DAY INTERNATIONAL GROUP INC
EX-10.7.2
<DOCUMENT>
<TYPE>EX-10.7.2
<SEQUENCE>16
<FILENAME>l03123aexv10w7w2.txt
<DESCRIPTION>EX-10.7.2
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.7.2







                                                     (MICHIGAN)

                   SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF
                           RENTS & SECURITY AGREEMENT



         THIS SECOND AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS & SECURITY
AGREEMENT, dated as of June 29, 2001, is made between DAY INTERNATIONAL, INC., a
Delaware corporation ("Mortgagor"), whose address is c/o Day International
Group, Inc., 130 West Second Street, Dayton, OH 45402, and BANK ONE, NA, a
national banking association ("Bank One"), whose address is 40 North Main
Street, Dayton, OH 45402, assignee of SOCIETE GENERALE, resigning Administrative
Agent, and successor Administrative Agent (in such capacity, "Mortgagee") for
several banks and other financial institutions (the "Lenders") from time to time
parties to the Amended and Restated Senior Secured Credit Agreement dated as of
October 19, 1999, (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Credit Agreement") among SG Cowen Securities
Corporation, as Arranger, Mortgagee, the Lenders, and Day International Group,
Inc. (the "Borrower"). References to this Mortgage shall mean this instrument
and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument.
References to this "Amendment" shall mean this instrument. Capitalized terms
used and not otherwise defined herein shall have the meanings assigned thereto
in the Credit Agreement.

                                    RECITALS

         A. Mortgagor has executed that certain Mortgage, Assignment of Rent and
Security Agreement to Mortgagee dated as of January 16, 1998, recorded in the
St. Joseph County Recorder's Office in Liber 820, Page 776 on January 27, 1998
(the "Mortgage").

         B. Mortgagor and Societe Generale, formerly Administrative Agent and
Mortgagee, agreed to modify the Mortgage by executing that First Amendment to
Mortgage, Assignment of Rents & Security Agreement dated as of October 19, 1999,
recorded in the St. Joseph County Recorder's Office in Liber 915, Page 167 on
November 16, 1999.

         C. Mortgagor and Mortgagee have agreed to further modify the Mortgage
as provided herein in accordance with the terms of that Agency Assignment
Agreement dated June 29, 2001 entered into by and among Day International Group,
Inc., Societe Generale as the

<PAGE>

resigning Administrative Agent, and Bank One, NA, in its capacity as successor
Administrative Agent.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein, the parties, intending to be legally bound, hereby agree as
follows:

         1. Amendment to Mortgage. The Mortgage is hereby amended to reflect the
resignation of Societe Generale as Administrative Agent and its replacement in
such capacity by Bank One, NA as successor Administrative Agent under the
Amended and Restated Senior Secured Credit Agreement dated as of October 19,
1999, as amended, and pursuant to the terms of the Agency Assignment Agreement
dated as of June 29, 2001.

            a. The introductory paragraph to the Mortgage is hereby amended by
deleting "SOCIETE GENERALE, whose address is 1221 Avenue of the Americas, New
York, New York 10020" and substituting "BANK ONE, NA, whose address is [611
Woodward Avenue, Detroit, MI 48226]" in place thereof.

            b. All references in the Mortgage to Mortgagee are henceforth deemed
to be references to Bank One, NA, as Mortgagee

         2. Ratification. Except as set forth herein, the Mortgage remains
unmodified and in full force and effect.

         3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.




                                [Space intended]



<PAGE>


         This Amendment has been duly executed by the undersigned on the date
first above written.


                                  DAY INTERNATIONAL, INC.


                                  By:
                                     -----------------------------
                                     Name:
                                     Title:


                                  Attest:

                                  By:
                                     -----------------------------
                                     Name:
                                     Title:

ATTEST:

Signed, sealed and delivered
in our presence:

------------------------
Print Name:

------------------------
Print Name:




<PAGE>





                                            BANK ONE, NA


                                            By:
                                                -----------------------------
                                                Name:
                                                Title:


                                            Attest:

                                            By:
                                                -----------------------------
                                                Name:
                                                Title:

ATTEST:

Signed, sealed and delivered
in our presence:


------------------------
Print Name:


------------------------
Print Name:



<PAGE>


STATE OF OHIO            )
                         : SS
COUNTY OF MONTGOMERY     )

         This instrument was acknowledged before me this _______ day of
___________, 2001 by _________________, the _______________ of DAY
INTERNATIONAL, INC., on behalf of the corporation..


                                      ____________________________________
                                      Notary Public for __________________
                                      My commission expires ______________



<PAGE>




STATE OF ______________)
                       ): SS
COUNTY OF _____________)


         THE FOREGOING INSTRUMENT was acknowledged before me this ____ day of
______________, 2001 by _____________________, the _______________ of BANK ONE,
NA, a national banking association, as Agent, on behalf of said association.


_______________________________________
Notary Public for _____________ County
My Commission expires _________________








</TEXT>
</DOCUMENT>
