FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 2008
(this “Agreement”), is entered into among XXXXX CORPORATION, a Wisconsin corporation (the
“Company”), XXXXX WORLDWIDE, INC., a Wisconsin corporation (“Worldwide”), and
TRICOR DIRECT, INC., a Delaware corporation (“Tricor”, together with the Company and
Worldwide, the “Borrowers”), the guarantors identified on the signature pages hereto as
Guarantors (the “Guarantors”), the lenders identified on the signature pages hereto as
Lenders (the “Lenders”) and Bank of America, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
RECITALS
A. The Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into that
certain Amended and Restated Credit Agreement, dated as of October 5, 2006 (as amended from time to
time, the “Credit Agreement”).
B. The parties to the Credit Agreement have agreed to amend the Credit Agreement as provided
herein.
C. In consideration of the agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows.
AGREEMENT
1. Amendments.
(a) Maturity Date. The definition of “Maturity Date” appearing in Section
1.01 of the Credit Agreement is hereby amended to read as follows:
“Maturity Date” means March 18, 2013; provided, however that if
such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
(b) Joinder of Visual Wear LLC, DAWG, Inc. and Sorbent Products Company, Inc.
Notwithstanding anything in the Credit Agreement to the contrary (including Section 7.12 thereof),
the Loan Parties shall not be required to cause any of Visual Wear LLC, DAWG, Inc. or Sorbent
Products Company, Inc. to become a Guarantor prior to September 30, 2008.
2. Effectiveness; Conditions Precedent. This Agreement shall be effective as of the
date hereof when all of the conditions set forth in this Section 2 shall have been satisfied in
form and substance satisfactory to the Administrative Agent.
(a) Execution and Delivery of Agreement. The Administrative Agent shall have
received copies of this Agreement duly executed by the Loan Parties, the Lenders and the
Administrative Agent.
(b) Amendment Fee. The Administrative Agent shall have received, for the
account of each Lender, an amendment fee equal to 0.075% of such Lender’s Commitment.
(c) Fees and Expenses. Payment of all fees and expenses owed by the Borrowers
to the Administrative Agent.
3. Ratification of Credit Agreement. Each Loan Party acknowledges and consents to the
terms set forth herein and agrees that this Agreement does not impair, reduce or limit any of its
obligations under the Loan Documents.
4. Authority/Enforceability. Each Loan Party represents and warrants as follows:
(a) It has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.
(b) This Agreement has been duly executed and delivered by each Loan Party and
constitutes its legal, valid and binding obligation, enforceable in accordance with its
terms, except as such enforceability may be subject to (i) applicable Debtor Relief Laws and
(ii) general principles of equity (regardless of whether such enforceability is considered
in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by such Person of this Agreement.
(d) The execution and delivery of this Agreement does not (i) violate, contravene or
conflict with any provision of its Organization Documents or (ii) materially violate,
contravene or conflict with any Laws applicable to it or any of its Subsidiaries.
5. Representations and Warranties of the Loan Parties. Each Loan Party represents and
warrants to the Lenders that (a) the representations and warranties of the Loan Parties set forth
in Article VI of the Credit Agreement are true and correct in all material respects as of the date
hereof, and (b) no event has occurred and is continuing which constitutes a Default or an Event of
Default.
7. Counterparts/Telecopy. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement
by telecopy shall be effective as an original.
8. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
BORROWERS: | XXXXX CORPORATION, | |||||
a Wisconsin corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens
|
|||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
XXXXX WORLDWIDE, INC., | ||||||
a Wisconsin corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
TRICOR DIRECT, INC., | ||||||
a Delaware corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
GUARANTORS: | XXXXX INTERNATIONAL CO., | |||||
a Wisconsin corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
XXXXX INVESTMENT CO., | ||||||
a Nevada corporation | ||||||
By: | /s/ Xxxx Xxxxxx | |||||
Name: | Xxxx Xxxxxx | |||||
Title: | President | |||||
WORLDMARK OF WISCONSIN, INC., | ||||||
a Delaware corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
TRUMED TECHNOLOGIES, INC., | ||||||
a Minnesota corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer |
XXXXXX SYSTEMS, INC. | ||||||
(d/b/a/ Electromark), | ||||||
a New York corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
AIO HOLDING, INC, | ||||||
(d/b/a Personnel Concepts), | ||||||
a Delaware corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
STOPWARE, INC. | ||||||
a California corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
DUAL CORE LLC, | ||||||
a Wisconsin limited liability company | ||||||
(f/k/a Identicard Systems Worldwide, Inc., | ||||||
a Pennsylvania corporation) | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
XXXXX PEOPLE IDENTIFICATION LLC | ||||||
a Wisconsin limited liability company | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
COMPREHENSIVE IDENTIFICATION PRODUCTS, INC. | ||||||
a Massachusetts corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer |
PV ACQUISITIONS LLC | ||||||
a Delaware limited liability company | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
XXXXX MEXICO HOLDING LLC | ||||||
a Delaware limited liability company | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
XXXXX PRECISION CONVERTING, LLC | ||||||
a Wisconsin limited liability company | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer | |||||
XXXXXXX COMMUNICATIONS, INCORPORATED | ||||||
a Pennsylvania corporation | ||||||
By: | /s/ Xxxxxxx X. Bolens | |||||
Name: | Xxxxxxx X. Bolens | |||||
Title: | Vice President and Treasurer |
ADMINISTRATIVE |
||||||
AGENT: | BANK OF AMERICA, N.A., | |||||
as Administrative Agent | ||||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||
Name: | Xxxxxxx Xxxxxxxx | |||||
Title: | Vice President | |||||
LENDERS: | BANK OF AMERICA, N.A., | |||||
as a Lender, L/C Issuer and Swing Line Lender | ||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxx X. Xxxxxxx | |||||
Title: | Senior Vice President | |||||
XXXXXX X.X., | ||||||
as a Lender | ||||||
By: | /s/ Xxxxxxxxxxx X. Xxxxxxxx | |||||
Name: | Xxxxxxxxxxx X. Xxxxxxxx | |||||
Title: | Vice President | |||||
M &I XXXXXXXX & XXXXXX BANK, | ||||||
as a Lender | ||||||
By: | /s/ Xxx X. Xxxxxxx | |||||
Name: | Xxx X. Xxxxxxx | |||||
Title: | Senior Vice President | |||||
By: | /s/ Xxxxx X. Xxxxxx | |||||
Name: | Xxxxx X. Xxxxxx | |||||
Title: | Senior Vice President | |||||
PNC BANK, N.A., | ||||||
as a Lender | ||||||
By: | /s/ X.X. Xxxxx | |||||
Name: | X.X. Xxxxx | |||||
Title: | Managing Director | |||||
XXXXX FARGO BANK, N.A., | ||||||
as a Lender | ||||||
By: | /s/ Xxxx X. Xxxxxxxx | |||||
Name: | Xxxx X. Xxxxxxxx | |||||
Title: | Vice President |