Exhibit 10.65
FIRST AMENDMENT
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This First Amendment (this "Amendment") is entered into as of this
11th day of September, 1998 among IMPAC GROUP, INC., a Delaware corporation (the
"Company") AGI INCORPORATED, an Illinois corporation ("AGI"), KLEARFOLD, INC., a
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Pennsylvania corporation ("Klearfold", and together with AGI, each a "L/C
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Borrower" and collectively, the "L/C Borrowers"), Bank of America National Trust
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& Savings Association, as Agent (the "Agent"), and the financial institutions
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from time to time party thereto (the "Lenders"). Unless otherwise specified
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herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them by the Credit Agreement (as defined below).
RECITALS
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WHEREAS, the Company, the L/C Borrowers, the Agent and the Lenders are
party to the Amended and Restated Multicurrency Credit Agreement, dated as of
March 12, 1998 and as amended and restated as of July 7, 1998 (as amended,
supplemented, restated or otherwise modified from time to time, the "Credit
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Agreement");
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WHEREAS, the Company, the L/C Borrowers, the Agent and the Lenders
wish to enter into certain amendments to the Credit Agreement to, among other
things, reduce the Term Loan B Commitment to $64,000,000 and provide that the
Lenders with a Term Loan A Commitment purchase a risk participation in the Bidco
Loan Note Credit Support, all as more fully set forth herein;
NOW THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
Section 1. Amendments.
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(a) Section 1.01 of the Credit Agreement is hereby amended by deleting
the definitions "Agent-Related Persons", "Aggregate Term Loan B Commitment",
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"Bidco Loan Notes Credit Support Commitment", "Bidco Loan Notes Credit Support
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Advance", Bidco Loan Notes Credit Support Borrowing", "Borrowing Base",
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"Borrowing Base Deficiency", "Commitment Fee", "Dollar Equivalents", "FX
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Trading Office", "L/C Obligations", "Lender", "Majority Lenders", "Offshore
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Currency", "Offshore Currency Loan", "Offshore Currency Loan Sublimit",
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"Offshore Rate Loan", "Relevant Undertakings", "Revolving Loan Termination
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Date", "Spot Rate", "Swing Line Lender", "Swing Line Loan", "Swing Line Rate"
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and "Term Loan Commitment Fee" in their entirety and inserting each of the
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following definitions in appropriate alphabetical order:
"Adjusted Cost of Funds Rate" means for any Interest Period, a rate
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per annum (rounded upwards, if necessary, to the next 1/16th of 1%) equal
to the rate obtained by dividing (a) the Cost of Funds Rate (similarly
rounded) for such Interest Period by (b) a
1
percentage equal to 1 minus the aggregate of all applicable reserve
requirements in effect from time to time during such Interest Period as
determined by the Swing Line Lender.
"Agent-Related Persons" means the initial Agent and any successor
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agent arising under Section 10.09 or any successor letter of credit issuing
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bank or Swing Line lender hereunder, together with their respective
Affiliates, and the officers, directors, employees, agents and attorneys-
in-fact of such Persons and Affiliates.
"Aggregate Term Loan B Commitment" means the aggregate Term Loan B
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Commitments of the Lenders equal to Sixty-Four Million Dollars
($64,000,000).
"Bidco Loan Notes Credit Support Commitment" means the commitment of
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the Issuing Bank to Issue, and the Term Loan A Lenders and the Revolving
Lenders to participate in, the Bidco Loan Notes Credit Support Issued or
outstanding under Article III, in an aggregate amount not to exceed on any
date the Dollar Equivalent of (Pounds)8,909,991, as the same may be reduced
as a result of a reduction in the Bidco Loan Notes Credit Support pursuant
to Section 2.07(f).
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"Bidco Loan Notes Credit Support Advance" means each Term Loan A
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Lender's and each Revolving Lender's participation in any Bidco Loan Notes
Credit Support Borrowing in accordance with its Pro Rata Share, with
respect to the Term Loan A Lenders, or Pro Rata Revolving Share, with
respect to the Revolving Lenders.
"Bidco Loan Notes Credit Support Borrowing" means extension of credit
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resulting from a drawing under the Bidco Loan Notes Credit Support which
shall not have been reimbursed on the date when made nor converted into a
Borrowing of a Term Loan A or a Revolving Loan under Section 3.03(e).
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"Blocked Amount" means, (a) at any time on or prior to the Squeeze-Out
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Date, an amount equal to (i) the Dollar Equivalent of (Pounds)3,871,393,
as such amount is automatically reduced during the Squeeze-Out Period by
the Dollar Equivalent of the Bidco Loan Notes Credit Support issued during
the Squeeze-Out Period, plus (ii) an amount equal to the Dollar equivalent
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of 5% of the stated amount of the Bidco Loan Notes Credit Support, and (b)
after the Squeeze-Out Date, (i) at any time prior to the termination of the
Bidco Loan Notes Credit Support, an amount equal to the Dollar Equivalent
of 5% of the Stated Amount of the Bidco Loan Notes Credit Support and (ii)
thereafter, zero.
"Borrowing Base" means, as at any date on which the amount thereof is
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being determined, an amount equal to the sum of(a)(i) 85% of Eligible
Receivables plus (ii) 65% of Eligible Inventory plus (b) S10,000,000 minus
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(c) the Blocked Amount. The Borrowing Base in effect at any given time
shall be the Borrowing Base derived from the Borrowing Base Certificate
most recently delivered in compliance with Section 7.02(g); provided, that
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so long as the most recent Borrowing Base Certificate required to be
delivered has not been so delivered the Borrowing Base in effect will be
zero.
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"Borrowing Base Deficiency" means at any time, the amount, if any, by
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which the sum of the Effective Amount of Revolving Loans, Swing Line Loans,
L/C Obligations at such time exceeds the Borrowing Base then in effect.
"Commitment Fee" means, collectively, the Revolving Commitment Fee and
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the Term Loan A Commitment Fee and the Term Loan B Commitment Fee.
"Cost of Funds Rate" means for any Interest Period in respect of any
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Swing Line Loan denominated in a currency other than Sterling, the rate per
annum determined by the Swing Line Lender or the Designated Local Lender
advancing such Swing Line Loan in accordance with its customary procedures
in the applicable local bank market as its cost of funds for such Swing
Line Loan during such Interest Period.
"Designated Local Lender" means an agency, branch office or other
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Affiliate of the Swing Line Lender, or another bank or financial
institution, designated from time to time by the Swing Line Lender as its
lending office for purposes of making Swing Line Loans in a particular
country and/or currency; provided, however, that any such Designated Local
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Lender shall not at any time assume the duties of the Swing Line Lender
under this Agreement, and shall act only in its capacity of providing a
particular currency in a particular country where the Swing Line Lender
does not have an independent banking presence.
"Dollar Equivalent" means, at any time, (a) as to any amount
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denominated in Dollars, the amount thereof at such time, (b) as to any
amount denominated in an Offshore Currency (other than a Swing Line
Offshore Currency), the equivalent amount in Dollars as determined by the
Agent at such time on the basis of the Spot Rate for the purchase of
Dollars with such Offshore Currency on the most recent Computation Date and
(c) as to any amount denominated in a Swing Line Offshore Currency, the
equivalent amount in Dollars as determined by the Swing Line Lender or the
Designated Local Lender, as the case may be, at such time on the basis of
the Spot Rate for the purchase of Dollars with such Swing Line Offshore
Currency at such time.
"Excess Bidco Credit Support Amount" has the meaning specified in
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Section 3.01(d).
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"L/C Obligations" means, collectively, (a) Specified L/C Obligations
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plus (b) the amount of the Bidco Loan Notes Credit Support Obligations not
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supported by the Term Loan A Commitment, plus (c) the sum of (i) the
aggregate undrawn amount of all Letters of Credit (other than the AGI
Letter of Credit, the Klearfold Letter of Credit and the Bidco Loan Notes
Credit Support) then outstanding, plus (ii) the amount of all unreimbursed
drawings under all Letters of Credit (other than the AGI Letter of Credit,
the Klearfold Letter of Credit and the Bidco Loan Notes Credit Support,
including all outstanding L/C Borrowings.
"Lender" has the meaning specified in the introductory clause hereto.
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References to the "Lenders" shall include BofA, including in its capacity
as Issuing Bank and Swing Line
3
Lender, any Designated Local Lender and any other Lender assuming such
capacity in the future, and for purposes of clarification only, to the
extent that BofA may have any rights or obligations in addition to those of
the Lenders due to its status as Issuing Bank or Swing Line Lender, its
status as such will be specifically referenced.
