EXHIBIT 99.2
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AMENDMENT NO. 1
to
CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (the "Amendment") is made as
of March 15, 1999 by and among SCHAWK, INC. (the "Borrower"), the financial
institutions listed on the signature pages hereof (the "Lenders") and THE FIRST
NATIONAL BANK OF CHICAGO, in its individual capacity as a Lender and in its
capacity as contractual representative (the "Agent") under that certain Credit
Agreement dated as of January 23, 1999 by and among the Borrower, the financial
institutions party thereto and the Agent (the "Credit Agreement"). Defined terms
used herein and not otherwise defined herein shall have the meaning given to
them in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit
Agreement; and
WHEREAS, the Borrower, the Lenders and the Agent have agreed to amend the
Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
have agreed to the following amendment to the Credit Agreement:
1. Amendment to the Credit Agreement. Effective as of March 15, 1999 and
subject to the satisfaction of the condition precedent set forth in Section 2
below, the Credit Agreement is hereby amended as follows:
1.1 Section 5.1 of the Credit Agreement is hereby amended (i) to
delete the phrase "(x) with respect to Loans in an amount up to $110,000,000
made hereunder to fund the Stock Acquisition pursuant to the Tender Offer, the
Borrower has furnished to the Agent evidence reasonably satisfactory to the
Agent that the total cash consideration paid for the Capital Stock of the Target
and purchased by the Borrower and its Subsidiaries pursuant to the Tender Offer
shall not exceed $110,000,000 in the aggregate; and (y) with respect to all
other Loans and Letters of Credit" now appearing therein, and to substitute the
following therefor: "with respect to all Loans other than Loans made hereunder
to fund the Stock Acquisition pursuant to the Tender Offer"; and (ii) to delete
paragraph (11) thereof in its entirety and to renumber the remaining paragraphs
accordingly.
2. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the condition precedent that the Agent shall have received the
following documents:
(a) duly executed originals of this Amendment from each of the
Borrower, the Lenders and the Agent.
3. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Credit Agreement as previously
executed and as amended hereby, constitute legal, valid and binding
obligations of the Borrower and are enforceable against the Borrower in
accordance with their terms.
(b) Upon the effectiveness of this Amendment and after giving
effect hereto, (i) the Borrower hereby reaffirms all covenants,
representations and warranties made in the Credit Agreement as amended
hereby, and agrees that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date of this
Amendment and (ii) no Default or Unmatured Default has occurred and is
continuing.
4. Reference to the Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement or in any other
Loan Document (including any reference therein to "this Credit Agreement,"
"hereunder," "hereof," "herein" or words of like import referring
thereto) shall mean and be a reference to the Credit Agreement as amended
hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect,
and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection
therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS.
6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
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7. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.
SCHAWK, INC., as Borrower
By:/s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Sr. Vice President & CFO
THE FIRST NATIONAL BANK OF CHICAGO,
as Agent, as Swing Line Lender, or Issuing
Bank as Alternate Currency Bank and as a
Lender
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Amendment No. 1
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