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EXHIBIT 10.2
GENERAL BINDING CORPORATION
FIRST AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
This First Amendment to Multicurrency Credit Agreement (herein, the
"Amendment") is entered into as of December 19, 1997, between General Binding
Corporation, a Delaware corporation (the "Company"), each of the Banks party to
the Credit Agreement (as such term is defined below), Xxxxxx Trust and Savings
Bank, as a Bank and in its capacity as agent under the Credit Agreement (the
"Administrative Agent") and LaSalle National Bank, The First National Bank of
Chicago, The Bank of New York and Credit Agricole Indosuez, each as a Bank and
in their respective capacities as Co-Agents under the Credit Agreement.
PRELIMINARY STATEMENTS
A. The Company and the Banks entered into a certain Multicurrency
Credit Agreement, dated as of January 13, 1997 (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 increase the Commitments,
amend certain covenants, add Bankers Trust Company and The Sanwa Bank, Limited,
Chicago Branch as Banks under the Credit Agreement, add and amend certain
definitions and make certain other amendments to the Credit Agreement, and the
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. INCREASE OF COMMITMENT AMOUNTS.
Upon the satisfaction of the conditions precedent set forth in Section
5 hereof, the amount of each Bank's Revolving Credit Commitment set forth
opposite its name on its signature page to the Credit Agreement (or on an
assignment agreement pursuant to Section 17.12 of the Credit Agreement, as the
case may be) shall be amended and as so amended shall be restated as follows:
AMOUNT OF REVOLVING
BANK CREDIT COMMITMENT
Xxxxxx Trust and Savings Bank $40,000,000
LaSalle National Bank $32,500,000
The First National Bank of Chicago $35,000,000
The Bank of New York $35,000,000
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Credit Agricole Indosuez $30,000,000
Comerica Bank $35,000,000
Bank of Tokyo-Mitsubishi (Chicago) $22,500,000
SunTrust Bank, Atlanta $27,500,000
Mercantile Bank National Association $17,500,000
First Union National Bank $25,000,000
National City Bank $22,500,000
Credit Lyonnais Chicago Branch $25,000,000
The Bank of Nova Scotia $25,000,000
Societe Generale Chicago Branch $27,500,000
The Long-Term Credit Bank of Japan, Ltd. $17,500,000
CIBC, Inc. $22,500,000
Notwithstanding that the increase of the Revolving Credit Commitments
contemplated by Section 1 hereof shall not become effective until the
satisfaction of the conditions precedent set forth in Section 5 hereof,
for purposes of calculating the Facility Fee payable under Section 6.1 of
the Credit Agreement, the Revolving Credit Commitments of the Banks shall be
deemed to have been so increased (and the Revolving Credit Commitments of each
new Bank shall be deemed to have become effective) immediately upon the First
Amendment Effective Date.
SECTION 2. ADDITION OF NEW BANKS.
Upon the satisfaction of the conditions precedent set forth in
Section 5 hereof, the Credit Agreement shall be and hereby is amended as
follows:
(a) Each of Bankers Trust Company and The Sanwa Bank, Limited,
Chicago Branch (collectively herein, the "New Banks") shall be deemed a
Bank signatory to the Credit Agreement and shall have all the rights,
benefits, duties and obligations of a Bank
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under the Credit Agreement and the Loan Documents. Each New Bank agrees
that it will perform all of the duties and obligations which by the
terms of the Credit Agreement and the Loan Documents are required to be
performed by it as a Bank with a Revolving Credit Commitment as
follows:
AMOUNT OF REVOLVING
BANK CREDIT COMMITMENT
Bankers Trust Company $20,000,000
The Sanwa Bank, Limited, Chicago Branch $15,000,000
Accordingly, all references in the Credit Agreement and the Loan
Documents to the terms "Bank" and "Banks" shall be deemed to include,
and be a reference to, each New Bank.