"Majority Lenders" means (a) prior to the termination of the
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Commitment, Lenders holding at least 51% of the then aggregate unpaid
principal amount of Term Loans (including the obligations of the Term Loan
A Lenders under the Bidco Loan Note Credit Support) plus the Revolving Loan
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Commitments or, (b) if the Commitments have been terminated, Lenders
holding at least 51% of the then unpaid principal amount of Loans. L/C
Obligations and the obligations of the Term Loan A Lenders under the Bidco
Loan Note Credit Support.
"Offshore Currency" means, at any time, (a) with respect to Swing Line
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Loans, any Swing Line Offshore Currency and (b) with respect to any
Offshore Currency Loan, Sterling, German Deutsche Marks, Dutch Guilders,
euros and/or euro units; provided, that on the Commencement Date, each
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obligation under this Agreement denominated in a national currency unit
will, forthwith (but otherwise in accordance with EMU Legislation), be
redenominated into the euro. Following redenomination described in the
proviso contained in the preceding sentence, (i) all Loans requested in the
currency of a Participating Member State shall, subject to the terms of
this Agreement, be made in euro units; and (ii) payments by the Agent to
the Lenders in the currency of a Participating Member State shall be made
in euro units.
"Offshore Currency Loan" means any Revolving Loan (other than a
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Specified L/C Loan) that is an Offshore Rate Loan denominated in an
Offshore Currency.
"Offshore Currency Loan Sublimit" means, as to all Loans denominated
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using Offshore Currencies in the aggregate, the Dollar Equivalent of
$40,000,000.
"Offshore Rate Loan" means a Loan (other than (i) Specified L/C Loans
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and (ii) for all purposes other than the application of Article IV hereof
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to the Swing Line Loans, the Swing Line Loans) that bears interest based on
the Offshore Rate.
"Relevant Undertakings" means each of the undertakings and covenants
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of the Company contained in Sections 7.04(a), 7.12(d), 7.13 (excluding
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consideration of Target and its Subsidiaries), and 7.16(a), (c), (f) and
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(m).
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"Revolving Loan Termination Date" means the earlier to occur of:
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(a) March 31, 2004; and
(b) the date on which the Revolving Loan Commitments terminate in
accordance with the provisions of the Agreement.
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"Spot Rate" for a currency means the rate generally quoted by BofA or
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a Designated Local Lender, as the case may be, as the spot rate for the
purchase by BofA or such Designated Local Lender, as the case may be, of
such currency with another currency through its foreign exchange trading
office on the date two Business Days prior to the date as of which the
foreign exchange computation is made.
"Swing Line Lender" means BofA, in its capacity as provider of the
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Swing Line Loans. With respect to Swing Line Loans, BofA may designate a
Designated Local Lender to make such Swing Line Loans and such Designated
Local Lender shall be deemed to be the Swing Line Lender for the purposes
of this Agreement to the extent provided in the definition of Designated
Local Lender.
"Swing Line Loan" means a Loan made by the Swing Line Lender,
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denominated in an Offshore Currency, pursuant to Section 2.01(e).
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"Swing Line Offshore Currency" means, at any time, Sterling, Dutch
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Guilders, Irish Punts (so long as the aggregate principal amount of Swing
Line Loans outstanding at any time with respect to Irish Punts shall not
exceed the Dollar Equivalent of $1,500,000), Austrian Schillings (so long
as the aggregate principal amount of Swing Line Loans outstanding at any
time with respect to Austrian Schillings shall not exceed the Dollar
Equivalent of $3,000,000), euros and/or euro units; provided, that on the
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Commencement Date, each obligation under this Agreement denominated in a
national currency unit will, forthwith (but otherwise in accordance with
EMU Legislation), be redenominated into the euro. Following redenomination
described in the proviso contained in the preceding sentence, (i) all Loans
requested in the currency of a Participating Member State shall, subject to
the terms of this Agreement, be made in euro units; and (ii) payments by
the Agent to the Lenders in the currency of a Participating Member State
shall be made in euro units.
"Swing Line Rate" means, for any day, (i) for Swing Line Loans
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denominated in Sterling, the rate of interest in effect for such day as
publicly announced from time to time by BofA in London as its "reference
rate" and (ii) for Swing Line Loans denominated in other currencies, the
Adjusted Cost of Funds Rate. The "reference rate" is a rate set by BofA
based upon various factors including BofA's costs and desired return,
general economic conditions and other factors, and is used as a reference
point of pricing some loans, which may be priced at, above, or below such
announced rate. Any change in the reference rate announced by BofA shall
take effect at the opening of business on the day specified in the public
announcement of such change.
"Term Loan A Commitment Fee" has the meaning specified in Section
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2.l0(c)(i).
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"Term Loan A Lenders" means each Lender with a Term Loan A Commitment.
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"Term Loan B Commitment Fee" has the meaning specified in Section
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2.l0(c)( ii).
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(b) the definition of Pro Rata Share shall be amended to add the
following phrase after each place when the words "L/C Obligations" appear:
"and the obligations under the Bidco Loan Notes Credit Support
related to Term Loan A"
(c) Clauses (a), (b), (c), and (e)(i) and (ii) of Section 2.01 of the
Credit Agreement are hereby amended by deleting said clauses in their entirety
and inserting in lieu thereof the following new clauses (a), (b), (c), and
(e)(i) and (ii):
"(a) Term Loan A
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Each Lender with a Term Loan A Commitment severally agrees, on
the terms and conditions set forth herein, to make loans to the Company
(each such loan, a "Term Loan A") from time to time on any Business Day
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during the period from the Initial Funding Date to the Revolving Loan
Termination Date, in an aggregate amount not to exceed such Lender's Term
Loan A Commitment as set forth on Schedule 2.01 (as such amount is reduced
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as a result of the making of any Term Loan A during such period or pursuant
to Section 2.07); provided, however, that after giving effect to any
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Borrowing of a Term Loan A, the Effective Amount of Term Loan A shall not
at any time exceed the Aggregate Term Loan A Commitment; and provided
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further, that the Effective Amount of a Term Loan A of any Term Loan A
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Lender plus the participation of such Term Loan A Lender in the Dollar
Equivalent of the Bidco Loan Notes Credit Support Obligations shall not at
any time exceed such Term Loan A Lender's Term Loan A Commitment. Amounts
borrowed as a Term Loan A which are repaid or prepaid by the Company may
not be reborrowed.
(b) Term Loan B
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Each Lender with a Term Loan B Commitment severally agrees, on
the terms and conditions set forth herein, to make a loan to the Company
(each such loan, a "Term Loan B") on the Initial Funding Date in an amount
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not to exceed such Lender's Term Loan B Commitment as set forth on Schedule
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2.01 (as such amount may be reduced under Section 2.05). Amounts borrowed
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as a Term Loan B which are repaid or prepaid by the Company may not be
reborrowed.
(c) The Revolving Credit
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Subject to Section 2.01(e), each Revolving Lender severally
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agrees, on the terms and conditions set forth herein, to make loans to the
Company (each such loan, a "Revolving Loan") from time to time on any
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Business Day during the period from the Initial Funding Date to the
Revolving Loan Termination Date, in an aggregate amount not to exceed at
any one time outstanding the amount set forth on Schedule 2.01 (such
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amount, as the same may be reduced under Section 2.07 or reduced or
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increased as a result of one or more assignments under Section 11.08, the
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Revolving Lender's "Revolving Loan
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6
Commitment"); provided, however, that, after giving effect to any Borrowing
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of Revolving Loans, the Effective Amount of Revolving Loans, Swing Line
Loans and L/C Obligations at such time shall not at any time exceed an
amount equal to the Aggregate Revolving Loan Commitment at such time minus
the Blocked Amount: and provided further, that the Effective Amount of
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Revolving Loans of any Revolving Lender plus the participation of such
Revolving Lender in the Effective Amount of all L/C Obligations and such
Revolving Lender's Pro Rata Revolving Share of the Effective Amount of Swing
Line Loans shall not at any time exceed such Revolving Lender's Revolving
Loan Commitment minus such Revolving Lender's Pro Rata Revolving Share of
the Blocked Amount (to the extent not utilized in connection with the Excess
Bidco Credit Support Amount); and provided further, that the Effective
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Amount of the Revolving Loans, the Effective Amount of Swing Line Loans and
L/C Obligations shall not at any time exceed the Borrowing Base. Within the
limits of each Revolving Lender's Commitment, and subject to the other terms
and conditions hereof, the Company may borrow under this Section 2.01,
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prepay under Section 2.06 and reborrow under this Section 2.01(c).
