivery and performance of any Loan
Document to which it is a party and other document required hereunder to be
executed and delivered by or on behalf of the Target and each of its
Subsidiaries and (D) that there have been no changes in the certificate of
incorporation (or equivalent document) of the Target and each of its
Subsidiaries from the document delivered pursuant to subclause (i) above and
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the resolutions of the Borrower's board of directors approving and
authorizing the execution, delivery and performance of the First Amendment and
any other document required hereunder to be executed and delivered by or on
behalf of the Borrower.

                  (j)      The Tranche C Term Loan Lenders shall have received
(i) a pro forma consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at September 30, 2003 (including notes thereto) in form and
substance satisfactory to the Administrative Agent, prepared giving effect (as
if such events had occurred on such date) to (A) the Target Acquisition and the
transactions contemplated thereby, (B) the Tranche C Term Loans to be made to
the Borrower on the Tranche C Effective Date and the use of proceeds therefrom
and (C) the payment of fees and expenses in connection with the foregoing, (ii)
with respect to Target, audited consolidated financial statements of Target and
its consolidated Subsidiaries for the fiscal years ended December 31, 2001 and
2002, and (iii) unaudited interim consolidated financial statements of Target
and its consolidated Subsidiaries for each quarterly period ended subsequent to
the date of the latest financial statements delivered pursuant to the
immediately preceding clause (ii) as to which such financial statements are
available, in each case with respect to clauses (ii) and (iii), in form and
substance reasonably satisfactory to the Administrative Agent; and such
financial statements shall not in the reasonable judgment of the Administrative
Agent reflect any material adverse change in the consolidated financial
condition of such parties as reflected in the financial statements or
projections contained in the confidential information memorandum prepared in
connection with the Tranche C Term Loan Facility.

                  (k)      The Tranche C Term Loan Lenders shall have received a
satisfactory revised business plan for fiscal years 2003 to 2010 and a
satisfactory written analysis of the

                                       9
<PAGE>

business and prospects of the Borrower and its Subsidiaries for the period from
the First Amendment Effective Date through the final maturity of the Tranche C
Term Loans after giving effect to the Target Acquisition.

                  (l)      The Tranche C Term Loan Lenders shall have received
such legal opinions as are customary for transactions of this type or as they
may reasonably request.

                  (m)      The Tranche C Term Loan Lenders shall have received a
compliance certificate from the chief financial officer of the Borrower
reasonably satisfactory to the Tranche C Term Loan Lenders, which shall document
compliance by the Borrower under all of the Borrower's indentures and preferred
stock documents after giving effect to (i) the Target Acquisition and the
transactions contemplated thereby, (ii) the Tranche C Term Loans to be made to
the Borrower on the Tranche C Effective Date and the use of proceeds therefrom
and (iii) the payment of fees and expenses in connection with the foregoing.

                  (n)      Moody's Investors Service, Inc. and Standard & Poor's
Ratings Group each shall have affirmed the Borrower's existing ratings and
outlook for the Credit Agreement, after giving effect to the Tranche C Term Loan
Facility and the Tranche C Term Loans made thereunder, both of which ratings
shall remain in effect on the First Amendment Effective Date.

                  (o)      All governmental and material third party approvals
(including landlords' and other consents) necessary or, in the discretion of the
Administrative Agent, advisable in connection with the Target Acquisition, the
financing contemplated hereby and the continuing operations of the Borrower and
its Subsidiaries shall have been obtained and be in full force and effect, and
all applicable waiting periods shall have expired without any action being taken
or threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on the Target Acquisition or the financing
contemplated hereby.

                  (p)      Prior to and after giving effect to this First
Amendment, each of the representations and warranties made by any Loan Party in
or pursuant to the Loan Documents shall be true and correct on and as of the
date hereof as if made on and as of such date; provided that the references to
the Credit Agreement in such representations and warranties shall be deemed to
refer to the Credit Agreement as amended pursuant to this First Amendment.

                  (q)      No Default or Event of Default shall have occurred
and be continuing on the date hereof prior to or after giving effect to the
transactions contemplated hereby.

