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Exhibit 10.107
January 8, 1997
TO THE ATTACHED DISTRIBUTION LIST
Re: Amended and Restated Credit Agreement dated as of February 25,
1994, among Shorewood Packaging Corporation (the "U.S. Borrower"),
Shorewood Corporation of Canada Limited (the "Canadian Borrower")
(collectively, the U.S. Borrower and the Canadian Borrower may be
referred to herein as the "Borrowers"), NationsBank, N.A. (formerly
known as NationsBank, N.A. (Carolinas) and NationsBank of North
Carolina, N.A.), as Administrative Agent, the Bank of Nova Scotia, as
Canadian Administrative Agent and the Lenders identified therein, as
amended by that certain First Amendment to Amended and Restated Credit
Agreement dated as of July 18, 1994, that certain Second Amendment to
Amended and Restated Credit Agreement dated as of November 22, 1994,
that certain Third Amendment to Amended and Restated Credit Agreement
dated as of July 28, 1995, that certain Fourth Amendment to Amended and
Restated Credit Agreement dated as of December 12, 1995, that certain
Fifth Amendment to Amended and Restated Credit Agreement dated as of
January 26, 1996 and that certain Sixth Amendment to Amended and
Restated Credit Agreement dated as of July 2, 1996 (as further amended,
modified, extended, renewed or replaced from time to time, the "Credit
Agreement"). Terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement.
Ladies and Gentlemen:
To avoid "thin capitalization" tax exposure on intercompany interest charges in
Canada, the U.S. Borrower placed additional equity in the Canadian Borrower in
1994, resulting in the issuance by the Canadian Borrower to the U.S. Borrower of
5,655,172 shares of preferred stock, of which 3,732,413 shares, evidenced by
share certificate no. P-2 (the "Preferred Shares") have been pledged to the
Administrative Agent, for the benefit of the Lenders, pursuant to the terms of
the Credit Documents. The recent satisfaction by the Canadian Borrower of its
intercompany debt has removed all "thin capitalization" tax exposure concerns
for the U.S. Borrower. As a result, the U.S. Borrower would now like to move
some equity back to the United States pursuant to the redemption of the
Preferred Shares.
Therefore, the Borrowers have requested that the Lenders consent to the
Administrative Agent's (i) termination of the Administrative
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January 8, 1997
Agent's security interest in the Preferred Shares and (ii) release of share
certificate no. P-2 evidencing the Preferred Shares. The Borrowers have also
requested that the Administrative Agent, as registered holder of the Preferred
Shares, tender the Preferred Shares for redemption and direct the Canadian
Borrower to pay the redemption price directly to the U.S. Borrower.
Please sign where indicated below and return a copy of this letter to the
undersigned to evidence your consent to the (i) termination by the
Administrative Agent of its security interest in the Preferred Shares, (ii)
release of share certificate no. P-2 evidencing the Preferred Shares, (iii)
tender by the Administrative Agent of the Preferred Shares for redemption and
(iv) payment of the redemption price for the Preferred Shares directly to the
U.S. Borrower.
The Administrative Agent shall continue to maintain, for the benefit of the
Lenders, a security interest in 66% of the common stock issued by the Canadian
Borrower.
Very truly yours,
NATIONSBANK, N.A., in its capacity
as Agent and as Lender
By:________________________________
Name: ____________________________
Title: _____________________________
Accepted and agreed:
BORROWERS:
SHOREWOOD PACKAGING CORPORATION
By:____________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
SHOREWOOD CORPORATION OF CANADA
LIMITED
By:____________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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January 8, 1997
LENDERS:
THE BANK OF NOVA SCOTIA, in its
capacity as Canadian Administrative
Agent and as a Lender
By:____________________________
Name:__________________________
Title:_________________________
By:____________________________
Name:__________________________
Title:_________________________
CREDITANSTALT BANKVEREIN
By:____________________________
Name:__________________________
Title:_________________________
By:____________________________
Name:__________________________
Title:_________________________
CRESTAR BANK
By:____________________________
Name:__________________________
Title:_________________________
UNITED STATES NATIONAL BANK OF
OREGON
By:____________________________
Name:__________________________
Title:_________________________
THE CHASE MANHATTAN BANK, N. A.
By:_____________________________
Name:___________________________
Title:__________________________
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January 8, 1997
BANQUE PARIBAS
By:_____________________________
Name:___________________________
Title:__________________________
By:_____________________________
Name:___________________________
Title:__________________________
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By:_____________________________
Name:___________________________
Title:__________________________
By:_____________________________
Name:___________________________
Title:__________________________
FLEET BANK, N.A.
By:_____________________________
Name:___________________________
Title:__________________________
THE BANK OF NEW YORK
By:_____________________________
Name:___________________________
Title:__________________________
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:_____________________________
Name:___________________________
Title:__________________________
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January 8, 1997
The Subsidiary Guarantors acknowledge and consent to all of the terms and
conditions of this letter, and agree that this letter and any documents executed
in connection herewith do not operate to reduce or discharge the Subsidiary
Guarantors' obligations under their respective Guaranty Agreements.
SHOREWOOD TECHNOLOGIES, INC.
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SHOREWOOD PACKAGING CORPORATION OF
GEORGIA
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING OF
NORTH CAROLINA, INC.
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SPC COMPANY OF VIRGINIA, INC.
(f/k/a SHOREWOOD PACKAGING OF
VIRGINIA, INC.)
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
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January 8, 0000
XXXXXXXXX XXXXXXXXX XX XXXXXXXXXX,
INC.
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING COMPANY OF
ILLINOIS, INC.
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD TRANSPORT, INC.
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING OF DELAWARE, INC.
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOR-WRAP, INC.
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
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January 8, 0000
XXXXXXXXX XXXXXXXXX XXXXXXXXXXX XX XXXXXXX
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING CORPORATION OF
NEW YORK
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD ACQUISITION CORP. OF
DELAWARE
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SHOREWOOD PACKAGING CORPORATION OF
VIRGINIA (f/k/a SHOREWOOD PAPERBOARD
CORPORATION OF VIRGINIA)
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
SPC COMPANY OF NEW YORK, INC.
(f/k/a SHOREWOOD PAPERBOARD
CORPORATION OF NEW YORK)
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
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January 8, 1997
SHOREWOOD PACKAGING CORPORATION OF
CONNECTICUT, (f/k/a
SHOREWOOD/XXXXXXXX SET-UP BOX
CORPORATION)
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Financial Officer
TORONTO CARTON CORPORATION LIMITED
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SPC CORPORATION LIMITED (f/k/a
SHOREWOOD PAPERBOARD CORPORATION
LIMITED)
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SHOREWOOD PACKAGING CORP. OF CANADA
LIMITED
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SHOREWOOD PACKAGING CORPORATION OF
OREGON
By:________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
