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EXHIBIT 10.2
FIRST AMENDMENT
TO
MONITORING AND OVERSIGHT AGREEMENT
THIS FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT (this
"Amendment") is made and entered into effective as of August 1, 2001 among LLS
Corp., an Illinois corporation (together with its successors, "Holdings"),
Courtesy Corporation, an Illinois corporation (together with its successors,
"Courtesy"), Creative Packaging Corp., an Illinois corporation (together with
its successors, "Creative"), and Courtesy Sales Corp., an Illinois corporation
(together with its successors, "Courtesy Sales", and together with Holdings,
Courtesy and Creative, the "Clients"), and Xxxxx, Muse & Co. Partners, L.P., a
Texas limited partnership (together with its successors, "HMCo").
BACKGROUND
1. The Clients and HMCo are parties to that certain Monitoring And
Oversight Agreement dated as of July 30, 1999 (the "Agreement").
2. The Clients and HMCo desire to make certain amendments to the
Agreement in accordance with certain provisions of the Fourth Amendment (as
hereinafter defined).
3. NOW, THEREFORE, in consideration of the foregoing and of other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereby agree as follows:
AMENDMENTS
1. Amendment to Section 3. Compensation: Effective as of the date
hereof, Section 3(a) of the Agreement is amended and restated to read in its
entirety as follows:
3. Compensation.
(a) As compensation for HMCo's services to the Clients under this
Agreement, the Clients hereby irrevocably agree, jointly and severally,
to pay HMCo an aggregate annual fee (the "Monitoring Fee") of Five
Hundred Thousand and No/100 Dollars ($500,000.00) (the "Base Fee"),
subject to adjustment pursuant to paragraphs (b) and (c) below and
prorated on a daily basis for any partial calendar year during the term
of this Agreement. The Monitoring Fee shall accrue in equal quarterly
installments on each of January 1, April 1, July 1, and October 1 during
the term of this Agreement (each, a "Payment Date"), provided, however,
that the Monitoring Fee shall accrue but shall not be payable until such
time as the Commitments (as defined in the Credit Agreement (as
hereinafter defined)) have been terminated and the Obligations (as
defined in the
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Credit Agreement) have been paid in full. All payments shall be made by
wire transfer of immediately available funds to the account described on
Exhibit A hereto (or such other account as HMCo may hereafter designate
in writing). As used herein, (i) "Credit Agreement" means that certain
Credit Agreement, dated as of July 30, 1999, among Holdings, the lenders
from time to time party thereto, Bank of America, N.A., as
administrative agent, Credit Suisse First Boston, as syndication agent,
and Bankers Trust Company, as documentation agent (as amended, waived,
supplemented, or otherwise modified from time to time, together with any
substitution or replacement therefor), and (ii) "Fourth Amendment" means
that certain Limited Forbearance Agreement and Fourth Amendment to
Credit Agreement, dated of even date herewith, among Holdings, the
institutions listed on the signature pages thereof, Bank of America,
N.A., as administrative agent, Credit Suisse First Boston, as
syndication agent, and Bankers Trust Company, as documentation agent (as
amended, waived, supplemented, or otherwise modified from time to time,
together with any substitution or replacement therefor).
2. Governing Law. This Amendment shall be construed, interpreted and
enforced in accordance with the laws of the State of Texas, excluding any
choice-of-law provisions thereof.
3. Assignment. This Amendment and all provisions contained herein shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided, however, neither this
Amendment nor any of the rights, interests or obligations hereunder shall be
assigned (other than with respect to the rights and obligations of HMCo, which
may be assigned to any one or more of its principals or affiliates) by any of
the parties without the prior written consent of the other parties.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and the signature of any
party to any counterpart shall be deemed a signature to, and may be appended to,
any other counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date and year first above written.
XXXXX, MUSE & CO. PARTNERS, L.P.
By: HM PARTNERS INC.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President
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LLS CORP.
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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COURTESY CORPORATION
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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CREATIVE PACKAGING CORP.
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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COURTESY SALES CORP.
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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