EXHIBIT 10.90
AMENDED AND RESTATED REVOLVING LOAN
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$53,000,000 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 FIFTY-THREE MILLION United States Dollars
($53,000,000) or, if less, the aggregate unpaid principal amount of the
Revolving Loans made by the Lender to the Company pursuant to Section 2.01(c) of
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the Credit Agreement (as hereinafter defined), on or before the Revolving Loan
Termination Date; together, in each case, with interest on any and all principal
amounts remaining unpaid hereunder from time to time. 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 & Savings
Association, as Agent (the "Agent"), on behalf of the Lender, at its main office
in Chicago, Illinois in immediately available funds. The Revolving Loans 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 Amended and Restated Note.
This Note is the Note relating to Revolving Loans made by the Lender
and 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, by and among the Company, AGI Incorporated,
Klearfold, Inc., the financial institutions signatory thereto (including the
Lender) and the Agent (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 Amended and Restated 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.
This Note is delivered to the Lender on the date hereof and is issued
in replacement of and substitution for, and not in payment of, that certain
Revolving Loan Note dated March 12, 1998 made by the Company in favor of the
Lender and all outstanding obligations evidenced by such prior Revolving Loan
Note, including, without limitation, all accrued and unpaid interest, shall
hereafter be evidenced by the new Amended and Restated Note; provided, however,
that this clause shall not be effective until the occurrence of the Initial
Funding Date.
IMPAC GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer
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Schedule A
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Promissory Note - Amended and Restated Revolving Loan
dated July 7, 1998
payable to the order of
Bank of America National Trust & Savings Association
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PRINCIPAL PAYMENTS
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Amount of Unpaid
Principal Amount of Principal Notation
Date Borrowed Principal Repaid Balance Made By
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