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* * *
(e) Swing Line Loans
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(i) Subject to the terms and conditions hereof, the Swing Line
Lender agrees to make Swing Line Loans to the Company from time to time
prior to the Swing Line Termination Date in an aggregate principal amount
at any one time outstanding not to exceed $15,000,000 (or the Dollar
Equivalent thereof) (the "Swing Line Loan Commitment"); provided, that
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after giving effect to any such Swing Line Loan, the Effective Amount of
Revolving Loans, Swing Line Loans and L/C Obligations at such time would
not exceed an amount equal to the Aggregate Revolving Loan Commitment at
such time minus the Blocked Amount (to the extent not utilized in
connection with the Excess Bidco Credit Support Amount); and provided
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further that the Effective Amount of all Revolving Loans, Swing Line Loans,
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L/C Obligations at such time would not exceed the Borrowing Base at such
time. Prior to the Swing Line Termination Date, the Company may use the
Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole
or in part, and reborrowing, all in accordance with the terms and
conditions hereof.
(ii) The Company may borrow under the Swing Line Commitment on
any Business Day after the Initial Funding Date but on or prior to the
Swing Line Termination Date; provided, that the Company shall give the
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Swing Line Lender irrevocable written notice signed by a Responsible
Officer or an authorized designee (which notice must be received by the
Swing Line Lender prior to 11:00 a.m. (London time)) with a copy to the
Agent specifying the amount of the requested Swing Line Loan, which shall
be in a minimum amount of $100,000 (or the Dollar Equivalent thereof) (or
such lesser amount as is acceptable to the Swing Line Lender) and the
applicable Swing Line Offshore Currency (which, in any event, cannot exceed
any sublimit on such currency set forth in the definition of Swing Line
Offshore Currency). The proceeds of the Swing Line Loan will be made
7
available by the Swing Line Lender in London to the Company in immediately
available funds at the office of the Swing Line Lender by 1:00 p.m. (London
time) on the date of such notice with respect to Swing Line Loans
denominated in Sterling, and on the third (3rd) Business Day thereafter with
respect to Swing Line Loans denominated in any other currency. The Company
may at any time and from time to time, prepay the Swing Line Loans, in whole
or in part, without premium or penalty, by notifying the Swing Line Lender
prior to 11:00 a.m. (London time) on any Business Day of the date and amount
of prepayment with a copy to the Agent. If any such notice is given, the
amount specified in such notice shall be due and payable on the date
specified therein. Partial prepayments shall be in an aggregate principal
amount of $100,000 (or the Dollar Equivalent thereof) or a whole multiple
of $100,000 (or the Dollar Equivalent thereof) in excess thereof."
(d) Clause (e)(iii) of Section 2.01 of the Credit Agreement is hereby
amended by deleting the "or" at the end of clause (c) and adding the following
proviso at the end of the first sentence thereof immediately before the period:
"provided, further, that should any portion of the Swing Line Loan be
outstanding in a currency which is not covered under the definition of
Offshore Currency Loan as it applies to Revolving Loans, then the Lenders
shall repay the Swing Line Lender with the Dollar Equivalent of such Swing
Line Loan as so denominated."
(e) Clause (a) of Section 2.05 of the Credit Agreement is hereby
amended by inserting the following immediately at the end of clause (d)
contained therein:
"or (e) with respect to reductions to the Term Loan A Commitment, the
Dollar Equivalent of all Bidco Loan Notes Credit Support would exceed the
combined Term Loan A Commitments of all Term Loan A Lenders then in
effect."
(f) Clauses (a), (b) and (iii) of Section 2.06 of the Credit Agreement
are hereby amended by deleting said clauses in their entirety and inserting in
lieu thereof the following:
"(a) at least three Business Days in advance of the prepayment date
if the Loans to be prepaid are Offshore Currency Loans or Swing Line Loans
denominated in a currency other than Sterling, (b) at least two Business
Days in advance of the prepayment date if the Loans to be prepaid are
Offshore Rate Loans in Dollars, and (c) on the date of the prepayment date
if the Loans to be prepaid are Base Rate Loans or Swing Line Loans
denominated in Sterling."
(g) Clauses (f), (h), and (m) of Section 2.07 of the Credit Agreement
are hereby amended by deleting said clauses in their entirety and inserting in
lieu thereof the following new clauses (f), (h), and (m):
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"(f)(i) The Bidco Loan Notes Credit Support Commitment shall be
automatically reduced from time to time on the date, and in the amount,
that the amount available to be drawn under the Bidco Loan Notes Credit
Support is reduced pursuant to the terms of the Bidco Loan Notes Credit
Support (but after giving effect to any Borrowing of a Term Loan A or
Revolving Loan used to repay drawings thereunder on such date).
(ii) The Term Loan A Commitment shall be automatically reduced from
time to time on the date, and in the amount, of any reduction in the Stated
Amount of the Bidco Loan Notes Credit Support in the event such reduction
is not accompanied by a Borrowing of a Term Loan A.
(h) If on any Computation Date, the Agent shall have determined
that the aggregate Dollar Equivalent principal amount of all (I) Revolving
Loans and Swing Line Loans then outstanding plus (II) the aggregate amount
of outstanding L/C Obligations and plus (III) the amount of the Excess
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Bidco Credit Support Amount and the Blocked Amount, exceeds the Aggregate
Revolving Credit Commitment, due to a change in applicable rates of
exchange between Dollars and Offshore Currencies, then the Agent shall give
notice to the Company that a prepayment is required under this Section
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2.07(h), and the Company agrees thereupon to make prepayments of Revolving
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Loans, subject to Section 4.04, such that, after giving effect to such
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prepayment, the aggregate Dollar Equivalent amount of all amounts under
clauses (I), (II) and (III) above does not exceed the Aggregate Revolving
Credit Commitment.
(m) The Aggregate Term Loan A Commitment, and the Term Loan A
Commitment of each Lender, shall be reduced on the Initial Funding Date
(after giving effect to the Term Loan A made on the initial Funding Date
and the Dollar Equivalent of the amount of the Bidco Loan Credit Support
issued on the initial Funding Date) in an amount equal to the unutilized
Aggregate Term Loan A Commitment, and the unutilized Term Loan A Commitment
of each Lender, as of such date. For the purpose of calculating utilization
under this clause (m), the Term Loan A Commitments shall be deemed used to
the extent of the Effective Amount of Term Loan A then outstanding after
giving effect to the Initial Funding Date and the Dollar Equivalent of the
Bidco Loan Notes Credit Support issued on the initial Funding Date."
(h) Clause (j), (k) and (1) of Section 2.07 are hereby amended by
adding the following sentence at the end of each such clause:
"To the extent a prepayment would otherwise be required under this clause,
but the outstanding principal balance of Term Loan A has been repaid in
full and the only remaining portion of the Aggregate Term Loan A Commitment
remaining is being utilized for the Bidco Loan Notes Credit Support, then
the aggregate amount of such prepayment shall be applied to prepay Term
Loan B as otherwise required pursuant to this clause and without giving
effect to Section 2.07(o)."
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(i) New clauses (p) and (q) are hereby added to Section 2.07 to read
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as follows:
"(p) If any portion of the Term Loan A Commitment remains unutilized
on the date that the Bidco Loan Notes Credit Support Commitment is
terminated and the Bidco Loan Notes Instrument is released, then such
portion of the Term Loan A Commitment shall be automatically deemed to be
reduced and the amount of such reduction shall also decrease any remaining
Term Loan A payments under Section 2.08(d) hereof on a ratable basis among
all remaining payments of Term Loan A."
(q) If on any date the Dollar Equivalent of all Offshore Currency
Loans and Swing Line Loans exceeds the Offshore Currency Loan Sublimit, the
Company shall immediately without notice or demand prepay the outstanding
principal amount of Swing Line Loans and/or Revolving Loans by an amount
equal to such applicable excess."
(j) Clause (d) of Section 2.08 is hereby amended by adding the
following sentence at the end of such clause:
"To the extent a repayment would otherwise be required under this clause,
but the outstanding principal balance of Term Loan A has been repaid in
full and the only remaining portion of the Aggregate Term Loan A Commitment
remaining is being utilized for the Bidco Loan Notes Credit Support, then
the aggregate amount of such repayment shall be applied to repay Term Loan
B on a ratable basis among all remaining payments of Term Loan B."
