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Exhibit 10
GENERAL BINDING CORPORATION
FIRST AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT
This First Amendment to Amended and Restated Multicurrency Credit Agreement
(herein, the "Amendment") is entered into as of February 4, 2000, between
General Binding Corporation, a Delaware corporation (the "Company"), each
Borrowing Subsidiary party to the Credit Agreement (as such term is defined
below), each of the Banks and Agents party hereto and Xxxxxx Trust and Savings
Bank, as a Bank and in its capacity as Administrative Agent under the Credit
Agreement (the "Administrative Agent").
PRELIMINARY STATEMENTS
A. The Company and the Banks entered into a certain Amended and Restated
Multicurrency Credit Agreement, dated as of November 12, 1999 (the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.
B. The Company has requested that the Banks amend certain provisions of the
Credit Agreement, and the Required Banks are willing to do so under the terms
and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
(a) The definition of "Permitted Future Foreign Subsidiary Support"
appearing in Section 8.1 of the Credit Agreement shall be amended and
restated in its entirety to read as follows:
"Permitted Future Foreign Subsidiary Support" means (without
duplication) (i) Investments (as defined in Section 12.14) in Foreign
Subsidiaries and Minority Foreign Investments and (ii) Indebtedness
representing credit and other financial accommodations extended to
Foreign Subsidiaries and Minority Foreign Investments and permitted by
Section 12.22(f)(ii) hereof, which Investments and Indebtedness do not
in the aggregate exceed $50,500,000 outstanding from and after
September 30, 1999, and consist solely of the following:
(i) not more than $15,000,000 in an aggregate amount on a
cumulative basis from and after September 30, 1999
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to finance capital expenditures of such Foreign Subsidiaries and
Minority Foreign Investments;
(ii) not more than $14,000,000 in an aggregate amount on a
cumulative basis from and after September 30, 1999 to pay (x) cash
charges of Foreign Subsidiaries constituting Fiscal Year 1999/2000
Charges or (y) tax liabilities associated with the Company's Mexican
operations;
(iii) not more than $21,000,000 in an aggregate outstanding
principal amount from and after September 30, 1999 to finance ordinary
working capital needs (including maintenance of reasonable cash
balances) of such Foreign Subsidiaries and Minority Foreign
Investments; and
(iv) not more than $500,000 in an aggregate amount on a
cumulative basis from and after January 1, 2000 in the form of
Investments by the Company or another Credit Party in one or more
business ventures in China.
(b) Section 12.23 of the Credit Agreement shall be amended by
inserting "(less the amount of any Investments made pursuant to
subparagraph (iv) of the definition of "Permitted Future Foreign Subsidiary
Support" appearing in Section 8.1 hereof)" immediately after each of the
references to "$30,000,000" and "$37,500,000" appearing therein.
(c) Section 15.1 of the Credit Agreement shall be amended by adding
the following paragraphs immediately at the end thereof:
"In connection with the execution of a notarial deed (the "Dutch
Pledge") effecting a right of pledge on approximately 65% of the
issued shares of GBC Nederland B.V. and for the purpose of ensuring
and preserving the validity and continuity of such right of pledge,
the parties hereto agree that the Administrative Agent shall be the
joint and several creditor (in such capacity, the "Parallel Creditor")
(together with each Bank (and relevant Affiliate of a Bank party to
one or more Hedging Arrangements)) of each and every Obligation and
Hedging Liability, if any, payable by the Company or any of its
Subsidiaries to such Bank or Affiliate of a Bank under any Loan
Documents, so that accordingly the Parallel Creditor will have its own
independent right to demand performance by the Company or such of its
Subsidiaries of such Obligation or Hedging Liability, as the case may
be, and such Obligation or Hedging Liability, as the case may be, will
be discharged by and to the extent of any discharge thereof either to
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the Parallel Creditor or to the relevant Bank or Affiliate of a Bank,
as the case may be.
