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Exhibit 10(l)
AMENDMENT NO. 4,
DATED AS OF NOVEMBER 25, 1998,
UNDER THE CREDIT AGREEMENT,
DATED AS OF APRIL 26, 1996,
BY AND AMONG
XXXXXX GREETINGS, INC.,
AS BORROWER,
THE LENDERS PARTY THERETO
AND
THE BANK OF NEW YORK,
AS AGENT
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AMENDMENT NO. 4
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AMENDMENT NO. 4 (this "AMENDMENT"), dated as of November 25, 1998,
under the Credit Agreement, dated as of April 26, 1996, by and among Xxxxxx
Greetings, Inc., the Lenders party thereto, and The Bank of New York, as Agent
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement").
RECITALS
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I. Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement.
II. The Borrower has requested certain amendments to the Credit
Agreement.
Accordingly, in consideration of the Recitals and the covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 8.1(g) of the Credit Agreement is amended by adding the
following at the end thereof:
and, (k) other Indebtedness of the Ink Group Companies in an aggregate
principal amount outstanding at any one time not in excess of 8,000,000
Australian dollars.
2. Paragraph 1 of this Amendment shall not be effective until such date
as the Agent shall have received counterparts of this Amendment executed by the
Borrower and Required Lenders.
3. On the date hereof, the Borrower hereby (a) reaffirms and admits the
validity and enforceability of the Loan Documents and all of its obligations
thereunder, (b) agrees and admits that it has no defenses to or offsets against
any such obligation, and (c) represents and warrants that, after giving effect
to this Amendment, no Default or Event of Default exists and that the
representations and warranties contained in the Credit Agreement are true and
correct with the same effect as though such representations and warranties had
been made on the date hereof.
4. In all other respects, the Loan Documents shall remain in full force
and effect, and no consent or other agreement in respect of any term or
condition of any Loan Document contained herein shall be deemed to be a consent
or other agreement in respect of any other term or condition contained in any
Loan Document.
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5. This Amendment may be executed in any number of counterparts all of
which, taken together, shall constitute one Amendment. In making proof of this
Amendment, it shall only be necessary to produce the counterpart executed and
delivered by the party to be charged.
6. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED
TO BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE
IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
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AS EVIDENCE of the agreement by the parties hereto to the terms and
conditions herein contained, each such party has caused this Amendment to be
executed on its behalf.
XXXXXX GREETINGS, INC.
By: /s/ X.X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: V/P-Controller &
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Asst. Treasurer
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AMENDMENT NO. 4
XXXXXX GREETINGS, INC.
THE BANK OF NEW YORK,
individually and as Agent
By: /s/ Xxxxxx X. Xxxxxxxxx III
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Name: Xxxxxx X. Xxxxxxxxx III
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Title: Vice President
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U.S. Commercial Banking
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AMENDMENT NO. 4
XXXXXX GREETINGS, INC.
FIFTH THIRD BANK
By: /s/ A.K. Xxxxx
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Name: A.K. Xxxxx
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Title: Vice President
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AMENDMENT NO. 4
XXXXXX GREETINGS, INC.
XXXXXX TRUST AND SAVINGS BANK
By: /s/ W.A. XxXxxxxxx
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Name: Xxxxxxx XxXxxxxxx
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Title: Vice President
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AMENDMENT NO. 4
XXXXXX GREETINGS, INC.
NBD BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President
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