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EXHIBIT 10.34
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment No. 1"), dated
as of August 16, 1996, is entered into by and among IPC, INC. (the "Borrower"),
CERTAIN GUARANTORS IDENTIFIED ON THE SIGNATURES PAGES HERETO, THE LENDERS
IDENTIFIED ON THE SIGNATURE PAGES HERETO and NATIONSBANK, N.A., as Agent (the
"Agent").
RECITALS
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent entered
into that certain Credit Agreement dated as of December 7, 1995 (the "Existing
Credit Agreement");
WHEREAS, to effectuate the Merger (as defined below), the Borrower formed
a new Subsidiary, Package Acquisition, Inc., a Delaware corporation
("Acquisition") which became a Credit Party pursuant to a Joinder Agreement;
WHEREAS, pursuant to that certain Agreement and Plan of Merger (as
amended, the "Merger Agreement"), dated as of May 17, 1996, among the Borrower,
Acquisition, CFI Industries, Inc., a Delaware corporation (the "Company"), and
Equity Holdings, Acquisition will merge with and into the Company (the
"Merger"), and the Company shall be the surviving corporation;
WHEREAS, after the Merger, the Company, Plastofilm Limited, Plastofilm
Industries, Inc. and CFI Recycling, Inc. shall be Subsidiaries of the Borrower;
and
WHEREAS, in recognition of the Merger, the parties hereto have agreed to
amend the Existing Credit Agreement;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined
herein or the context otherwise requires, the following terms used
in this Amendment No. 1, including its preamble and recitals, have
the following meanings:
"Amended Credit Agreement" means the Existing
Credit Agreement as amended hereby.
"Amendment No. 1 Effective Date" is defined in
Subpart 3.1.
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SUBPART 1.2. Other Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this
Amendment No. 1, including its preamble and recitals, have the
meanings provided in the Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement and all
other Credit Documents shall continue in full force and effect.
SUBPART 2.1. Amendments and Additions to Section 1.1.
SUBPART 2.1.1. The following definitions in Section 1.1 of the
Existing Credit Agreement are amended in their entirety to read as
follows:
"Guarantor" means Holdings, each of the Subsidiaries of the Borrower
(other than Plastofilm Ltd.) and each Additional Credit Party which has
executed a Joinder Agreement.
"Permitted Investments" means Investments which are (i) cash or Cash
Equivalents, (ii) accounts receivable created, acquired or made in the
ordinary course of business and payable or dischargeable in accordance
with customary trade terms, (iii) Investments in a Guarantor (other than
Holdings), (iv) Investments in Plastofilm Ltd. not to exceed $2,000,000,
in the aggregate, at any one time; (v) loans to directors, officers,
employees, agents, customers or suppliers in the ordinary course of
business for reasonable business expenses, (vi) loans to directors,
officers and employees to finance purchases (or tax obligations relating
to such purchases) of Holding's capital stock not to exceed $5,000,000,
in the aggregate, at any one time, (vii) Permitted Acquisitions, (viii)
Investments in foreign joint ventures not to exceed $5,000,000, in the
aggregate, at any one time, (ix) the purchase of restricted stock or
options of Holdings or the Borrower from employees who voluntarily or
involuntarily terminate their employment with the Borrower or any of its
Subsidiaries, (x) the redemption of Subordinated Debt as permitted by
this Credit Agreement, (xi) the Investments set forth on Schedule 9.6
attached hereto, and (xii) the purchase of the Xxxxxx Property.
SUBPART 2.1.2. Section 1.1 of the Existing Credit Agreement is
amended to add the following definition in its proper alphabetical
location:
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"Plastofilm Ltd." means Plastofilm Limited, a corporation organized
and existing under the laws of Northern Ireland.
