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EXHIBIT 10.47
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT dated as of August 1, 1997 (this "Amendment"), is
made and entered into by and between
LASON SYSTEMS, INC., a Delaware corporation with its principal offices
in Troy, Michigan (the "Borrower");
FIRST UNION NATIONAL BANK, (f/k/a First Union National Bank of North
Carolina) national banking association with its principal offices in Charlotte,
North Carolina ("First Union"), and the other financial institutions that are
now or hereafter become parties to the Loan Agreement as hereinafter defined
(collectively, the "Lenders"); and
FIRST UNION, as Agent for the Lenders to the extent described in ARTICLE
XI of the Loan Agreement (in such capacity, the "Agent").
RECITALS
A. The Borrower, the Lenders, and the Agent entered into an Amended and
Restated Loan Agreement dated as of February 21, 1997 (together with all
amendments and modifications thereto, the "Loan Agreement"). All capitalized
terms not otherwise defined herein shall have the meanings set forth in the Loan
Agreement.
B. Pursuant to the Loan Agreement and the other Loan Documents, the
Lenders made a Revolving Line of Credit available to the Borrower in the maximum
principal amount of the lesser of (i) $40,000,000 (which amount could be
increased up to $60,000,000 pursuant to the terms and conditions of the Loan
Agreement) or (ii) the Borrowing Base.
C. Pursuant to a Lender Addition and Acknowledgement Agreement dated
July 21, 1997, the parties increased the maximum principal amount of the
Revolving Line of Credit referred to in Recital B(i) above to $60,000,000.
D. The Borrower has requested that the Agent and the Lenders amend the
Loan Agreement to provide that the maximum amount of the Revolving Line of
Credit may be increased to $80,000,000, subject to the terms and conditions of
the Loan Agreement.
E. The Borrower, the Lenders, and the Agent desire to amend the Loan
Agreement hereby in order to increase the maximum amount of the Revolving Line
of Credit upon the terms and conditions and subject to the limitations set forth
herein.
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STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Lenders, and the
Agent hereby agree as follows:
ARTICLE I
AMENDMENT
1.1. Optional Increase in Commitments. Section 2.8(a)(iv) is hereby
amended by changing "$60,000,000" to "$80,000,000".
1.2. Exhibit E. Exhibit E, the form of Lender Addition and
Acknowledgement Agreement, is hereby amended by changing "$60,000,000" in
numbered paragraph 1 to "$80,000,000".
ARTICLE II
RELEASE
In consideration of the foregoing amendments to the Loan Agreement set
forth herein, the Borrower hereby releases the Lenders, the Agent, their
directors, officers, employees, agents, affiliates and attorneys from any and
all causes of action, suits, claims, demands, liabilities and obligations
whatsoever, in law or in equity, whether the same or whether the facts in which
the same may be based are known or unknown, which it ever had, now has or
hereafter can, shall or may have for, upon or by reason of any matter, cause or
thing whatsoever up to the date of this Amendment; provided that this release
shall not apply to any obligations or duties of the Lenders or the Agent arising
under the Loan Agreement, as amended by this Amendment, or under the other Loan
Documents to be performed after the date of this Amendment.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants that:
3.1. Effectiveness of Loan Agreement and Loan Documents. The Loan
Agreement and other Loan Documents are in full force and effect and shall remain
in full force and effect following the execution of this Amendment.
3.2. Compliance with Loan Agreement and Loan Documents. The Borrower is
in compliance with all terms and provisions set forth in the Loan Agreement to
be observed or performed, except as permitted or waived by the express terms of
this Amendment.
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3.3. Representations in Loan Agreement. The representations and
warranties of the Borrower set forth in the Loan Agreement, except for those
relating to a specific date other than the date hereof, are true and correct in
all material respects on and as of the date hereof as if made on and as of the
date hereof.
3.4. No Event of Default. No Event of Default, nor any event that upon
notice, lapse of time or both would become an Event of Default is continuing
other than those, if any, expressly waived by this Amendment.
ARTICLE IV
CONDITIONS PRECEDENT
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
4.1. Confirmation of Guarantee. The Guarantor shall have executed and
delivered to the Agent, for the benefit of the Lenders, an acknowledgement and
consent to this Amendment in form and substance satisfactory to the Agent,
including, without limitation, an acknowledgement that the Guaranty Agreement is
in full force and effect and shall remain in full force and effect following the
execution of this Amendment.