(k) Clause (c) of Section 2.10 of the Credit Agreement is hereby
amended by deleting said clause in its entirety and inserting in lieu thereof
the following new clause (c):
"(c) Term Loan Commitment Fees
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(i) The Company shall pay to the Agent for the account of each
Term Loan A Lender a commitment fee ("Term Loan A Commitment Fee") on the
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actual daily unused portion of such Term Loan A Lender's Term Loan A
Commitment computed on a quarterly basis in arrears on the last Business
Day of each calendar quarter based upon the daily utilization for that
quarter as calculated by the Agent, equal to the Applicable Margin per
annum applicable to the Commitment Fee. For purposes of calculating
utilization under this clause (i), the Term Loan A Commitments shall be
deemed used to the extent of the Effective Amount of Term Loan A then
outstanding and the Dollar Equivalent of the Bidco Loan Notes Credit
Support that has been Issued. Such Term Loan A Commitment Fee shall accrue
from the Announcement Date to the Revolving Loan Termination Date or such
earlier date as the Term Loan A Commitment is reduced to zero (such date,
"the Term Loan A Commitment Termination Date"), and shall be due and
payable quarterly in arrears on the last Business Day of each March, June,
September and December through the Term Loan A Commitment Termination Date,
with the final payment to be made on the Term Loan A
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Commitment Termination Date. The Term Loan A Commitment Fee shall accrue at
all times after the above-mentioned commencement date until the Term Loan A
Commitment Termination Date, including at any time during which one or more
conditions in Article V are not met.
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(ii) The Company shall pay to the Agent for the account of each
Lender with a Term Loan B Commitment a commitment fee ("Term Loan B
-----------
Commitment Fee") on the actual daily unused portion of such Term Loan B
--------------
Lender's Term Loan B Commitment computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter based upon the daily
utilization for that quarter as calculated by the Agent, equal to the
Applicable Margin per annum applicable to the Commitment Fee. Such Term
Loan B Commitment Fee shall accrue from the Announcement Date to the
Initial Funding Date and shall be due and payable in arrears on the Initial
Funding Date; provided, that in connection with any reduction or
--------
termination of Term Loan B Commitments, as the case may be, under Section
-------
2.05 or pursuant to that certain First Amendment to this Agreement, dated
----
as of September 11, 1998, the accrued Term Loan B Commitment Fee calculated
for the period ending on such date shall also be paid on the date of such
reduction or termination, with the following quarterly payment being
calculated on the basis of the period from such reduction or termination
date to such quarterly payment date. The Term Loan B Commitment Fee shall
accrue at all times after the above-mentioned commencement date until the
Initial Funding Date, including at any time during which one or more
conditions in Article V are not met."
---------
(l) Clause (d) of Section 3.01 is hereby amended by deleting said
clause in its entirety and inserting in lieu thereof the following new clause
(d):
"(d) On the terms and conditions set forth herein:
(i) the Issuing Bank agrees, (A) on the Initial Funding Date to
issue an irrevocable bank guarantee for the account of the Company in form
and substance satisfactory to the Issuing Bank and in an amount not to
exceed the Bidco Loan Notes Credit Support Commitment for the benefit of
the holders of Bidco Loan Notes (the "Bidco Loan Notes Credit Support") in
-------------------------------
support of the principal and interest payment obligations of Bidco pursuant
to the Bidco Loan Notes, and subject to the satisfaction of the conditions
in Section 5.03, to amend or renew the Bidco Loan Notes Credit Support in
------------
accordance with Sections 3.02(c) and (d), and (B) to honor drawings under
---------------- ---
the Bidco Loan Notes Credit Support;
(ii) the Term Loan A Lenders and the Revolving Lenders severally
agree to participate in the Bidco Loan Notes Credit Support; provided that
--------
the participation by the Revolving Lenders in the Bidco Loan Notes Credit
Support shall be limited to the amount, if any, by which the Dollar
Equivalent of the Bidco Loan Notes Credit Support exceeds the Term Loan A
Commitment then in effect for which no Term Loan A Loans are then
outstanding (such amount, the "Excess Bidco Credit Support Amount"); and
----------------------------------
11
(iii) the Issuing Bank shall not be obligated to Issue, and no
Term Loan A Lender or Revolving Lender shall be obligated to participate
in, the Bidco Loan Notes Credit Support if, as of any Issuance Date of the
Bidco Loan Notes Credit Support (whether on the Initial Funding Date or any
increase thereafter), the Dollar Equivalent of the Bidco Loan Notes Credit
Support Obligations exceeds the Bidco Loan Notes Credit Support
Commitment."
(m) Clauses (a), (d)(i), (e) and (f) of Section 3.03 of the Credit
Agreement are hereby amended by deleting said clauses in their entirety and
inserting in lieu thereof the following new clauses (a), (d)(i), (e) and (f):
"(a)(i) Immediately upon the Issuance of each Letter of Credit
(other than the Bidco Loan Notes Credit Support), each Revolving Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank a participation in such Letter of Credit and
each drawing thereunder in an amount equal to the product of (A) the Pro
Rata Revolving Share of such Revolving Lender, times (B) the maximum amount
available to be drawn under such Letter of Credit and the amount of any
such drawing thereunder, respectively. For purposes of Section 2.01(d), the
---------------
Issuance of the AGI Letter of Credit shall be deemed to utilize the AGI L/C
Sublimit of each Revolving Lender. For purposes of Section 2.01(d), the
---------------
Issuance of the Klearfold Letter of Credit shall be deemed to utilize the
Pro Rata Revolving Share of the Klearfold L/C Sublimit of each Revolving
Lender.
(ii) Immediately upon the Issuance of the Bidco Loan Notes Credit
Support, each Term Loan A Lender and each Revolving Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the
Issuing Bank a participation in the Bidco Loan Notes Credit Support and
each drawing thereunder in an amount equal to the product of (I) with
respect to Term Loan A Lenders, (A) the Pro Rata Share of such Term Loan A
Lender, times (B) the maximum amount available to be drawn under such Bidco
Loan Notes Credit Support (exclusive of the Excess Bidco Credit Support
Amount, if any) and the amount of any such drawing thereunder (exclusive of
the Excess Bidco Credit Support Amount, if any), respectively, less any
amounts previously drawn to pay off holders of Bidco Loan Notes and (II)
with respect to Revolving Lenders, (i) the Pro Rata Revolving Share of such
Revolving Lender, times (ii) the Excess Bidco Credit Support Amount and the
amount of such drawing attributable to the Excess Bidco Credit Support
Amount, respectively. For the purposes of Sections 2.01 (a) and (c), the
----------------- ---
Issuance of the Bidco Loan Notes Support shall be deemed to utilize the
Bidco Loan Notes Credit Support Commitment of each Term Loan A Lender and
each Revolving Lender.
* * *
(d)(i) In the event of any request for a drawing under a Letter
of Credit (other than the AGI Letter of Credit, the Klearfold Letter of
Credit and any Bidco Loan Notes Credit Support) by the beneficiary or
transferee thereof, the Issuing Bank will
12
promptly notify the Company. The Company shall reimburse the Issuing Bank
(by an L/C Borrowing or otherwise) prior to 12:00 Noon (Chicago time), on
the Honor Date, in an amount equal to the amount so paid by the Issuing
Bank. In the event the Company fails to reimburse the Issuing Bank for the
full amount of any drawing under any Letter of Credit by 12:00 Noon
(Chicago time) on the Honor Date, the Issuing Bank will promptly notify the
Agent and the Agent will promptly notify each Revolving Lender thereof, and
the Company shall be deemed to have requested that Base Rate Loans in an
aggregate amount equal to the unreimbursed drawing be made by the Revolving
Lenders to be disbursed on the Honor Date under such Letter of Credit,
subject to the amount of the unutilized portion of the Revolving Loan
Commitment and subject to the conditions set forth in Section 5.03. Any
------------
notice given by the Issuing Bank or the Agent pursuant to this clause
------
(d)(i) may be oral if immediately confirmed in writing (including by
------
facsimile); provided, that the lack of such an immediate confirmation shall
--------
not affect the conclusiveness or binding effect of such notice.