(b) All references in the Credit Agreement and the Loan
Documents to the Notes or any of them shall be deemed to include, and
be a reference to, the Notes issued pursuant hereto by the Company to
the New Banks.
(c) The following address and Revolving Credit Commitment
shall be deemed to appear on each Banks' signature page, respectively,
in the Credit Agreement as so amended for New Bank:
Bankers Trust Company
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx XxXxxxx
Revolving Credit Commitment: $20,000,000
The Sanwa Bank, Limited, Chicago Branch
00 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxx
Revolving Credit Commitment: $15,000,000
SECTION 3. AMENDMENTS.
Section 3.1 Subject to the satisfaction of the conditions
precedent set forth in Section 5 below, the Credit Agreement shall be and
hereby is amended as follows:
(a) Clause (B) of the first proviso of Section 2.4 of the
Credit Agreement is hereby amended by striking the phrase "the Company
shall accept a pro rata portion of each such Offer, based as nearly as
possible on the ratio of the maximum aggregate principal amounts of Bid
Loans for which each such Offer was made by each Bank" appearing
therein and substituting therefor the following:
the Company shall accept any one or more of such Offers in
whole or in part in its sole discretion.
(b) The definition of Consolidated EBITDA appearing in Section
8 of the Credit
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Agreement shall be amended by deleting the text appearing after the
phrase "provided, however, that" and substituting therefore the
following:
if an Acquisition occurs at any time during such period,
Consolidated EBITDA shall be calculated on a proforma basis
to include earnings reasonably allocable to the acquired
Person or business, as the case may be, for the entire period
as if such Acquisition had taken place on the first day of
such period, all as reasonably calculated by the Company
based on historical operations (including, but not limited
to, operations conducted during such quarter) and reasonably
calculated adjustments due to anticipated operational
changes.
(c) The definition of Consolidated Interest Expense appearing
in Section 8 of the Credit Agreement shall be amended by deleting
the text appearing after the phrase "provided, however, that" and
substituting therefore the following:
if an Acquisition occurs at any time during such period,
Consolidated Interest Expense shall be calculated on a
proforma basis to include interest expense reasonably
allocable to the acquired Person or business, as the case may
be, for the entire period as if such Acquisition had taken
place on the first day of such period and the Consolidated
Debt incurred to finance or otherwise related to the relevant
Acquisition had been incurred on the first day of such period,
all as reasonably calculated by the Company.
(d) The following definitions appearing in Section 8 of the
Credit Agreement shall each be amended in its entirety and as so
amended shall be restated to read as follows:
"Consolidated Debt" means all Debt of the Company and its
Subsidiaries determined (without duplication) on a
consolidated basis in accordance with GAAP; provided, however,
that it is understood that to avoid duplication in calculating
Consolidated Debt, only Guaranties of third parties'
obligations and of other obligations not otherwise included in
the Debt of the Company or of a consolidated Subsidiary shall
be included; provided further, however, that Consolidated Debt
shall also not include any guarantees to the extent and only
to the extent the obligations covered by such guarantees are
secured by Permitted Liquid Investments segregated and held
expressly for that purpose by or on behalf of the party to
whom such obligations are owed. "Incremental Outside
Investment Amount" means as of any time, the sum of (i)
15% of Consolidated Total Assets as of the close of the
then most recent fiscal quarter of the Company for which a
Compliance Certificate is available and (ii) the
aggregate amount on a cumulative basis on and after January
1, 1998 of net proceeds
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received by the Company and its Subsidiaries from their
issuance and sale of Subordinated Debt and equity securities.
"Level V" means the Borrower's Leverage Ratio as of the end of
the Borrower's fiscal quarter ending immediately prior to the
most recent Pricing Date is greater than or equal to 3.50 to
1.00 and less than 4.00 to 1.00.
