Exhibit 10.94
PROMISSORY NOTE - TERM LOAN B
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$70,000,000 Dated: July 7, 1998
FOR VALUE RECEIVED, IMPAC GROUP, INC. (the "Company") HEREBY PROMISES
TO PAY to the order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(the "Lender") the principal sum of SEVENTY MILLION United States Dollars
($70,000,000) in installments at the times and in the amounts set forth in the
Credit Agreement (as hereinafter defined) in repayment of the Term Loan B made
by the Lender to the Company. Interest upon the unpaid principal amount hereof
shall accrue at the rates, shall be calculated in the manner and shall be
payable on the dates set forth in the Credit Agreement. After maturity, whether
by acceleration or otherwise, accrued interest shall be payable upon demand.
Both principal and interest shall be payable in accordance with the Credit
Agreement to Bank of America National Trust and Savings Association ("Bank of
America"), as Agent (the "Agent"), on behalf of the Lender, at its main office
in Chicago, Illinois in immediately available funds. The Term Loan B made by the
Lender to the Company pursuant to the Credit Agreement and all payments on
account of principal hereof shall be recorded by the Lender and, prior to any
transfer thereof, endorsed on Schedule A attached hereto which is part of this
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Note or otherwise in accordance with its usual practices; provided, however,
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that the failure to so record shall not affect the Company's obligations under
this Note.
This Note is a Note referred to in, and is entitled to the benefits
of, the Amended and Restated Multicurrency Credit Agreement, dated as of
March 12, 1998 and as amended and restated as of July 7, 1998 among the Company,
AGI Incorporated ("AGI"), Klearfold, Inc. ("Klearfold", and together with AGI,
each a "L/C Borrower" and collectively, the "L/C Borrowers"), the several
financial institutions signatory thereto (including the Lender) and Bank of
America, as Agent and Swing Line Lender (as amended, modified or supplemented
from time to time, the "Credit Agreement"), and the other Loan Documents.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.
The Company hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF
ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
IMPAC GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
Schedule A
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Promissory Note - Term Loan B
dated July 7, 1998
payable to the order of
Bank of America National Trust & Savings Association
PRINCIPAL PAYMENTS
Amount of Unpaid
Principal Amount of Principal Notation
Date Borrowed Principal Repaid Balance Made By
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