SUBPART 2.2. Amendments to Section 8.13. Section 8.13 of the
Existing Credit Agreement is amended in its entirety to read as follows:
8.13 Additional Credit Parties. At the time any Person (other than
Plastofilm Ltd.) becomes a Subsidiary of a Credit Party, the Borrower
shall so notify the Agent and promptly thereafter (but in any event
within 30 days after the date thereof) shall (a) cause such Person to
execute a Joinder Agreement in substantially the same form as Exhibit
8.13 attached hereto, (b) cause all of the capital stock of such Person
to be delivered to the Agent (together with undated stock powers signed
in blank) and pledged to the Agent pursuant to an appropriate pledge
agreement in substantially the form of the Pledge Agreements and
otherwise in a form acceptable to the Agent, (c) cause such Person to
pledge all of its assets to the Lenders pursuant to a security agreement
in substantially the form of the Security Agreements and otherwise in a
form acceptable to the Agent, and (d) if such Person has any
Subsidiaries, cause such Person to (A) deliver all of the capital stock
of such Subsidiaries (together with undated stock powers signed in blank)
to the Agent and (B) execute a pledge agreement in substantially the form
of the Pledge Agreement and otherwise in a form acceptable to the Agent,
(e) if such Person owns or leases any real property, cause such Person to
execute any and all necessary mortgages, deeds of trust, deeds to secure
debt or other appropriate real estate collateral documentation in a form
acceptable to the Agent and (f) deliver such other documentation as the
Agent may reasonably request in connection with the foregoing, including,
without limitation, appropriate UCC-1 financing statements, real estate
title insurance policies, environmental reports, landlord's waivers,
certified resolutions and other organizational and authorizing documents
of such Person and favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect
and enforceability of the documentation referred to above), all in form,
content and scope reasonably satisfactory to the Agent.
SUBPART 2.3. Amendments to Section 9.1. Section 9.1 of the
Existing Credit Agreement is amended by deleting the word "and" at the
end of subsection (j), replacing the period at the end of subsection (k)
with a semicolon followed by the word "and" and adding the following
subsection (l) thereafter:
9.1 Indebtedness. Neither Holdings, the Borrower nor any of their
Subsidiaries will contract, create, incur, assume or permit to exist any
Indebtedness, except:
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* * * * *
(l) Indebtedness of Plastofilm Ltd. not to exceed $4,000,000
in the aggregate at any one time;
SUBPART 2.4. Amendments to Schedules. Schedules 7.9, 7.15, 7.18,
7.19(a), 7.19(b), 7.23(a), 7.23(b) and 7.23(c) of the Existing Credit
Agreement are replaced in their entirety with Schedules 7.9, 7.15, 7.18,
7.19(a), 7.19(b), 7.23(a), 7.23(b) and 7.23(c) attached hereto.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment No. 1 Effective Date. This Amendment No. 1
shall be and become effective as of the date hereof (the "Amendment No. 1
Effective Date") when all of the conditions set forth in this Subpart 3.1
shall have been satisfied, and thereafter this Amendment No. 1 shall be
known, and may be referred to, as "Amendment No. 1."
SUBPART 3.1.1. Execution of Counterparts of Amendment. The Agent
shall have received executed counterparts (or other evidence of
execution, including facsimile signatures, satisfactory to the Agent) of
this Amendment No. 1, which collectively shall have been duly executed on
behalf of each of the Borrower, the Guarantors, the Required Lenders and
the Agent.
SUBPART 3.1.2. Merger. The Merger shall have been consummated,
with the Agent having received a copy, certified by an officer of the
Borrower as true and complete, of the Merger Agreement and of each other
document or instrument executed by the Borrower or any Credit Party in
connection with the Merger, in each case as originally executed and
delivered, and no amendment or modification thereof shall have been
entered into on or prior to the Amendment No. 1 Effective Date which
shall not have been approved by the Required Lenders.
SUBPART 3.1.3. Opinion. The Agent shall have received an opinion,
or opinions, satisfactory to the Agent, addressed to the Agent on behalf
of the Lenders and dated as of the date hereof, from legal counsel to the
Credit Parties, including, but not limited to, the authority of the
Credit Parties to enter into this Amendment No. 1, the enforceability of
this Amendment No. 1 and the consummation of the Merger.
SUBPART 3.1.4. Other Documents. The Agent shall have received such
other documents relating to the transactions contemplated hereby
(including, without limitation, the
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Merger) as the Agent or any Lender or counsel to the Agent may request.
PART IV
JOINDER
As soon as practicable following the date on which the Merger is
consummated (the "Merger Date"), but in no event later than thirty (30) days
after the Merger Date, the Borrower shall:
SUBPART 4.1. Documents.