"Pricing Date" means, for any fiscal quarter of the Company
ended after the date hereof (except for the last such fiscal
quarter in each fiscal year of the Company), the sixtieth day
after the last day of such fiscal quarter and for the last
such fiscal quarter, the ninetieth day after the last day of
such fiscal quarter; provided, however, that if the Ibico
Acquisition occurs, (i) the date of the closing of the Ibico
Acquisition shall constitute an additional Pricing Date
(unless the Company becomes more than five (5) Business Days
late in delivering the Interim Ibico Certificate required by
this sentence, in which event the following provisions of this
paragraph shall govern) and (ii) within five (5) Business Days
after such closing the Company shall provide each Bank a
certificate (the "Interim Ibico Certificate") signed by the
Borrower's chief financial officer setting forth a pro forma
calculation of the Leverage Ratio as of the date of and
immediately after giving effect to such Acquisition (such pro
forma calculation to be made on the basis of the information
contained in the then most recent Compliance Certificate
required to be submitted to each Bank with the following
adjustments: (i) Consolidated Debt shall include all
indebtedness incurred directly or indirectly to finance the
Ibico Acquisition and (ii) Consolidated EBITDA shall be
computed as if such Acquisition had occurred at the
commencement of the four-quarter period with reference to
which the Leverage Ratio is being calculated). The Domestic
Rate Margin, the Eurocurrency Margin and the Facility Fee Rate
established on a Pricing Date shall remain in effect until the
next Pricing Date (and for the next five (5) Business Days in
the event set forth in the immediately following sentence). If
the Company has not delivered a Compliance Certificate (or
Interim Ibico Certificate, as the case may be) by the fifth
Business Day following the date (the "Due Date") on which (x)
such Compliance Certificate was required to be delivered under
Section 12.6(b) hereof or (y) in the case of the Interim Ibico
Certificate, the date the Interim Ibico Certificate was
required to be delivered by this paragraph, then until a
Compliance Certificate (or Interim Ibico Certificate, as the
case may be) is delivered before the next Pricing Date, the
Domestic Rate Margin, the Eurocurrency Margin and the Facility
Fee Rate
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shall be set from (but not including) such Due Date as if
Level VIII existed. If the Company subsequently delivers such
a Compliance Certificate (or Interim Ibico Certificate, as the
case may be) before the next Pricing Date, the Domestic Rate
Margin, the Eurocurrency Margin and the Facility Fee Rate
established by such late-delivered Compliance Certificate (or
Interim Ibico Certificate) shall take effect from the date of
delivery until the next Pricing Date. In all other
circumstances, the Domestic Rate Margin, the Eurocurrency
Margin and the Facility Fee Rate established by a Compliance
Certificate (or Interim Ibico Certificate, as the case may be)
shall be in effect from the Pricing Date that coincides with
the deadline for delivery of the corresponding Compliance
Certificate (or Interim Ibico Certificate) until the next
Pricing Date.
