Exhibit 10.91
AMENDED AMD RESTATED L/C LOAN
------- --- -------- --- ----
$8,921,019 Dated: July 7, 1998
FOR VALUE RECEIVED, AGI INCORPORATED (the "Company") HEREBY PROMISES
TO PAY to the order of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(the "Lender") the principal sum of EIGHT MILLION NINE HUNDRED TWENTY-ONE
THOUSAND NINETEEN United States Dollars ($8,921,019) or, if less, the aggregate
unpaid principal amount of the L/C Loans made by the Lender to the Company
pursuant to Section 2.01(d) of the Credit Agreement (as hereinafter defined), on
--------------
or before the 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 L/C
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 Note or otherwise in accordance with its usual practices; provided,
--------
however, that the failure to so record shall not affect the Company's
obligations under this Note.
This Note is a Note relating to the L/C Loan made by the Lender and
referred to in, and is entitled to the benefits of, the Amended and Restated
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, IMPAC Group, 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 Lenders on the date hereof and is issued
in replacement of and substitution for, and not in payment of, that certain L/C
Loan Note dated March 12, 1998 made by the Company in favor of the Lender and
all outstanding Obligations evidenced by such prior L/C 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.
AGI INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
Schedule A
----------
Promissory Note - Amended and Restated L/C 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
---- -------- ---------------- ------- -------