* * *
(e)(i) In the event of any request for a drawing under the Bidco
Loan Notes Credit Support by any beneficiary or transferee thereof, the
Issuing Bank will promptly notify the Company. The Company shall reimburse
the Issuing Bank (first, through a Term Loan A Borrowing, and then to the
extent the Term Loan A Commitment has been fully utilized, through a
Revolving Loan Borrowing) prior to 12:00 Noon (London time), on the Honor
Date, in an amount equal to the amount so paid by the Issuing Bank. In the
event the Company fails to reimburse the Issuing Bank for the full amount
of any drawing under the Bidco Loan Notes Credit Support by 12:00 Noon
(London time) on the Honor Date, the Issuing Bank will promptly notify the
Agent and the Agent will promptly notify each Term Loan A Lender and each
Revolving Lender thereof, and the Company shall be deemed to have requested
that Base Rate Loans in an aggregate amount equal to the unreimbursed
drawing to be made first by the Term Loan A Lenders and then to the extent
the Term Loan A Commitment has been fully utilized, through a Revolving
Loan by the Revolving Lenders to be disbursed on the Honor Date under such
Bidco Loan Notes Credit Support and subject to the conditions set forth in
Section 5.03. Any notice given by the Issuing Bank or the Agent pursuant to
------------
this clause (e)(i) may be oral if immediately confirmed in writing
-------------
(including by facsimile); provided, that the lack of such an immediate
--------
confirmation shall not affect the conclusiveness or binding effect of such
notice.
(ii) Each Term Loan A Lender and, if applicable, each Revolving
Lender shall upon any notice pursuant to Section 3.03(e)(i) make available
------------------
to the Agent for the account of the Issuing Bank an amount in Same Day
Funds equal to its Pro Rata Share, in the case of Term Loan A Lenders, and
its Pro Rata Revolving Share, in the case of Revolving Lenders, of the
amount of the drawing for which they are required to provide reimbursement,
whereupon each participating Term Loan A Lender and, if applicable,
Revolving Lender shall (subject to Section 3.03(e)(iii)) be deemed to have
--------------------
made a Term Loan A and/or Revolving Loan, if applicable, consisting of a
Base Rate Loan to the Company in that amount. If any Term Loan A Lender
and, if applicable, Revolving Lender
13
so notified fails to make available to the Agent for the account of the
Issuing Bank the amount of such Term Loan A Lender's Pro Rata Share or such
Revolving Lender's Pro Rata Revolving Share of the amount of the drawing by
2:00 p.m. (Chicago time) on the Honor Date, then interest shall accrue on
such Term Loan A Lender's and, if applicable, Revolving Lender's obligation
to make such payment, from the Honor Date to the date such Lender makes
such payment, at a rate per annum equal to the Federal Funds Rate in effect
from time to time during such period. The Agent will promptly give notice
of the occurrence of the Honor Date, but failure of the Agent to give any
such notice on the Honor Date or in sufficient time to enable any Term Loan
A Lender and, if applicable, any Revolving Lender to effect such payment on
such date shall not relieve such Term Loan A Lender or Revolving Lender, as
the case may be, from its obligations under this Section 3.03(e).
---------------
(iii) With respect to any unreimbursed drawing that is not
converted into Loans consisting of Base Rate Loans to the Company in whole
or in part, because of the Company's failure to satisfy the conditions set
forth in Section 5.03 or for any other reason, the Company shall be deemed
------------
to have incurred from the Issuing Bank a Bidco Loan Notes Credit Support
Borrowing in the amount of such drawing which Bidco Loan Notes Credit
Support Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at a rate per annum equal to the Base
Rate plus the Applicable Margin for a Term Loan A maintained as Base Rate
Loans plus 2% per annum, and each Lender's payment to the Issuing Bank
pursuant to Section 3.03(e)(ii) shall be deemed payment in respect of its
-------------------
participation in such Bidco Loan Notes Credit Support Borrowing and shall
constitute a Bidco Loan Notes Credit Support Advance from such Lender in
satisfaction of its participation obligation under this Section 3.03(e).
---------------
(f) Each Lender's obligation in accordance with this Agreement to
make the Specified L/C Loans, an L/C Advance, Revolving Loans, a Term Loan
A or Bidco Loan Notes Credit Support Advance, as contemplated by this
Section 3.03, as a result of a drawing under a Letter of Credit, shall be
------------
absolute and unconditional and without recourse to the Issuing Bank and
shall not be affected by any circumstance, including (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or any
Credit Party may have against the Issuing Bank, a Credit Party or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default, an Event of Default, a Material Adverse Effect or any failure to
satisfy the conditions under Article V; or (iii) any other circumstance,
---------
happening or event whatsoever, whether or not similar to any of the
foregoing."
(n) Section 3.04 of the Credit Agreement is hereby amended by deleting
said clause in its entirety and inserting in lieu thereof the following new
Section 3.04:
3.04 Repayment of Participations
---------------------------
(a) Upon (and only upon) receipt by the Agent for the account of
the Issuing Bank of immediately available funds from the relevant Credit
Party (i) in reimbursement of any payment made by the Issuing Bank under
the Letter of Credit with
14
respect to which any Lender has paid the Agent for the account of the
Issuing Bank for such Lender's participation in the Letter of Credit
pursuant to Section 3.03 or (ii) in payment of interest thereon, the Agent
------------
will pay to each Revolving Lender and/or Term Loan A Lender, as the case
may be, in the same funds as those received by the Agent for the account of
the Issuing Bank, the amount of such Revolving Lender's Pro Rata Revolving
Share and such Term Loan A Lender's Pro Rata Share, as the case may be, of
such funds, and the Issuing Bank shall receive the amount of the Pro Rata
Revolving Share of such funds of any Revolving Lender and the Pro Rata
Share of such funds of any Term Loan A Lender, as the case may be, that did
not so pay the Agent for the account of the Issuing Bank.
(b) If the Agent or the Issuing Bank is required at any time to
return to a Credit Party, or to a trustee, receiver, liquidator, custodian,
or any official in any Insolvency Proceeding, any portion of the payments
made by such Credit Party to the Agent for the account of the Issuing Bank
pursuant to Section 3.04(a) in reimbursement of a payment made under the
--------------
Letter of Credit or interest or fee thereon, each Revolving Lender and Term
Loan A Lender, as the case may be, shall, on demand of the Agent, forthwith
return to the Agent or the Issuing Bank the amount of its Pro Rata
Revolving Share, with respect to Revolving Lenders, or Pro Rata Share, with
respect to Term Loan A Lenders, of any amounts so returned by the Agent or
the Issuing Bank plus interest thereon from the date such demand is made to
the date such amounts are returned by such Revolving Lender and/or such
Term Loan A Lender, as the case may be, to the Agent or the Issuing Bank,
at a rate per annum equal to the Federal Funds Rate in effect from time to
time."
(o) The lead-in text of Section 3.06 of the Credit Agreement is
hereby amended by deleting said text in its entirety and inserting in lieu
thereof the following new text:
"The obligations of each Credit Party under this Agreement and any
L/C-Related Document to reimburse the Issuing Bank for a drawing under a
Letter of Credit, and to repay any L/C Borrowing or Bidco Loan Notes Credit
Support Borrowing and any drawing under a Letter of Credit converted into
Revolving Loans, Specified L/C Loans and/or a Term Loan A, as the case may
be, shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement and each such other L/C-
Related Document under all circumstances (unless due to gross negligence or
wilful misconduct of the Issuing Bank), including the following:"
(p) Section 3.08 of the Credit Agreement is hereby amended by deleting
clause (a) contained therein in its entirety and inserting in lieu thereof the
following new clause (a) and the following new clause (d) immediately at the end
of said Section:
"(a) The Company shall pay to the Agent for the account of each of
the Revolving Lenders a letter of credit fee with respect to the Letters of
Credit (it being understood and agreed that for the purpose of this clause
(a), Letters of Credit comprised of Bidco Loan Notes Credit Support shall
be included only to the extent of the Excess
15
Bidco Credit Support Amount) equal to the Applicable Margin per annum
specified for Revolving Loans maintained as Offshore Rate Loans on the
daily maximum amount available to be drawn on the outstanding Letters of
Credit, computed on a quarterly basis in arrears on the last Business Day
of each March, June, September and December based upon Letters of Credit
outstanding for that quarter as calculated by the Agent. Such letter of
credit fees shall be due and payable quarterly in arrears on the last
Business Day of each calendar quarter during which Letters of Credit are
outstanding, commencing on the first such quarterly date to occur after the
Initial Funding Date, through the Revolving Termination Date (or such later
date upon which the outstanding Letters of Credit shall expire), with the
final payment to be made on the Revolving Termination Date (or such later
expiration date).