SUBPART 4.1.1 Joinder Agreement. Cause a Joinder Agreement in
substantially the same form as Exhibit 8.13 to the Credit Agreement to be
delivered to the Agent by each of the Company, Plastofilm Industries,
Inc. and CFI Recycling, Inc. (collectively, the "New Guarantors").
SUBPART 4.1.2. Pledge Agreement. Cause all of the capital stock of
each New Guarantor to be delivered to the Agent (together with undated
stock powers signed in blank) and pledged to the Agent pursuant to an
appropriate pledge agreement in substantially the form of the Pledge
Agreement and otherwise in a form acceptable to the Agent.
SUBPART 4.1.3. Security Agreement. Cause each of the New
Guarantors to pledge all of its assets to the Lenders pursuant to a
security agreement in substantially the form of the Security Agreements
and otherwise in a form acceptable to the Agent.
SUBPART 4.2. Personal Property Collateral. Cause each of the New
Guarantors to deliver to the Agent, in form and substance satisfactory to
the Agent:
(i) searches of Uniform Commercial Code ("UCC") filings in
each jurisdiction of the chief executive office of each New
Guarantor and each jurisdiction where a filing would need to be
made in order to perfect the Lenders' security interest in the
assets of the New Guarantors (the "New Collateral"), copies of the
financing statements on file in such jurisdictions and evidence
that no Liens exist other than Permitted Liens;
(ii) duly executed financing statements under the UCC or
similar legislation for each appropriate jurisdiction as is
necessary, in the Agent's sole discretion, to perfect the Lenders'
security interest in the New Collateral;
(iii) searches of ownership of intellectual property in the
appropriate governmental offices and
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such patent/trademark/copyright filings as requested by the Agent
in order to perfect the Lenders' security interest in the
intellectual property assets of the New Guarantors; and
(iv) all instruments and chattel paper in the possession of a
New Guarantor together with allonges or assignments as may be
necessary or appropriate to perfect the Lenders' security interest
in the New Collateral.
SUBPART 4.3. Real Property Collateral. Cause to be delivered to
the Agent, in form and substance satisfactory to the Agent:
(i) a fully executed and notarized mortgage, deed of trust,
deed to secure debt or hypothec in registerable form (the "New Fee
Mortgage") encumbering the fee interest (whether legal, equitable
or otherwise) of Plastofilm Industries, Inc. in the fee estate (or
the equivalent form of title under applicable law) located in
Wheaton, Illinois (the "Wheaton Property"), together with such
UCC-1 financing statements (or equivalent instruments) as the Agent
shall deem appropriate with respect to the Wheaton Property;
(ii) a fully executed and notarized mortgage, deed of trust or
deed to secure debt (the "New Leasehold Mortgage;" the New
Leasehold Mortgage and the New Fee Mortgage are collectively
referred to as the "New Mortgages") encumbering the leasehold
interest of Plastofilm Industries, Inc. in the leasehold estate
located in Sparks, Nevada (the "Sparks Property;" the Sparks
Property and the Wheaton Property are collectively referred to as
the "New Real Properties"), together with such UCC-1 financing
statements (or equivalent instruments) as the Agent shall deem
appropriate with respect to the Sparks Property; provided that the
New Leasehold Mortgage and UCC-1 financing statements (or
equivalent instruments) shall not be required for the Sparks
Property if the lease prohibits the same and the landlord or any
other required party thereunder has not consented to the same after
good faith efforts to obtain the same by the Credit Parties (for
purposes of this subsection, good faith efforts shall not be deemed
to include the filing of lawsuits or the payment of any
consideration);
(iii) unless in any such case the Credit Parties are unable
after good faith efforts to obtain the same (for purposes of this
subsection, good faith efforts shall not be deemed to include the
filing of lawsuits or the payment of any consideration) (A) in the
case of
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the Sparks Property and the leasehold estate located in Batavia,
Illinois, such estoppel letters, consents and waivers from the
landlords of such real property as may be reasonably required by
the Agent, which estoppel letters shall be in form and substance
reasonably satisfactory to the Agent and (B) in the case of the
Sparks Property, evidence that the applicable lease, a memorandum
of lease with respect thereto, or other evidence of such lease in
form and substance reasonably satisfactory to the Agent, has been
recorded in all places to the extent necessary or desirable, in the
reasonable judgment of the Agent, so as to enable the New Leasehold
Mortgage to effectively create a valid and enforceable lien
(subject only to Permitted Liens) on the Sparks Property in favor
