Exhibit 10.95
SWING LINE NOTE
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$20,000,000 July 7, 1998
FOR VALUE RECEIVED, the undersigned, IMPAC GROUP, INC. (the
"Company"), hereby promises to pay to the order of BANK OF AMERICA NATIONAL
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TRUST AND SAVINGS ASSOCIATION ("Bank of America"), as Swing Line Lender (the
"Swing Line Lender") the principal sum of TWENTY MILLION United States Dollars
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($20,000,000) or, if less, the aggregate unpaid principal amount of all Loans
made by the Swing Line Lender to the Company pursuant to the Amended and
Restated Multicurrency Credit Agreement, dated as of March 12, 1998 and as
amended and restated as of July 7, 1998 (such Credit Agreement, as it may be
amended, restated, supplemented or otherwise modified from time to time, being
hereinafter called the "Credit Agreement"), among the Company, AGI ("AGI"),
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Klearfold, Inc., ("Klearfold", and together with AGI, each a "L/C Borrower" and
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collectively, the "L/C Borrowers"), the several financial institutions from time
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to time party thereto (the "Lenders") and Bank of America, as Agent and Swing
Line Lender, on the dates and in the amounts provided in the Credit Agreement.
The Company further promises to pay interest on the unpaid principal amount of
the Swing Line Loans evidenced hereby from time to time at the rates, on the
dates, and otherwise as provided in the Credit Agreement.
The date, amount and interest rate of each Swing Line Loan made by the
Swing Line Lender to the Company, and each payment made on account of the
principal thereof, shall be recorded by the Swing Line Lender on its books and,
prior to any transfer of this Swing Line Note, endorsed by the Swing Line Lender
on the schedule attached hereto or any continuation thereof, provided that the
failure of the Swing Line Lender to make any such recordation or endorsement
shall not affect the obligations of the Company to make a payment when due of
any amount owing under the Credit Agreement or hereunder in respect of the Swing
Line Loans made by the Swing Line Lender.
This Note is the Line Note referred to in, and is entitled to the
benefits of, 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. 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.
Terms defined in the Credit Agreement are used herein with their defined
meanings therein unless otherwise defined herein.
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 - Swing Line Loan
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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