* * *
(d) The Company shall pay to the Agent for the account of each of the
Term Loan A Lender a fee with respect to the Bidco Loan Notes Credit
Support obligations equal to the Applicable Margin per annum specified for
a Term Loan A maintained as Offshore Rate Loans on the daily maximum amount
of all Bidco Loan Notes Credit Support obligations which are outstanding
and are supported by the Term Loan A Commitment, computed on a quarterly
basis in arrears on the last Business Day of each March, June, September
and December based upon the Bidco Loan Notes Credit Support outstanding for
that quarter as calculated by the Agent. Such fee shall be due and payable
quarterly in arrears on the last Business Day of each calendar quarter
during which the Bidco Loan Notes Credit Support is outstanding, commencing
on the first such quarterly date to occur after the Initial Funding Date,
through the date upon which the Bidco Loan Notes Credit Support shall
expire, with the final payment to be made on such expiration date."
(q) Section 6.03 of the Credit Agreement is hereby amended by deleting
the phrase "Section 395" the second time such phrase appears therein and
inserting in lieu thereof the phrase "Sections 55 through 158, inclusive, and
Section 395."
(r) Section 7.12 of the Credit Agreement is hereby amended by deleting
such section in its entirety the replacing it with the following:
"7.12 Use of Proceeds
------ --------
(a) The Company shall use the proceeds of the Revolving Loans, the
Bidco Note Credit Support supported by the Revolving Loan Commitment (and
related portion of any Bidco Note Credit Support Borrowing supported by the
Revolving Loan Commitment) and Swing Line Loans for working capital and
other general corporate purposes (other than for the purpose of financing a
hostile Acquisition), the refinancing or prepayment of certain Indebtedness
on the Initial Funding Date in connection with the Transaction and the
payment of fees and expenses relating thereto and towards the financing, in
part, of the consideration
16
to be paid by Bidco for the Target Shares pursuant to the Offer, in each
case not in contravention of any Requirement of Law or of any Loan
Document.
(b) Each L/C Borrower shall use the proceeds of Specified L/C Loans
solely for the purpose of financing a reimbursement obligation owing to the
Issuing Bank in connection with a drawing under the Klearfold Letter of
Credit or the AGI Letter of Credit.
(c) The Company shall apply the proceeds of all Term Loan A and Term
Loan B towards the refinancing of certain Indebtedness of the Target and
certain Target Subsidiaries as provided in Section 5.02(b), to repay any
---------------
Bidco Loan Notes to the extent the holder thereof has demanded payment or
payment is otherwise due, towards financing, in part, the cash
consideration to be paid by Bidco for the Target Shares pursuant to
acceptances of the Offer, including, the amount of any cash payable to
Target's shareholders whose Target Shares are acquired by Bidco pursuant to
Sections 428-430F of the Companies Act, and towards the payment of fees and
expenses relating thereto. On the Initial Funding Date, the Company shall
be permitted to borrow no more than amount equal to the Aggregate Term Loan
Commitment, less the Dollar Equivalent, as determined by the Agent on
----
September 10, 1998, of (Pounds)5,038,598 (such Dollar Equivalent
representing the amount of the Term Loan A Commitment being utilized to
support the Bidco Loan Notes Credit Support issued on the Initial Funding
Date).
(d) The Company hereby acknowledges and agrees that the aggregate
Dollar Equivalent of Loans, obligations related to the Bidco Loan Note
Credit Support related to the Term Loan A Commitment and L/C Obligations
incurred in connection with the purchase of Target Shares payment of fees,
and Indebtedness to be refinanced in connection with the acquisition of
Target pursuant to the Offer shall not exceed $134,000,000.
(s) Clause (j)of Section 8.01 of the Credit Agreement is hereby
amended by deleting the reference to "Section 8.05(h)" therein and inserting
in lieu thereof "Section 8.05(i)".
---------------
(t) Section 8.05 of the Credit Agreement is hereby amended by deleting
clauses (h) and (i) as they appear therein and replacing them with the
following:
(h) Indebtedness under the Bidco Loan Notes owing to the sellers of
the Target Shares and secured by the Bidco Loan Notes Credit Support:
(i) other indebtedness in addition to indebtedness permitted above
in an aggregate amount outstanding not to exceed $5,000,000 (including
Indebtedness secured by Liens permitted by Section 8.01(i) and (j)) on and
--------------
before December 31, 1998 and thereafter $3,500,000; and"
(u) The proviso contained at the end of Section 8.05 is hereby amended
by deleting said proviso in its entirety and inserting in lieu thereof the
following new proviso:
17
"provided, however, that in no event will any Credit Party or any of
--------- -------
its Subsidiaries incur more than (x) at any time on and before
December 31, 1998, $5,000,000 and (y) thereafter, $3,500,000, of
Indebtedness under Section 4.09(x) of the Senior Subordinated Note
Indenture as in effect on the Announcement Date (whether or not
permitted by this Section 8.05) except Indebtedness incurred pursuant
------------
to this Agreement."
(v) Clause (a) of Section 8.11 of the Credit Agreement is hereby
------------
amended by deleting the phrase "the Contributing Shareholders" appearing in
subclause (z) contained therein and inserting in lieu thereof the phrase "its
shareholders".
(w) Section 8.16 of the Credit Agreement is hereby amended by deleting
the second period test therein for the coverage ratio of 3.50:1.00 and replacing
it with the following new period:"
"From and including December 31, 1999 3.50:1.00"
through and including December 30, 2000
(x) Section 10.07 of the Credit Agreement is hereby amended by
-------------
deleting the word "solely" contained therein.
(y) Section 11.05 of the Credit Agreement is hereby amended by
-------------
deleting the phrase "and sole" contained therein.
(z) Clause (a) of Section 11.08 of the Credit Agreement is hereby
amended by inserting the phrase "or delayed" immediately after the phrase
"unreasonably withheld" contained therein.
(aa) Schedules 1(b), 2.01, 2.08(d), 6.05, 6.12, 6.19, 8.01 and 8.04
to the Credit Agreement are hereby amended by deleting said Schedules in their
entirety and inserting in lieu thereof Schedules 1(b), 2.01, 2.08(d), 6.05,
6.12, 6.19, 8.01 and 8.04 attached to this Amendment.
(bb) The Lenders hereby (i) waive the requirement contained in Section
-------
5.02(c) for the delivery of a solvency certificate with respect to Xxxxx Xxxxx-
-------
Swindon, Limited and Xxxxx Xxxxx B.V. and (ii) confirm that the condition
contained in (x) Section 5.02(a) of the Credit is satisfied by virtue of Section
1(aa) of this Amendment and (y) Section 5.02(f) of the Credit Agreement is
satisfied so long as the Equity Investment on the Initial Funding Date is in an
aggregate amount of at least $58,525,000.
18
Section 2. Reference to and Effect Upon the Agreement.
-------------------------------------------
(a) Except as specifically amended above, the Agreement shall
remain in full force and effect and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Bank
under the Agreement, nor constitute a waiver of any provision of the
Agreement, except as specifically set forth herein. Upon the effectiveness
of this Amendment, each reference in the Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean
and be a reference to the Agreement as amended hereby.
(c) Notwithstanding anything to the contrary set forth in this
Amendment, the Credit Agreement (including without limitation Sections
--------
2.03(a) and 2.04(h) thereof), any Loan Document or otherwise, neither the
-------------------
Company nor any L/C Borrower may on or before September 14, 1998 request
that any Loan be maintained other than as a Base Rate Loan, and as such all
Loans shall be Base Rate Loans until at least September 17, 1998.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
Section 4. Headings. Section headings in this Amendment are included
--------
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
Section 5. Counterparts. This Amendment may be executed in any number
------------
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.
Section 6. Effectiveness. This Amendment shall become effective as of
-------------
the date first written above upon the delivery of executed signature pages for
this Amendment signed by the Company, the L/C Borrowers and each Lender.
Section 7. Representations and Warranties. Each of the Company and
------------------------------
each L/C Borrower hereby represents and warrants as to itself that:
(a) The execution, delivery and performance by each such Person of
this Amendment have been duly authorized by all necessary corporate action
and that this Amendment constitutes the legal, valid and binding obligation
of such Person, enforceable against such Person in accordance with their
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws
19
affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability;
(b) Each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the
date hereof as if made on the date hereof (except to the extent such
representations and warranties expressly refer to an earlier date, in which
case they are true and correct as of such earlier date); and
(c) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
Section 8. Reaffirmation of Guaranties. The Company and each L/C
---------------------------
Borrower as a guarantor of the Obligations under the Guaranties and other Loan
Documents, hereby reaffirms its continuing obligations and liabilities
thereunder, and agrees that such Guaranties remain in full force and effect and
cover and extend to all Obligations (whether under the Prior Loan Document or
the Credit Agreement (as amended hereby).