of the Agent (or such other Person as may be required or desired
under local law) for the benefit of Lenders;
(iv) an opinion of counsel (which counsel shall be
satisfactory to the Agent) in the state or province in which each
New Real Property is located with respect to the enforceability of
the form of the New Mortgage and sufficiency of the form of UCC-1
financing statements (or equivalent instruments) to be recorded or
filed in such state or province and such other matters as the Agent
may request, in form and substance satisfactory to the Agent;
(v) ALTA mortgagee title insurance policies (the "New Mortgage
Policies") issued by Chicago Title Insurance Company (the "Title
Insurance Company"), in amounts satisfactory to the Agent with
respect to all New Real Properties, assuring the Agent that each
applicable New Mortgage creates valid and enforceable mortgage
liens on the respective New Real Property, free and clear of all
defects and encumbrances except Permitted Liens, which New Mortgage
Policies shall be in form and substance satisfactory to the Agent
and containing such endorsements as shall be satisfactory to the
Agent and for any other matters that the Agent may request, and
shall provide for affirmative insurance and such reinsurance as the
Agent may request, all of the foregoing in form and substance
satisfactory to the Agent;
(vi) maps or plats of an as-built survey of the Wheaton
Property certified to the Agent and the Title Insurance Company in
a manner reasonably satisfactory to them, dated a date satisfactory
to the Agent and the Title Insurance Company by an independent
professional licensed land surveyor reasonably satisfactory to the
Agent and the Title Insurance Company, which maps or plats and the
surveys on which they are based shall be sufficient to delete any
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standard printed survey exception contained in the applicable title
policy and be made in accordance with the Minimum Standard Detail
Requirements for Land Title Surveys jointly established and adopted
by the American Land Title Association and the American Congress on
Surveying and Mapping in 1992, and, without limiting the generality
of the foregoing, there shall be surveyed and shown on such maps,
plats or surveys the following: (A) the locations on such sites of
all the buildings, structures and other improvements and the
established building setback lines; (B) the lines of streets
abutting the sites and width thereof; (C) all access and other
easements appurtenant to the sites necessary to use the sites; (D)
all roadways, paths, driveways, easements, encroachments and
overhanging projections and similar encumbrances affecting the
site, whether recorded, apparent from a physical inspection of the
sites or otherwise known to the surveyor; (E) any encroachments on
any adjoining property by the building structures and improvements
on the sites; and (F) if the site is described as being on a filed
map, a legend relating the survey to said map;
(vii) zoning letters from appropriate authorities in form and
substance acceptable to the Agent or other evidence satisfactory to
the Agent that each of the New Real Properties, and the uses of the
New Real Properties, are in compliance in all material respects
with all applicable zoning laws, including the zoning designation
made for each of the New Real Properties, the permitted uses of
each such New Real Properties under such zoning designation and
zoning requirements as to parking, lot size, ingress, egress and
building setbacks; and
(viii) certification from Bankers Hazard Determination
Services or Borrower's land surveyor in a form reasonably
satisfactory to the Agent or other evidence acceptable to the Agent
that none of the improvements on the New Real Properties are
located within any area designated by the Director of the Federal
Emergency Management Agency as a "special flood hazard" area or if
any improvements on the New Real Properties are located within a
"special flood hazard" area, evidence of a flood insurance policy
from a company and in an amount satisfactory to the Agent for the
applicable portion of the premises, naming the Agent, for the
benefit of the Lenders, as mortgagee.
SUBPART 4.4. Environmental Reports. Cause to be delivered to the
Agent, in form and substance satisfactory to the Agent, environmental
site assessment reports and related documents of a recent date with
respect to the Wheaton Property.
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SUBPART 4.5. Corporate Documents. Cause to be delivered to the
Agent each of the following:
(i) Charter Documents. Copies of the articles or certificates
of incorporation or other charter documents of each New Guarantor,
certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or other
jurisdiction of its incorporation and certified by a secretary or
assistant secretary of such New Guarantor to be true and correct as
of the Merger Date.