                  (r)      The Tranche C Term Loan Lenders shall have received
such documents and other instruments as are customary for transactions of this
type or as they may reasonably request.

                  11.      Continuing Effect; No Other Amendments. Except as
expressly set forth in this First Amendment, all of the terms and provisions of
the Credit Agreement are and shall remain in full force and effect and the
Borrower shall continue to be bound by all of such terms and provisions. The
amendments provided for herein are limited to the specific subsections of the
Credit Agreement specified herein and shall not constitute an amendment of, or
an indication of the Administrative Agent's or the Lenders' willingness to amend
or waive, any other

                                       10
<PAGE>

provisions of the Credit Agreement or the same subsections for any other date or
purpose. The First Amendment shall constitute a Loan Document.

                  12.      Expenses. The Borrower agrees to pay and reimburse
the Administrative Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution and
delivery of this First Amendment, and other documents prepared in connection
herewith, and the transactions contemplated hereby, including, without
limitation, reasonable fees and disbursements and other charges of counsel to
the Administrative Agent and the charges of IntraLinks.

                  13.      Counterparts. This First Amendment may be executed by
one or more of the parties to this First Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page
of this First Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof. A set of the copies of this First
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of this First Amendment by the
Loan Parties and the Administrative Agent shall be binding upon the Loan
Parties, the Lenders, the Agents and all future holders of the Loans.

                  14.      Effect of Amendment. On the First Amendment Effective
Date, the Credit Agreement shall be amended as provided herein. The parties
hereto acknowledge and agree that (a) this First Amendment and the other Loan
Documents executed and delivered in connection herewith do not constitute a
novation, or termination of the "Obligations" (as defined in the Credit
Agreement) under the Credit Agreement as in effect prior to the First Amendment
Effective Date; (b) such "Obligations" are in all respects continuing (as
amended hereby) with only the terms thereof being modified to the extent
provided in this First Amendment; and (c) the Liens and security interests as
granted under the Security Documents securing payment of such "Obligations" are
in all respects continuing and in full force and effect and secure the payment
of the "Obligations."

                  15.      GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

                            [SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.

                                            DAY INTERNATIONAL GROUP, INC.

                                            By: /s/ Thomas J. Koenig
                                               ---------------------------------
                                                Name: Thomas J. Koenig
                                                Title: Vice President and CFO

                                            LEHMAN COMMERCIAL PAPER INC., as
                                            Administrative Agent

                                            By: /s/ G. Andrew Keith
                                               ---------------------------------
                                                Name: G. Andrew Keith
                                                Title: Authorized Signatory

                       [SIGNATURE PAGE TO FIRST AMENDMENT]

<PAGE>

Each Subsidiary Guarantor hereby consents to this First Amendment and agrees
that the terms hereof shall not affect in any way its obligations and
liabilities under the Loan Documents (as amended and otherwise expressly
modified by this First Amendment), all of which obligations and liabilities
shall remain in full force and effect and each of which is hereby reaffirmed (as
amended and otherwise expressly modified by this First Amendment).

Consented to and Agreed as of
the date of this First Amendment:

DAY INTERNATIONAL, INC.
DAY INTERNATIONAL FINANCE, INC.
VARN INTERNATIONAL, INC.

By: /s/ Thomas J. Koenig
   ----------------------------------------
    Name: Thomas J. Koenig
    Title: Vice President and CFO

                       [SIGNATURE PAGE TO FIRST AMENDMENT]
<PAGE>

                                      INDEX

ANNEXES:

I        Form of Borrowing Notice

II       Form of Prepayment Option Notice

III      Form of Tranche C Term Note

ANCILLARY DOCUMENTS:

1.       Assumption Agreement to Guarantee and Collateral Agreement

2.       Assumption Agreement to Patent and Trademark Security Agreement

A copy of the Annexes and Ancillary Documents will be furnished supplementally
to the Commission upon request.

                       [SIGNATURE PAGE TO FIRST AMENDMENT]


</TEXT>
</DOCUMENT>