The Parallel Creditor shall act on behalf of each Bank (and relevant
Affiliate of a Bank party to one or more Hedging Arrangements) (i) in
order to fully effectuate a right of pledge in favor of such Bank or
Affiliate of a Bank on approximately 65% of the issued shares of GBC
Nederland B.V. by executing the Dutch Pledge to that effect and (ii)
in all matters in connection with, or in relation to, or concerning
the Dutch Pledge and all transactions, matters and things contemplated
thereby. The Parallel Creditor shall therefore be authorized to
exercise on behalf of each Bank (and relevant Affiliate of a Bank
party to one or more Hedging Arrangements) all such rights as are
granted to each such Bank and Affiliate of a Bank under the laws of
the Netherlands, and all such rights as are granted to them in the
Dutch Pledge, including for the avoidance of doubt all and any rights
of control or administration ("beheren") and rights of disposal
("beschikken"). The right granted to the Parallel Creditor to act on
behalf of each such Bank or Affiliate of a Bank in connection with the
Dutch Pledge as set out above shall be irrevocable."
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
(a) Each Borrower, each Guarantor and the Required Banks shall have
executed and delivered this Amendment.
(b) All legal matters with respect to this Amendment shall have been
resolved in a manner reasonably satisfactory to the Administrative Agent.
SECTION 3. REPRESENTATIONS.
In order to induce the Banks to execute and deliver this Amendment, the
Company hereby represents to each Bank that as of the date hereof, after giving
effect to this Amendment, the representations and warranties set forth in
Section 9 of the Credit Agreement are and shall be and remain true and correct
unless and to the extent that any such representation and warranty is stated to
relate to an earlier date, in which case such representation and warranty shall
be true and correct as of such earlier date (except that the representations
contained in Section 9.4 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Administrative Agent) and the Company
is in full compliance with all of the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement.
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SECTION 4. MISCELLANEOUS.
(a) Except as specifically amended herein or waived hereby, the Credit
Agreement shall continue in full force and effect in accordance with its
original terms. Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
(b) By executing this Amendment in the place provided for that purpose
below, each Guarantor hereby consents to the Amendment to the Credit Agreement
as set forth herein and confirms that its obligations thereunder remain in full
force and effect. Each Guarantor further agrees that the consent of such
Guarantor to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained.
(c) The Company agrees to pay on demand all reasonable costs and expenses
of or incurred by the Administrative Agent in connection with the negotiation,
preparation, execution and delivery of this Amendment, as and to the extent
provided in Section 17.15 of the Credit Agreement.
(d) This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
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GENERAL BINDING CORPORATION
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President, Secretary &
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General Counsel
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GBC INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President & Secretary
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VELOBIND, INCORPORATED
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President & Secretary
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GBC GENERAL BINDING (NEDERLAND) B.V.
By:GENERAL BINDING CORPORATION
Its: Attorney-in-Fact
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President, Secretary &
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General Counsel
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GBC INDIA HOLDINGS INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President & Secretary
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Accepted and agreed to as of the date and year last above written.
XXXXXX TRUST AND SAVINGS BANK, in its individual
capacity as a Bank and as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Managing Director
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LASALLE BANK NATIONAL ASSOCIATION, in its individual
capacity as a Bank and as Co-Agent
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: First Vice President
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BANK ONE, NA, in its individual capacity as a Bank, as
Co-Syndication Agent and as Co-Agent
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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THE BANK OF NEW YORK, in its individual capacity as a
Bank and as Co-Agent
By: /s/ Xxxx Xxxx Xxxxxxx
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Name: Xxxx Xxxx Xxxxxxx
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Title: Vice President
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CREDIT AGRICOLE INDOSUEZ, in its individual capacity as
a Bank and as Co-Agent
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Senior Relationship Manager
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By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President
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COMERICA BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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THE BANK OF TOKYO-MITSUBISHI, LIMITED, CHICAGO BRANCH
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
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Title: Deputy General Manager
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SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxxx X. Pick
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Name: Xxxxxxx X. Pick
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Title: Vice President
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MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Vice President
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FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By:
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Name:
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Title:
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NATIONAL CITY BANK
By:
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Name:
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Title:
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CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Xxxx Xxx Xxxxx
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Name: Xxxx Xxx Xxxxx
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Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
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Name: F.C.H. Xxxxx
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Title: Senior Manager Loan Operations
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SOCIETE GENERALE
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Duly Authorized Signatory
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CIBC, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Executive Director
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CIBC World Markets Corp., As Agent
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BANKERS TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Assistant Vice President
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THE SANWA BANK, LIMITED, CHICAGO BRANCH
By:
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Name:
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Title:
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