(ii) Bylaws. A copy of the bylaws of each New Guarantor
certified by a secretary or assistant secretary of such New
Guarantor to be true and correct as of the Merger Date.
(iii) Resolutions. Copies of resolutions of the Board of
Directors of each New Guarantor approving and adopting each
document executed in accordance with Subpart 4.1 to which it is a
party, the transactions contemplated therein and authorizing
execution and delivery thereof, certified by a secretary or
assistant secretary of such New Guarantor to be true and correct
and in force and effect as of the Merger Date.
(iv) Good Standing. Copies of (A) certificates of good
standing, existence or its equivalent with respect to each New
Guarantor certified as of a recent date by the appropriate
Governmental Authorities of the state or other jurisdiction of
incorporation and each other jurisdiction in which the failure to
so qualify and be in good standing would have a Material Adverse
Effect and (B) to the extent available, a certificate indicating
payment of all corporate franchise taxes certified as of a recent
date by the appropriate governmental taxing authorities.
(v) Incumbency. An incumbency certificate of each New
Guarantor certified by a secretary or assistant secretary to be
true and correct as of the Merger Date.
SUBPART 4.6. Opinion of Counsel. Receipt by the Agent of an
opinion, or opinions, satisfactory to the Agent, addressed to the Agent
on behalf of the Lenders and dated as of the Merger Date, from legal
counsel to the New Guarantors, including, but not limited to, opinions
similar to those received from counsel to the Credit Parties in
connection with the initial closing of the Existing Credit Agreement.
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SUBPART 4.7. Further Assurances. Deliver or cause to be delivered
to the Agent or Lender(s), as appropriate, such other documents,
instruments, agreements or information as reasonably requested by the
Agent or any Lender, including, but not limited to, information regarding
litigation, tax, accounting, labor, insurance, pension liabilities
(actual or contingent), real estate leases, material contracts, debt
agreements, property ownership and contingent liabilities of the New
Guarantors.
PART V
MISCELLANEOUS
SUBPART 5.1. Cross-References. References in this Amendment No. 1
to any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment No. 1.
SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement.
This Amendment No. 1 is a Credit Document executed pursuant to the
Existing Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the
terms and provisions of the Existing Credit Agreement.
SUBPART 5.3. References in Other Credit Documents. At such time as
this Amendment No. 1 shall become effective pursuant to the terms of
Subpart 3.1, all references in the Credit Documents to the "Credit
Agreement" shall be deemed to refer to the Credit Agreement as amended by
this Amendment No. 1.
SUBPART 5.4. Representations and Warranties. Each Credit Party
hereby represents and warrants that (i) each Credit Party that is party
to the Merger Agreement and this Amendment No. 1: (a) has the requisite
corporate power and authority to execute, deliver and perform the Merger
Agreement and this Amendment No. 1, as applicable and (b) is duly
authorized to, and has been authorized by all necessary corporate action,
to execute, deliver and perform the Merger Agreement or this Amendment
No. 1, as applicable, (ii) the Merger constitutes a Permitted
Acquisition, (iii) the only Subsidiaries to be acquired by the Borrower
pursuant to the Merger are the Company, Plastofilm Ltd., Plastofilm
Industries, Inc. and CFI Recycling, Inc., (iv) the only Real Property to
be acquired pursuant to the Merger is described on the new Schedule
7.23(a) and the locations of all personal property acquired pursuant to
the Merger are described on the new Schedule 7.23(b), (v) the Borrower
has no claims, counterclaims, offsets, or defenses to the Credit
Documents and the performance of its obligations thereunder, or if the
Borrower has any such claims, counterclaims, offsets, or defenses to the
Credit Documents or any transaction related to the Credit Documents, the
same are hereby waived,
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relinquished and released in consideration of the Lenders' execution and
delivery of this Amendment No. 1, (vi) since the date of the last
financial statements of the Borrower delivered to the Lenders, no event
or condition has occurred which has had or could have a Material Adverse
Effect, (vii) the representations and warranties contained in Section 7
of the Existing Credit Agreement are correct on and as of the date hereof
as though made on and as of such date and after giving effect to the
amendments contained herein and (vii) no Default or Event of Default
exists under the Existing Credit Agreement on and as of the date hereof
or will occur as a result of the transactions contemplated hereby.
