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EXHIBIT 10.3
FIRST AMENDMENT
TO
FINANCIAL ADVISORY AGREEMENT
THIS FIRST AMENDMENT TO FINANCIAL ADVISORY AGREEMENT (this "Amendment")
is made and entered into effective as of August 1, 2001 among LLS Corp., an
Illinois corporation (together with its successors, "Holdings"), Courtesy
Corporation, an Illinois corporation (together with its successors, "Courtesy"),
Creative Packaging Corp., an Illinois corporation (together with its successors,
"Creative"), and Courtesy Sales Corp., an Illinois corporation (together with
its successors, "Courtesy Sales", and together with Holdings, Courtesy and
Creative, the "Clients"), and Xxxxx, Muse & Co. Partners, L.P., a Texas limited
partnership (together with its successors, "HMCo").
BACKGROUND
1. The Clients and HMCo are parties to that certain Financial Advisory
Agreement dated as of July 30, 1999 (the "Agreement").
2. The Clients and HMCo desire to make certain amendments to the
Financial Advisory Agreement in accordance with certain provisions of the Fourth
Amendment (as hereinafter defined).
3. NOW, THEREFORE, in consideration of the foregoing and of other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereby agree as follows:
AMENDMENTS
1. Amendment to Section 3. Compensation: Effective as of the date
hereof, Section 3(b) of the Agreement is amended and restated to read in its
entirety as follows:
3. Compensation.
(b) In connection with any Subsequent Transaction consummated
after August 1, 2001, during the term of this Agreement in which HMCo
has rendered financial advisory, investment banking or other similar
services for the benefit of any Client, the applicable Client shall, and
the other Clients shall cause such Client to, accrue a cash fee equal to
1.5% of the Transaction Value of such Subsequent Transaction for the
benefit of HMCo, at the closing of any such Subsequent Transaction, such
accrued amount payable only upon termination of the Commitments (as
defined in the Credit Agreement (as hereinafter defined)) and payment in
full of the Obligations (as defined in the Credit Agreement). As used
herein, (i) "Transaction Value" means the total value of the Subsequent
Transaction, including, without limitation, the aggregate amount of the
funds
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required to complete the Subsequent Transaction (excluding any fees
accrued or payable pursuant to this Section 3(b)), including without
limitation, the amount of any indebtedness, preferred stock or similar
items assumed (or remaining outstanding), (ii) "Credit Agreement" means
that certain Credit Agreement, dated as of July 30, 1999, among
Holdings, the lenders from time to time party thereto, Bank of America,
N.A., as administrative agent, Credit Suisse First Boston, as
syndication agent, and Bankers Trust Company, as documentation agent (as
amended, waived, supplemented, or otherwise modified from time to time,
together with any substitution or replacement therefor), and (iii)
"Fourth Amendment" means that certain Limited Forbearance Agreement and
Fourth Amendment to Credit Agreement, dated of even date herewith, among
Holdings, the institutions listed on the signature pages thereof, Bank
of America, N.A., as administrative agent, Credit Suisse First Boston,
as syndication agent, and Bankers Trust Company, as documentation agent
(as amended, waived, supplemented, or otherwise modified from time to
time, together with any substitution or replacement therefor).
2. Governing Law. This Amendment shall be construed, interpreted and
enforced in accordance with the laws of the State of Texas, excluding any
choice-of-law provisions thereof.
3. Assignment. This Amendment and all provisions contained herein shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided, however, neither this
Amendment nor any of the rights, interests or obligations hereunder shall be
assigned (other than with respect to the rights and obligations of HMCo, which
may be assigned to any one or more of its principals or affiliates) by any of
the parties without the prior written consent of the other parties.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and the signature of any
party to any counterpart shall be deemed a signature to, and may be appended to,
any other counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date and year first above written.
XXXXX, MUSE & CO. PARTNERS, L.P.
By: HM PARTNERS INC.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President
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LLS CORP.
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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COURTESY CORPORATION
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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CREATIVE PACKAGING CORP.
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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COURTESY SALES CORP.
By: /s/ Xxx XxXxxxx
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Name: Xxx XxXxxxx
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Title: Senior Vice President and Chief
Financial Officer
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