4.2. Confirmation of Subsidiary Guarantees. The Subsidiaries of the
Borrower shall have executed and delivered to the Agent, for the benefit of the
Lenders, an acknowledgement and consent to this Amendment in form and substance
satisfactory to the Agent, including, without limitation an acknowledgement that
the Subsidiary Guaranty Agreement is in full force and effect and shall remain
in full force and effect following the execution of this Amendment.
4.3. Other Documents. Any other documents, including legal opinions,
reasonably requested by the Agent.
4.4. Governmental and Third Party Approvals. All necessary approvals,
authorizations and consents, if any be required, of any Person and of all
Governmental Authorities (including courts) having jurisdiction with respect to
the Collateral and the transactions contemplated by this Agreement shall have
been obtained, except where the failure to so obtain is not reasonably expected
to have a Material Adverse Effect.
4.5. No Material Adverse Change. From and after June 30, 1997, there
shall not have occurred any Material Adverse Change or any
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event, condition or state of facts that could reasonably be expected to have a
Material Adverse Effect.
4.6. No Pending or Threatened Litigation. There shall not be any
material pending or threatened litigation, bankruptcy or insolvency, injunction,
order or claim with respect to the Borrower.
ARTICLE V
GENERAL
5.1. Full Force and Effect. As expressly amended hereby, the Loan
Agreement shall continue in full force and effect in accordance with the
provisions thereof, and no change or modification in any of the terms thereof
except as specifically set forth herein has been effected. As used in the Loan
Agreement, "hereinafter," "hereto," "hereof," and words of similar import shall,
unless the context otherwise requires, mean the Loan Agreement as amended by
this Amendment. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings assigned to such terms in the Loan Agreement.
5.2. Applicable Law. This Amendment shall be governed by and construed
in accordance with the internal laws and judicial decisions of the State of
North Carolina.
5.3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
5.4. Expenses. The Borrower agrees to pay all out-of-pocket expenses
incurred by the Agent and the Lenders in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, all
reasonable attorneys' fees.
5.5 Further Assurance. The Borrower shall execute and deliver to the
Agent such documents, certificates and opinions as the Agent may reasonably
request to effect the amendment contemplated by this Amendment.
5.6 Headings. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of this Amendment.
5.7 Valid Amendment. The parties acknowledge that this Amendment
complies in all respects with SECTION 14.8 of the Loan Agreement, which sets
forth the requirements for amendments thereto.
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IN WITNESS WHEREOF, the Borrower, the Lenders, and the Agent have
executed this Amendment as of the date hereof.
LASON SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Chief Financial Officer
ATTEST:
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Xxxxxxxx X. Xxxxxx,
Assistant Secretary
FIRST UNION NATIONAL BANK, as Agent
By: /s/ Xxxxx X. Xxxxxxxxxx
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Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxxxx
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Vice President
NBD BANK
By: /s/ Xxxxx X. XxXxxxx
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Vice President
COMERICA BANK
By: /s/ Xxxxx X. Xxxx
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Vice President
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ACKNOWLEDGMENT AND CONSENT OF LASON, INC.
First Union National Bank, August 1, 1997
as Agent
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: FIRST AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT, DATED AS OF THE DATE HEREOF BY AND BETWEEN
LASON SYSTEMS, INC. (THE "BORROWER") AND FIRST UNION
NATIONAL BANK, AS AGENT, AND VARIOUS LENDERS
(COLLECTIVELY, THE "LENDERS")
Ladies and Gentlemen:
Lason, Inc. (the "Guarantor") has executed the Amended and Restated
Guaranty Agreement and the Amended and Restated Guarantor Pledge Agreement,
each dated as of February 21, 1997, in favor of the Lenders and for the benefit
of the Borrower, guaranteeing the Borrower's obligations under an Amended and
Restated Loan Agreement dated February 21, 1997 by and among the Borrower, the
Agent and the Lenders (together with all amendments, supplements and
restatements thereof, the "Loan Agreement").
The Guarantor hereby acknowledges that the Borrower and the Lenders
have amended the Loan Agreement by a First Amendment dated as of the date
hereof (the "Amendment"). The agreements of the Guarantor made herein are to
induce the Lenders to continue and to amend the Loan Agreement, and the
Guarantor acknowledges that the Lenders would not amend the Loan Agreement in
the absence of the agreements of the Guarantor contained herein.