SUBPART 5.5. Liens. The Borrower and the Guarantors, as
applicable, affirm the liens and security interests created and granted
in the Credit Documents and agree that this Amendment No. 1 shall in no
manner adversely effect or impair such liens and security interest.
SUBPART 5.6. Acknowledgement of Guarantors. The Guarantors
acknowledge and consent to all of the terms and conditions of this
Amendment No. 1 and agree that this Amendment No. 1 and all documents
executed in connection herewith do not operate to reduce or discharge the
Guarantors' obligations under the Credit Agreement or the other Credit
Documents. The Guarantors further acknowledge and agree that the
Guarantors have no claims, counterclaims, offsets, or defenses to the
Credit Documents and the performance of the Guarantors' obligations
thereunder or if the Guarantors did have any such claims, counterclaims,
offsets or defenses to the Credit Documents or any transaction related to
the Credit Documents, the same are hereby waived, relinquished and
released in consideration of the Lenders' execution and delivery of this
Amendment No. 1.
SUBPART 5.7. No Other Changes. Except as expressly modified and
amended in this Amendment No. 1, all the terms, provisions and
conditions of the Credit Documents shall remain unchanged.
SUBPART 5.8. Counterparts. This Amendment No. 1 may be executed by
the parties hereto in several counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one and
the same agreement.
SUBPART 5.9. Entirety. This Amendment No. 1, the Credit Agreement
and the other Credit Documents embody the entire agreement between the
parties and supersede all prior agreements and understandings, if any,
relating to the subject matter hereof. These Credit Documents represent
the final agreement between the parties and may not be contradictive by
evidence of prior, contemporaneous or subsequent oral agreements of the
parties.
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SUBPART 5.10. Governing Law. THIS AMENDMENT NO. 1 SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 5.11. Successors and Assigns. This Amendment No. 1
shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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This Amendment No. 1 is executed as of the day and year first written
above.
BORROWER: IPC, INC.
--------
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
GUARANTORS: IVEX PACKAGING CORPORATION
----------
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
IVEX PAPER MILL CORPORATION
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
IPMC HOLDING CORPORATION
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
IPMC, INC.
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
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VALLEY EXPRESS LINES, INC.
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
KAMA OF ILLINOIS CORPORATION
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
15
PACKAGING PRODUCTS, INC.
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
IVEX CORPORATION
an Ontario corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
PACKAGE ACQUISITION, INC.
a Delaware corporation
By:____________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President and Treasurer
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LENDERS: NATIONSBANK, N.A.
------- individually in its capacity as a
Lender and in its capacity as
Agent
By:_____________________________
Name:___________________________
Title__________________________
BANKERS TRUST COMPANY
By:_____________________________
Name:___________________________
Title__________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By:_____________________________
Name:___________________________
Title__________________________
SOCIETE GENERALE, SOUTHWEST AGENCY
By:_____________________________
Name:___________________________
Title__________________________
BANQUE PARIBAS
By:_____________________________
Name:___________________________
Title__________________________
By:_____________________________
Name:___________________________
Title__________________________
ABN AMRO BANK, N.V., HOUSTON AGENCY
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BY: ABN AMRO NORTH AMERICA, INC.,
AS AGENT
By:_____________________________
Name:___________________________
Title__________________________
By:_____________________________
Name:___________________________
Title__________________________
BANK OF BOSTON (F/K/A FIRST NATIONAL BANK OF
BOSTON)
By:_____________________________
Name:___________________________
Title__________________________
FIRST BANK NATIONAL ASSOCIATION
By:_____________________________
Name:___________________________
Title__________________________
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By:_____________________________
Name:___________________________
Title__________________________
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME
TRUST
By:_____________________________
Name:___________________________
Title__________________________
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SENIOR DEBT PORTFOLIO
By:_____________________________
Name:___________________________
Title__________________________
IMPERIAL BANK
By:_____________________________
Name:___________________________
Title__________________________