[Signature Pages Follow]
20
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by its
duly authorized officer as of the date first written above.
IMPAC GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Title: CHIEF FINANCIAL OFFICER
--------------------------------------
AGI INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Title: CHIEF FINANCIAL OFFICER
--------------------------------------
KLEARFOLD, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Title: CHIEF FINANCIAL OFFICER
--------------------------------------
BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, as Agent
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Title: VICE PRESIDENT
--------------------------------------
BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, Individually as a Lender,
the Swing Line Lender and the Issuing Bank
By: /s/
-----------------------------------------
Title: VICE PRESIDENT
--------------------------------------
[TO FIRST AMENDMENT]
21
SCHEDULE 1(b)
-------------
SCHEDULE OF TARGET UK SUBSIDIARIES
----------------------------------
Xxxxxxx Robor Labels Limited 3117491
Xxxxx Xxxxx Limited 1117887
Xxxxxxx Robor Audio & Computer Services Limited 785427
Sonicon Limited 1430722
Pinepoint Limited 1216789
Xxxxxxx Robor Sales Limited 1113287
Tophurst Properties Limited 1016278
Admat Labels Limited 962640
X. Xxxxxxx & Co Limited 131709
TRG Graphics Limited 1636929
Arun Labels Limited 1465536
R&B Litho Reprographics Limited 1388295
Icon Communications Limited 1836634
Xxxxxxx Robor Packaging Limited 1077131
TR Displayprint Limited 1611415
Pinepoint Colour Response Limited 1459838
TR ESOP Trustee Limited 03031446
Xxxxxxx-Xxxxx (Overseas) Limited 904654
SCHEDULE 2.01
-------------
COMMITMENTS
-----------
AND PRO RATA SHARES
-------------------
Revolving
Loan Pro Rata Term Loan Pro Rata Term Loan Pro Rata
Lender Commitment Share A Share B Share
------ ---------- -------- --------- -------- --------- --------
Bank of
America
National
Trust &
Savings
Association $53,000,000 100% $37,000,000 100% $64,000,000 100%
----------- -------- ----------- -------- ----------- --------
TOTAL $53,000,000 100% $37,000,000 100% $64,000,000 100%
----------- -------- ----------- -------- ----------- --------
SCHEDULE 2.08(d)
---------------
On the Last
Business Day of each
Fiscal Quarter
Ending After the
Initial Funding Date
Commencing with
the First Full Fiscal
Quarter Occurring
after the Initial
Funding Date Term Loan A Payment Term Loan B Payment Total Payment
1st $ 92,500 $ 160,000 $ 252,500
2nd 92,500 160,000 252,500
3rd 92,500 160,000 252,500
4th 92,500 160,000 252,500
5th 92,500 160,000 252,500
6th 92,500 160,000 252,500
7th 1,500,000 160,000 1,820,000
8th 1,500,000 160,000 1,820,000
9th 1,500,000 160,000 1,820,000
10th 1,500,000 160,000 1,820,000
11th 2,000,000 160,000 2,160,000
12th 2,000,000 160,000 2,160,000
13th 2,000,000 160,000 2,160,000
14th 2,000,000 160,000 2,160,000
15th 2,500,000 160,000 2,660,000
16th 2,500,000 160,000 2,660,000
17th 2,500,000 160,000 2,660,000
18th 2,500,000 160,000 2,660,000
19th 3,111,250 160,000 3,271,250
20th 3,111,250 160,000 3,271,250
21st 3,111,250 160,000 3,271,250
22nd 3,111,250 160,000 3,271,250
or such other amount as
shall then be outstanding
23rd 15,120,000 15,120,000
24th 15,120,000 15,120,000
25th 15,120,000 15,120,000
26th 15,120,000 15,120,000
or such other amount or such other amount
as shall then as shall then
be outstanding be outstanding
TOTAL $37,000,000 $64,000,000 $101,000,000
SCHEDULE 6.05
-------------
Litigation
See attached letter to Office of U.S. Trustee regarding PTP Industries,
Inc. Bankruptcy from Xxxxxxxxxxx & Associates, dated February 27, 1998 and the
possible claims referred to therein.
There is a claim for DM 500,000 by Euro Carton against Tins1ey Robor's
Dutch operating company for an alleged breach of patent. We are advised by
Tins1ey Robor's solicitors that management and legal counse1 believe that this
claim will not succeed. However, a court hearing in Germany is set for October
1998.
Aside from this instance no other findings have been made and subject to
the above the Xxxxxxx Robor Group is not engaged in any dispute which is
presently the subject of or which is expected to lead to litigation giving rise
to liability exceeding (Pounds)100,000.
SCHEDULE 6.12
-------------
Environmental Matters
As of March 15, 1996, there were two underground storage tanks
1ocated at the Louisa, Virginia facility, one 10,000 gallon tank containing
diesel fuel and one 550 ga11on tank containing waste oil, both of which have
since been removed.
Adjacent properties on the east and north in the vicinity of the
Melrose Park facility are listed as leaking underground storage tank (LUST)
sites.
Asbestos containing materials may be present at the Melrose Park
facility and the Franklin Park facility.
AGI did not maintain detailed records of any fountain solution and
blanket wash usage and formulation for its Melrose Park facility.
AGI may have used isopropyl alcohol as a blanket wash at its Melrose
Park facility after March 15, 1996.
Certain customer specifications include the use of isopropyl alcohol
as a blanket wash for certain materials produced at the Melrose Park facility.
The property located immediately west of AGI's Jacksonville facility
reportedly contains a leaking underground tank.
AGI formerly discharged press washwaters from its Jacksonville
facility to the local Publicly Operated Treatment Works.
According to ENSR's report entitled "Environmental Due Diligence
Evaluation" of three AGI sites 1ocated in Illinois, dated February 1998, a prior
occupant of the Franklin Park facility reportedly removed a 1eaking underground
tank from the premises.
All matters in the following environmental reports delivered to the
Agent:
1. Evaluation of Three AGI sites in Illinois performed by
ENSR - February 1998;
2. Phase I ESA Klearfold property, Louisa, VA by RT
Environmental Services, Inc. - March 15, 1996; and
3. Environmental Due Diligence Report relating to Target
and its Subsidiaries prepared by ENSR International Ltd.
on July 6, 1998.
are deemed to be disclosed herein.
SCHEDULE 6.19
-------------
Capitalization; Subsidiaries and Minority Interests
(a) Subsidiaries
(i) IMPAC Group, Inc.:
-----------------
Klearfold, Inc. - all of the issued and outstanding shares (100)
of common stock of Klearfold, Inc. are owned by the Company.
AGI Incorporated - all of the issued and outstanding shares (100)
of common stock of AGI Incorporated are owned by the Company.
IMPAC Europe Public Limited Company, a public limited company
incorporated under the laws of England and Wales - ninety-nine (99) shares
of capital stock of IMPAC Europe Public Limited Company are owned by the
Company, and one (1) share of capital stock of IMPAC Europe Public Limited
Company is owned by Levelprompt Limited.
Levelprompt Limited, a private limited company incorporated under
the laws of England and Wales - all of the issued and outstanding shares of
capital stock of Levelprompt Limited are owned by IMPAC.
(ii) Klearfold, Inc.:
---------------
KF-Delaware, Inc. - all of the issued and outstanding shares
(100) of common stock of KF-Delaware, Inc. are owned by Klearfold, Inc.
KF-International, Inc. - all of the issued and outstanding shares
(1,000) of common stock of KF-International, Inc. are owned by Klearfold,
Inc.
(iii) IMPAC Europe PLC
----------------
Upon completion of the Acquisition of Target, including the
Squeeze-Out, IMPAC Europe Public Limited Company will own all of the issued
and outstanding shares of capital stock of Xxxxxxx Robor PLC, a public
limited company incorporated under the laws of
England and Wales. Tins1ey Robor PLC is the beneficial owner of one hundred
percent of the shares of capital stock of each of its subsidiary companies
as shown on Attachment A to the Schedule 6.19. In addition, Xxxxx Xxxxx
------------ -------------
Holding B.V., a limited company organized under the laws of the Netherlands
and a wholly-owned subsidiary of Xxxxxxx Robor plc, is the beneficial owner
of all of the issued and outstanding shares of capital stock of Van Xx
Xxxxx Packaging BV, a limited company organized under the laws of the
Netherlands, Xxxxx Xxxxx GmbH, a limited company organized under the laws
of Austria, and Printing Resources Limited, a corporation organized under
the laws of Ireland.