(e) The definition of Domestic Rate Margin appearing in
Section 1.3(a) of the Credit Agreement is hereby amended in its
entirety and as so amended is restated to read as follows:
"Domestic Rate Margin" means 0.25% per annum from and
including the First Amendment Effective Date until the next
Pricing Date and thereafter from one Pricing Date to the next
a percentage determined in accordance with the following
schedule:
Level: Domestic Rate Margin:
------ ---------------------
Level I 0.00%
Level II 0.00%
Level III 0.00%
Level IV 0.00%
Level V 0.25%
Level VI 0.30%
Level VII 0.375%
Level VIII 0.50%
(f) The definition of Eurocurrency Margin appearing in Section
1.3(b) of the Credit Agreement is hereby amended in its entirety and as
so amended is restated to read as follows:
"Eurocurrency Margin" means (a) for each Eurocurrency Bid Loan
the percentage agreed to pursuant to Section 2.4 hereof and
(b) for each Committed Eurocurrency Loan 0.750% per annum from
and including the First Amendment Effective Date until the
next Pricing Date and thereafter from, and including, one
Pricing Date to, but not including, the next a rate per annum
determined in accordance with the following schedule:
Level: Eurocurrency Margin:
------ --------------------
Level I 0.375%
Level II 0.425%
Level III 0.475%
Level IV 0.625%
Level V 0.750%
Level VI 0.900%
Level VII 1.100%
Level VIII 1.375%
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(g) Section 6.1 of the Credit Agreement is hereby amended in
its entirety and as so amended is restated to read as follows:
Section 6.1. Facility Fees. The Company shall pay to the
Administrative Agent for the ratable account of the Banks,
based on their Revolving Credit Commitments, a facility fee
(the "Facility Fee") on the average daily amount of the
Revolving Credit Commitments hereunder (whether used or
unused) at the rate (the "Facility Fee Rate") of 0.30% per
annum from and including the First Amendment Effective Date
to, but not including, next Pricing Date and thereafter from,
and including, one Pricing Date to, but not including, the
next at the rate per annum determined in accordance with the
schedule below, payable in arrears on the last day of each
March, June, September, and December, commencing on the first
of such dates to follow the First Amendment Effective Date (on
which date shall also be paid any unpaid Facility Fee which
accrued prior to the First Amendment Effective Date), and on
the Revolving Credit Termination Date unless the Revolving
Credit Commitments are terminated in whole on an earlier date,
in which event the Facility Fee for the period to the date of
such termination in whole shall be paid on the date of such
termination:
Level: Facility Fee Rate:
------ ------------------
I 0.100%
II 0.125%
III 0.150%
IV 0.250%
V 0.300%
VI 0.350%
VII 0.350%
VIII 0.375%
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(h) The following definitions shall be added to Section 8 of
the Credit Agreement in the appropriate alphabetical locations:
"First Amendment Effective Date" means December 19, 1997.
"Ibico Acquisition" means the acquisition by the Company of
the stock of Ibico AG, a corporation organized under the laws
of Switzerland, pursuant to the terms of that certain Stock
Purchase Agreement dated as of October 17, 1997, among Company
and Xx. X. Xxxxxxxxxxxxx.
"Level VI" means the Borrower's Leverage Ratio as of the end
of the Borrower's fiscal quarter ending immediately prior to
the most recent Pricing Date is greater than or equal to 4.00
to 1.00 and less than 4.50 to 1.00.
"Level VII" means the Borrower's Leverage Ratio as of the end
of the Borrower's fiscal quarter ending immediately prior to
the most recent Pricing Date is greater than or equal to 4.50
to 1.00 and less than 5.00 to 1.00.
"Level VIII" means the Borrower's Leverage Ratio as of the end
of the Borrower's fiscal quarter ending immediately prior to
the most recent Pricing Date is greater than or equal to 5.00
to 1.00.
"Senior Consolidated Debt" means all Debt (other than
Subordinated Debt) of the Company and its Subsidiaries
determined (without duplication) on a consolidated basis in
accordance with GAAP; provided, however, that it is understood
that to avoid duplication in calculating Senior Consolidated
Debt, only Guaranties of third parties' obligations and of
other obligations not otherwise included in the Debt of the
Company or of a consolidated Subsidiary shall be included;
provided, further, however, that Senior Consolidated Debt
shall also not include any guarantees to the extent and only
to the extent the obligations covered by such guarantees are
secured by Permitted Liquid Investments segregated and held
expressly for that purpose by or on behalf of the party to
whom such obligations are owed.
"Senior Leverage Ratio" means, as of any time the same is to
be determined, the ratio of Senior Consolidated Debt at such
time to
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Consolidated EBITDA for the four most recently completed
fiscal quarters of the Company.
"Subordinated Debt" means, as of any time the same is to be
determined, Debt of the Company or any Subsidiary subordinated
in right of payment to the Obligations, pursuant to
documentation containing interest rates, payment terms,
maturities, amortization schedules, covenants, defaults,
remedies, subordination provisions and other material terms in
form and substance reasonably satisfactory to the Required
Banks.
(i) Section 12.6(a)(i) of the Credit Agreement shall be
amended by striking the phrase "including balance sheets as of the end
of such period, related profit and loss and reconciliation of surplus
statements, and a statement of cash flows" appearing in the fourth,
fifth and sixth lines thereof and inserting therefor the phrase
"including a balance sheet as of the end of such period, and an income
statement and statement of cash flows for such period".
(j) Section 12.6(a)(ii) of the Credit Agreement shall be
amended by striking the phrase "consolidated unaudited balance sheets
as at the close of each such period and consolidated profit and loss
and reconciliation of surplus statements, and a statement of cash flows
in accordance with GAAP" appearing in the third, fourth and fifth lines
thereof and inserting therefor the phrase "a consolidated unaudited
balance sheet as at the close of each such period, and a consolidated
income statement and consolidated statement of cash flows for such
period, in each case in accordance with GAAP".
(k) Section 12.14 of the Credit Agreement is hereby amended by
adding thereto the following sentence at the end thereof:
Each Investment made to effect an Acquisition permitted by
Section 12.14(e) above (whether such Investment is one made in
a Subsidiary making such Acquisition or is the Investment by
the Company or such Subsidiary resulting from such
Acquisition) must also be permitted by the other subsections
of this Section 12.14.
(l) Sections 12.17 and 12.18 of the Credit Agreement shall be
amended in their entirety to be and to read as follows:
Section 12.17. Leverage Ratios. (a) Leverage Ratio.
The Company shall not, as of the close of any fiscal quarter
of the Company set forth below, permit the Leverage Ratio to
be more than the amount set forth to the right of such
quarter:
As of Close of Each Fiscal Quarter:
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Leverage Ratio Shall
From and Including To and Including Not be More Than:
------------------ ---------------- -----------------
3rd fiscal quarter of same 3rd fiscal quarter of 4.00 to 1
fiscal year 1997 fiscal year 1997
4th fiscal quarter of 3rd fiscal quarter of 5.25 to 1
fiscal year 1997 fiscal year 1998
4th fiscal quarter of 3rd fiscal quarter of 4.50 to 1
fiscal year 1998 fiscal year 1999
4th fiscal quarter 3rd fiscal quarter of 4.00 to 1
of fiscal year 1999 fiscal year 2000
4th fiscal quarter of each fiscal quarter 3.75 to 1
fiscal year 2000 thereafter
(b) Senior Leverage Ratio. The Company shall not, as
of the close of any fiscal quarter of the Company set forth
below, permit the Senior Leverage Ratio to be more than the
amount set forth to the right of such quarter:
As of Close of Each Fiscal Quarter:
Leverage Ratio Shall
From and Including To and Including Not be More Than:
------------------ ---------------- -----------------
3rd fiscal quarter of same 3rd fiscal quarter of 4.00 to 1
fiscal year 1997 fiscal year 1997
4th fiscal quarter of 3rd fiscal quarter of 4.25 to 1
fiscal year 1997 fiscal year 1998
4th fiscal quarter 3rd fiscal quarter of 3.50 to 1
of fiscal year 1998 fiscal year 1999
4th fiscal quarter of 3rd fiscal quarter of 3.00 to 1
fiscal year 1999 2000 fiscal year
4th fiscal quarter of each fiscal quarter 2.75 to 1
fiscal year 2000 thereafter
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Section 12.18. Interest Coverage Ratio. The Company
shall not, as of the close of any fiscal quarter of the
Company set forth below, permit the Interest Coverage Ratio to
be less than the amount set forth to the right of such period:
As of Close of Each Fiscal Quarter:
Interest Coverage Ratio
Shall
From and Including To and Including Not be Less Than:
------------------ ---------------- -----------------
3rd fiscal quarter of 3rd fiscal quarter of 2.50 to 1
fiscal year 1997 fiscal year 1999
4th fiscal quarter of each fiscal quarter 3.50 to 1
fiscal year 1999 thereafter
(m) The address set forth in the second sentence of Section
17.8 of the Credit Agreement shall be amended and as so amended shall
be restated in its entirety to read as follows:
General Binding Corporation
Xxx XXX Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Chief Financial Officer
cc: Secretary and General Counsel
(n) Section 5 of the Credit Agreement shall be amended by
inserting the following new Section 5.11 immediately at the end
thereof:
Section 5.11. Additional Banks. The Company may
request that the aggregate Revolving Credit Commitments be
increased by up to $75,000,000 by offering such increase to
one or more Banks already party hereto or new banks not
already party hereto (each such Bank or bank being hereinafter
referred to as an "Additional Bank") reasonably acceptable to
the Administrative Agent. Each such increase in the Revolving
Credit Commitments shall be subject to satisfaction of the
following conditions in each case as of the
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date such increase is to be effective: (i) no Default or Event
of Default shall occur or be continuing, (ii) such increase
shall be at least $25,000,000, (iii) the Company shall have
paid to each Bank any amount that will be due such Bank under
Section 5.8 hereof as a result of any prepayment (pursuant to
the last sentence of this Section) of any Fixed Rate Loans
outstanding under this Agreement at the time of the
effectiveness of such increase, (iv) the Administrative Agent
shall have received an acknowledgment agreement providing for
such increase in form and substance satisfactory to it
executed by each Borrower, the Administrative Agent and each
Additional Bank, and (v) the Administrative Agent shall have
received Committed Loan Notes and Bid Notes executed by each
Borrower in favor of each such Additional Bank. Upon the
satisfaction of such conditions, effective as of the date set
forth in such acknowledgment agreement, (i) each such
Additional Bank shall thereafter be a "Bank" party to this
Agreement and shall be entitled to all rights, benefits and
privileges afforded a Bank hereunder and subject to the
obligations of a Bank hereunder to the extent of its Revolving
Credit Commitment and (ii) the aggregate Revolving Credit
Commitments of all the Banks (including the Additional Banks)
shall be increased by the amount of the Revolving Credit
Commitments of the Additional Banks (without any increase in
the Revolving Credit Commitment of any Bank other than an
Additional Bank). Concurrently with the effectiveness of such
increase, each Additional Bank shall fund its pro rata share
of outstanding Committed Loans and overdue Reimbursement
Obligations to the Administrative Agent in accordance with
Section 1.4 hereof (which amount shall thereafter be
distributed to the other Banks which originally made such
Committed Loans or funded such Reimbursement Obligations) so
that after giving effect thereto each Bank, including each
Additional Bank, holds a pro rata share (in accordance with
its Percentage) of the outstanding Committed Loans and L/C
Obligations based on the amount of its respective Percentage.
(o) Schedule 9.2 of the Credit Agreement shall be amended by
adding thereto in the appropriate locations the following additional
Investments:
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Percent Jurisdiction of
Investment Owned By Ownership Organization
---------- -------- --------- ------------
Xxxxx School Specialty General Binding
Co., Inc. Corporation 100% Massachusetts
Printing Wire Supplies GBC International, Inc.
Limited 100% Ireland
(p) Section 11.4 of the Credit Agreement shall be amended by
striking the words "financial statements" appearing in the eighth line
thereof and substituting therefor the phrase "the date December 31,
1995".
(q) Section 11.4 of the Credit Agreement shall be amended by
striking the reference "Sections 12.6(a)(ii)" appearing in the ninth
line thereof and substituting therefor the reference "Section
12.6(a)(i)".
SECTION 4. LOANS BY NEW BANKS.
If upon this Amendment becoming effective there are Loans outstanding
under the Credit Agreement, then in that event anything contained in the Credit
Agreement to the contrary notwithstanding, substantially concurrent with this
Amendment becoming effective there shall be such nonratable Borrowings and
repayments under the Credit Agreement, as amended hereby, so that, after giving
effect thereto, the percentages of all Banks' Commitments in use are identical.
