SECOND AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN
AGREEMENT (this "Amendment") is entered into as of July 28, 2000,
among GRAPHIC PACKAGING INTERNATIONAL CORPORATION (formerly ACX
Technologies, Inc.), a Colorado corporation ("Borrower"), the One-
Year Term Lenders under the Credit Agreement described below, and
the Guarantors under the Credit Agreement described below.
Reference is made to the Revolving Credit and Term Loan
Agreement, dated as of August 2, 1999 (as amended to date, the
"Credit Agreement"), among Borrower, Administrative Agent, the
Managing Agents, and the Co-Agents thereunder.
Unless otherwise defined in this Amendment, capitalized
terms used herein shall have the meaning set forth in the Credit
Agreement; all Section and Schedule references herein are to
Sections and Schedules in the Credit Agreement; and all Paragraph
references herein are to Paragraphs in this Amendment.
RECITALS
A. Borrower has requested that the One-Year Term Lenders
agree to amend the Credit Agreement to extend the Termination
Date with respect to the One-Year Term Facility.
B. The One-Year Term Lenders are willing to agree to such
amendment, but only upon the conditions, among other things, that
Borrower, Guarantors, and the One-Year Term Lenders shall have
executed and delivered this Amendment and shall have agreed to
the terms and conditions thereof.
Accordingly, for adequate and sufficient consideration, the
parties hereto agree, as follows:
Paragraph 1. Amendment. Clause (d) of the definition of
"Termination Date" in Section 1.1 is deleted in its entirety and
the following is substituted therefor:
"(d) for purposes of the One-Year Term
Facility, the earlier of (x) August 15, 2000,
and (y) the effective date of any other
termination, cancellation, or acceleration of
the One-Year Term Facility."
Paragraph 2. Extension Fee. On the Effective Date, Borrower
shall pay to Administrative Agent (for the ratable benefit of the
One-Year Term Lenders), an amendment fee in an amount equal to
$141,000.00. The failure of Borrower to comply with the
provisions of this Paragraph 2 shall constitute a payment Default
entitling Lenders to exercise their respective Rights under the
Loan Papers.
Paragraph 3. Effective Date. Notwithstanding any contrary
provision, this Amendment is not effective until the date (the
"Effective Date") upon which (a) Administrative Agent receives
counterparts of this Amendment executed by Borrower, Guarantors,
and the One-Year Term Lenders and (b) Borrower pays the extension
fee required to be paid to Administrative Agent (for the ratable
benefit of the One-Year Term Lenders) on the Effective Date
pursuant to Paragraph 2 hereof.
Paragraph 4. Acknowledgment and Ratification. As a material
inducement to the One-Year Term Lenders to execute and deliver
this Amendment, Borrower and each Guarantor (a) consent to the
agreements in this Amendment and (b) agree and acknowledge that
the execution, delivery, and performance of this Amendment shall
in no way release, diminish, impair, reduce, or otherwise affect
the respective obligations of Borrower or Guarantors under their
respective Collateral Documents, which Collateral Documents shall
remain in full force and effect, and all Liens, guaranties, and
Rights thereunder are hereby ratified and confirmed.
Paragraph 5. Representations. As a material inducement to the
One-Year Term Lenders to execute and deliver this Amendment,
Borrower represents and warrants to Lenders (with the knowledge
and intent that the One-Year Term Lenders are relying upon the
same in entering into this Amendment) that as of the Effective
Date of this Amendment and as of the date of execution of this
Amendment, (a) all representations and warranties in the Loan
Documents are true and correct in all material respects as though
made on the date hereof, except to the extent that (i) any of
them speak to a different specific date or (ii) the facts on
which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement, and (b) except
as waived by this Amendment, no Potential Default or Default
exists.
Paragraph 6. Expenses. Borrower shall pay all costs, fees, and
expenses paid or incurred by Administrative Agent incident to
this Amendment, including, without limitation, the reasonable
fees and expenses of Administrative Agent's counsel in connection
with the negotiation, preparation, delivery, and execution of
this Amendment and any related documents.
Paragraph 7. Miscellaneous. This Amendment is a "Loan
Document" referred to in the Credit Agreement, and the provisions
relating to Loan Documents in Section 13 of the Credit Agreement
are incorporated in this Amendment by reference. Unless stated
otherwise (a) the singular number includes the plural and vice
versa and words of any gender include each other gender, in each
case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment must be
construed, and its performance enforced, under New York law, (d)
if any part of this Amendment is for any reason found to be
unenforceable, all other portions of it nevertheless remain
enforceable, and (e) this Amendment may be executed in any number
of counterparts with the same effect as if all signatories had
signed the same document, and all of those counterparts must be
construed together to constitute the same document.
Paragraph 8. Entire Agreement. This Amendment represents the
final agreement between the parties about the subject matter of
this Amendment and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.
Paragraph 9. Parties. This Amendment binds and inures to
Borrower, Administrative Agent, Lenders, and their respective
successors and assigns.
The parties hereto have executed this Amendment in multiple
counterparts on the date stated on the signature pages hereto,
but effective as of the Effective Date.
Remainder of Page Intentionally Blank.
Signature Pages to Follow.
Signature Page to that certain Second Amendment to Revolving
Credit and Term Loan Agreement dated as of the date set forth
above, among Graphic Packaging International Corporation, as
Borrower, the One-Year Term Lenders, and the Guarantors under the
Credit Ageement.
GRAPHIC PACKAGING INTERNATIONAL
CORPORATION, as Borrower
By:
Name:
Title:
CHRONOPOL, INC., as a Guarantor
GAC ALUMINUM CORPORATION, as a
Guarantor
GOLDEN TECHNOLOGIES COMPANY, INC.,
as a Guarantor
GP HOLDINGS, INC., as a Guarantor
GRAPHIC PACKAGING CORPORATION, as a
Guarantor
GRAPHIC PACKAGING CORPORATION OF
VIRGINIA, as a Guarantor
GRAPHIC PACKAGING HOLDINGS INC., as
a Guarantor
GTC NUTRITION COMPANY, as a
Guarantor
LAUENER ENGINEERING LIMITED, as a
Guarantor
UNIVERSAL PACKAGING CORPORATION,
as a Guarantor
By:
Name:
Title:
GEI BROKERS, INC., as a Guarantor
GOLDEN EQUITIES, INC., as a
Guarantor
By:
Name:
Title:
,
as a One-Year Term Lender
By:
Name:
Title:
,
as a One-Year Term Lender
By:
Name:
Title:
By:
Name:
Title:
,
as a One-Year Term Lender
By:
By:
Name:
Title:
