EXHIBIT 10.20
PROMISSORY NOTE - REVOLVING LOAN
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$40,000,000.00 Dated: March 12, 1998
FOR VALUE RECEIVED, IMPAC GROUP, INC. (the "Company") HEREBY PROMISES
TO PAY to the order of BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION (the
"Lender") the principal sum of FORTY MILLION UNITED STATES DOLLARS
($40,000,000.00) or, if less, the aggregate unpaid principal amount of the
Revolving Loans made by the Lender to the Company pursuant to Section 2.01(a) of
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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 Revolving 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
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otherwise in accordance with its usual practices; provided, however, that the
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failure to so record shall not affect the Company's obligations under this Note.
This Note is a Note referred to in, and is entitled to the benefits
of, the Credit Agreement, dated as of March 12, 1998, by and among the Company,
AGI Incorporated, Klearfold, 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 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/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: President
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Schedule A
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Promissory Note - Revolving Loan
dated March 12, 1998
payable to the order of
Bank of America National Trust & Savings Association
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PRINCIPAL PAYMENTS
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Amount of
Principal Amount of Unpaid Principal Notation
Date Borrowed Principal Repaid Balance Made By
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