The Guarantor hereby irrevocably approves of and consents to the
Amendment and all other Loan Documents contemplated thereby, agrees that its
obligations under the Guaranty and the Guarantor Pledge Agreement shall not be
diminished as a result of the execution of the Amendment, and ratifies and
confirms (i) that its obligations under the Guaranty shall include a guarantee
of the payment of the Obligations (as defined in the Loan Agreement) of the
Borrower, subject to all of the qualifications and limitations set forth
therein, (ii) that such guarantee shall be secured by the Agent's security
interest in the collateral granted under the Guarantor Pledge Agreement,
including without limitation the Stock
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of the Borrower, and (iii) that the Guaranty and the Guarantor Pledge Agreement
shall remain in full force and effect.
Capitalized terms not defined herein shall have the meanings assigned
to such terms in the Loan Agreement.
This letter has been delivered in the State of North Carolina, and the
agreements contained herein shall be governed by the internal laws of the State
of North Carolina, without regard to the choice of law principles thereof. The
agreements contained herein shall be effective as of the date hereof.
Very truly yours,
LASON, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Chief Financial Officer
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ACKNOWLEDGMENT AND CONSENT OF SUBSIDIARY GUARANTORS
First Union National Bank, August 1, 1997
as Agent
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, DATED
AS OF THE DATE HEREOF BY AND BETWEEN LASON SYSTEMS, INC. (THE
"BORROWER") AND FIRST UNION NATIONAL BANK, AS AGENT, AND
VARIOUS LENDERS (COLLECTIVELY, THE "LENDERS")
Ladies and Gentlemen:
The Undersigned (the "Subsidiary Guarantors") have executed the
Amended and Restated Subsidiary Guaranty Agreement, the Amended and Restated
Subsidiary Guarantor Pledge Agreement, and the Subsidiary Guarantor Security
Agreement, each dated as of February 21, 1997, in favor of the Lenders and for
the benefit of the Borrower, guaranteeing the Borrower's obligations under a
Loan Agreement dated February 21, 1997 by and among the Borrower, the Agent and
the Lenders (together with all amendments, supplements and restatements
thereof, the "Loan Agreement").
The Subsidiary Guarantors hereby acknowledge that the Borrower and the
Lenders have amended the Loan Agreement by a First Amendment dated as of the
date hereof (the "Amendment"). The agreements of the Subsidiary Guarantors
made herein are to induce the Lenders to continue and to amend the Loan
Agreement, and the Guarantor acknowledges that the Lenders would not amend the
Loan Agreement in the absence of the agreements of the Subsidiary Guarantors
contained herein.
Each of the Subsidiary Guarantors hereby irrevocably approves of and
consents to the Amendment and all other Loan Documents contemplated thereby,
agrees that its obligations under the Subsidiary Guaranty, the Subsidiary
Guarantor Pledge Agreement and the Subsidiary Guarantor Security Agreement
shall not be diminished as a result of the execution of the Amendment, and
ratifies and confirms (i) that its obligations under the Subsidiary Guaranty
shall include a guarantee of the payment of the Obligations (as defined in the
Loan Agreement) of the Borrower, subject to all of the qualifications and
limitations set forth therein, (ii) that such guarantee shall be secured by the
Agent's security interest in
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the collateral granted under the Subsidiary Guarantor Pledge Agreement and
Subsidiary Guarantor Security Agreement, including without limitation the Stock
of the Borrower, and (iii) that the Subsidiary Guaranty, the Subsidiary
Guarantor Pledge Agreement and the Subsidiary Guarantor Security Agreement
shall remain in full force and effect.
Capitalized terms not defined herein shall have the meanings assigned
to such terms in the Loan Agreement.
This letter has been delivered in the State of North Carolina, and the
agreements contained herein shall be governed by the internal laws of the State
of North Carolina, without regard to the choice of law principles thereof. The
agreements contained herein shall be effective as of the date hereof.
Very truly yours,
GREAT LAKES MICROGRAPHICS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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LASON SYSTEMS, INC. SOUTHEAST
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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NATIONAL REPRODUCTIONS CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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DELAWARE LEGAL COPY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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MICRO PRO, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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MP SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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XXXXXXXXX COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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IMAGE CONVERSION SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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PREMIER COPY GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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AUTOMATED ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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CORPORATE COPIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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AMERICAN MICRO-IMAGE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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