Each relevant Borrower shall make such payment as is required under Section
5.8 of the Credit Agreement by reason of such repayments.
SECTION 5. 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 Banks (including
each new Bank) shall have executed and delivered this Amendment.
(b) Each Borrower shall have executed and delivered Committed
Loan Notes and Bid Notes to each New Bank.
(c) The Administrative Agent shall have received 0.05% of the
Revolving Credit Commitments (after giving effect to this Amendment)
for the ratable account of the Banks as and for an amendment fee in
consideration of the Banks' agreements in this Amendment, such fee to
be nonrefundable and fully-earned upon the Banks' acceptance of this
Amendment below.
(d) The Administrative Agent shall have received for each Bank
certified copies of resolutions of the Board of Directors of each
Borrower authorizing the execution, delivery and performance of this
Amendment and the Notes contemplated hereby, indicating the authorized
signers of this Amendment and such Notes and all other documents
relating thereto.
(e) The Administrative Agent shall have received for each Bank
the favorable written opinions of counsel to the Company covering such
matters with respect to this Amendment as are analogous to those which
were covered by the opinions attached to the Credit Agreement as
Exhibits J-1 and J-2.
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SECTION 6. 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
(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.
SECTION 7. MISCELLANEOUS.
(a) Except as specifically amended herein, 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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Dated as of December 19, 1997.
GENERAL BINDING CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
GBC BUSINESS EQUIPMENT, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
GBC INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
PRO-TECH ENGINEERING CO., INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
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XXXXXXXXX COMPANY
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
U.S. RING BINDER CORP.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
VELOBIND, INCORPORATED
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
GBC GENERAL BINDING (NEDERLAND) B.V.
By: GENERAL BINDING CORPORATION
Its: Attorney-in-Fact
By: /s/ XXXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: V.P.
Accepted and agreed to as of the date and year last above written.
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XXXXXX TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as
Administrative Agent
By: /s/ XXXXXX XXXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
LASALLE NATIONAL BANK, in its
individual capacity as a Bank and as
Co-Agent
By: /s/ XXXXX X. XXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO, in
its individual capacity as a Bank, as
Co-Syndication Agent and as Co-Agent
By: /s/ XXXXX X. XXXX
----------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
-17-
18
THE BANK OF NEW YORK, in its
individual capacity as a Bank and as
Co-Agent
By: /s/ XXXX X. XXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXX XXXXX and
----------------------------------
/s/ XXXXXXXXX X. XXXXXX
----------------------------------
Name: Xxxxx Xxxxx and
Xxxxxxxxx X. Xxxxxx
Title: Head of Corporate Banking and
First Vice President
COMERICA BANK
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI (CHICAGO)
By: /s/ XXXXXX XXXXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
SUNTRUST BANK, ATLANTA
By: /s/ XXXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
-18-
19
By: /s/ XXXXXXXX X. XXXXX, III
--------------------------------
Name: Xxxxxxxx X. Xxxxx, III
Title: GVP/Group Manager
MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ XXXXX X. XXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK (formerly
known as First Union National Bank of
North Carolina)
By: /s/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
Title: AVP
NATIONAL CITY BANK
By: /s/ XXXXX XXXXX
--------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
-19-
20
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ XXXX XXX XXXXX
--------------------------------
Name: Xxxx Xxx Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. XXXXX
--------------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
SOCIETE GENERALE CHICAGO BRANCH
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
-20-
21
CIBC, INC.
By: /s/ XXXXXXX XXXXX
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director CIBC
Xxxxxxxxxxx as Agent
BANKERS TRUST COMPANY
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
THE SANWA BANK, LIMITED, CHICAGO
BRANCH
By: /s/ XXXXXX XXXXXX
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President and Manager
-21-