(b) Equity Investments
None
(c) Capitalization
Upon completion of the investments pursuant to the Stock Purchase Agreement
dated on September 10, 1998 among the Company, Heritage Fund I, L.P. Heritage
Fund II, L.P., Xxxxxxx Xxxxx and certain other investors, the capitalization of
the Company will be as follows:
(i) Authorized: 1,000,000 shares of Series A Common Stock
(ii) Issued and Outstanding: 196,245.5 shares of Series A Common Stock, held
as set forth below:
Number of
Name of Holder Shares
------------------------------------ ---------
Heritage Fund II, L.P. 72,297.08
Heritage Fund I, L.P. 58,074.27
Xxxxxxx Xxxxx 19,005.35
Xxxxxx X. Xxxxxx, Xxxxxxx X. 7,958.5
Xxxxxx, and H. Xxxxx Xxxxxx, as
Trustees under an Irrevocable Deed
of Trust dated 08/12/92 f/b/o H.
Xxxxx Xxxxxx
Xxxxx Xxxxxxxxxxx 6,227
Xxxxxx X. Xxxxxx 4,964
Number of
Name of Holder Shares
------------------------------------ ---------
Xxxxxxx Xxxxxxxxxxx 4,440
Freya Block, as Trustee of the 4,024
Xxxxxxx X. Block Family Trust
u/t/a dated 4/1/94
Xxxxxxx X. Xxxxxx and Xxxxxx X. 3,916
Xxxxxx, as Trustees under an
Irrevocable Deed of Trust dated
06/04/96 of Xxxxxx X. Xxxxxx
Xxxx Xxxxxx 3,782
Xxxxx Xxxxxxxxx 3,318.47
Xxxx Xxxxxxx 2,941
Xxxxxx X. Xxxxxxxx, as Trustee of 1,551.94
the Xxxxxx Xxxxxxxx Trust dated
5/17/92
Xxxx Xxxxxxx 1,029
Xxxxx Xxxxxxxx 588
Xxxx XxXxxxxxx 499.39
Xxxxxx XxXxxx 484
Xxxx Xxxxxxx Xxxxxxx 484
Xxxxxx Xxxxxxx 220.5
Zenas Block 147
Xxxxxx Xxxxxx 73.5
Xxxxxx Xxxxxxx 73.5
Xxxxx Xxxxxx 73.5
Xxxxxxx Xxxxxxx 73.5
---------
TOTAL 196,245.5
(iii) Options:
The following options for the purchase of shares of the Company's Series A
Common Stock have been granted pursuant to the Company's 1998 Stock Option Plan:
Options for
following
Number of
Optionees Shares
--------- -----------
Xxxxxx Xxxxxx 152
Xxxxxx Xxxxxxx 152
Xxxxxxx Xxxxxxx 000
Xxxxx Xxxxxx 000
Xxxxxx Xxxxxxx 152
Xxxxx Xxxxxxx 152
Xxxx XxXxxxxxx 152
Stock to be issued under these options is to be acquired by the Company from the
Herrins and their respective trusts, pursuant to the Stock Purchase Agreement
dated as of March 12, 1998, which is listed as item (e) in Schedule 8.06 hereto.
-------------
Pursuant to a 1etter agreement regarding equity recapitalization, dated as of
September 10, 1998, entered into among the Company and its stockholders, and on
the terms and conditions set forth therein, the Company has agreed to offer
certain shares of its common stock to its employees and to adopt a stock option
plan providing for the issuance of options representing 10% of its outstanding
common stock (on a fully-diluted basis).
ATTACHMENT F1
TO SCHEDULE 6.19
COPY UNREADABLE
SCHEDULE 8.01
-------- ----
Existing Liens
Liens disclosed in lien searches conducted by the Agent, copies of
which have been delivered to the Agent as set forth below.
Liens in connection with hire purchase and finance leases of Target
and its Subsidiaries.
(SEE ATTACHED)
SCHEDULE 8.01
FILING SECURED COLLATERAL/OTHER FILING
JURISDICTION DEBTOR UCC NUMBER PARTY INFORMATION DATE
Sec of State, Illinois AGI, Inc. X 3216642 Scitex America Corp. One (1) Xxxxx 400 PS 1/28/94
0 Xxx Xxxx Xxxxx One (1) Automatic Trapping
Xxxxxxx, XX 00000 Option; One (1) 32 MB to 64MB
RAM Upgrade; One (1) IRIS 3024
with FRP; One (1) PS/2 to MS
3000 Interface; One (1) PS Link
Sec of State, Illinois AGI, Inc. X 3223646 Fuji Photo Film U.S.A., Inc. PSI 300H Processor, serial 2/17/94
000 Xxxxxx Xxxx #81741054; DUI300 Dryer Xxxx
Xxxxxxxx, XX 00000 serial #81745475
Sec of State, Illinois AGI, Inc. X 3231176 Leasetec Corp. Leased Equipment; Dataram 3/11/94
0000 Xxxxx Xxxxxx 128MB; Memory for VAX 65XX
Xxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3231177 Leasetec Corp. Leased Equipment 3/11/94
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3240453 Canon Financial Services, Inc. Canon Fax L700 Serial 4/4/94
000 Xxxxxxxx Xx. Blvd. #UBF56079; Lease #31184.05
Xxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3298783 MLP U.S.A., Inc. One (1) Mitsubishi 5PC-71D, 37" 8/25/94
000 Xxxxxxx Xxxx. x 51"; seven (7) color sheetfed
Xxxxxxxxxxxx, XX 00000 printing press, together with
auxiliary equipment
Sec of State, Illinois AGI, Inc. X *3350647 Leasetec Corporation Electronic, data processing 1/10/95
0000 Xxxxx Xxxxxx equipment, including all
Xxxxxxx, XX 00000 equipment and proceeds covered
by MLA #LA-1138 and Schedule
1.4-1138 for AGI, Inc.
Sec of State, Illinois AGI, Inc. X 3354976 DuPont Printing & Publishing Two (2) Xxxx V 85 Plate 1/23/95
One Xxxxxx Place 500W Processors; One (1) DuPont 37C
Xxxxxx, XX 00000 Xxxx XX Film Processor; One (1)
DuPont Waterproof Laminator,
One (1) DuPont Waterproof
Washoff Unit
Sec of State, Illinois AGI, Inc. X 3378615 Security Pacific Equipment Various equipment under lease 3/21/95
Leasing, Inc.
0 Xxxxxxxxxxx Xxxxxx, Xxx.
0000
Xxx Xxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3399474 DuPont Printing & Publishing One (1) DuPont 49C Xxxx XX Film 5/12/95
1 Xxxxxx Place, 500W Processor, complete with all
Xxxxxx, XX 00000 present and future attachments,
replacements, substitutions and
additions
Sec of State, Illinois AGI, Inc. X 3408938 Canon Financial Services, Inc. Various equipment; copiers 6/6/95
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3417819 Security Pacific Equipment Various equipment under lease 6/28/95
Leasing, Inc.
0 Xxxxxxxxxxx Xxxxxx, Xxx.
0000
Xxx Xxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3431192 Digital Financial Services, a Various equipment under lease 8/2/95
division of General Electric
Capital Corporation
000 Xxxxxxxx Xx.
Xxxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3451493 Bobst Group, Inc. One (1) Bobst Model SP 130 ER 9/27/95
000 Xxxxxxxx Xxx. 11 Die Cutter/Blanker S/N 057702
Xxxxxxxx, XX 00000 101, with all parts, accessories
and attachments
Sec of State, Illinois AGI, Inc. X 3471665 Canon Financial Services, Inc. Various equipment under lease 11/17/95
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3541204 MAN Xxxxxx, Inc. One (1) new MAN Xxxxxx 700 5/15/96
Sheetfed Press Division Series; Six Color Offset
000 X. Xxx Xxxx Xxxxx Printing Press, S/N:
Xxxxxxxx, XX 00000 26087B/7820, including all
accessories and components
Sec of State, Illinois AGI, Inc. X 3555334 Security Pacific Equipment Equipment generally described 6/18/96
Leasing, Inc. as personal property leased
000 Xxxxxxxxxx Xx., 0xx Xx. under lease agreement
Xxx Xxxxxxxxx, XX 00000
Xxx xx Xxxxx, Xxxxxxxx AGI, Inc. X 3567055 The CIT Group/Equipment (3) Hanagata HP-1021; (2) JD 7/18/96
Financing, Inc. 2012 Shrinktunnel; (1) Weldotron
000 Xxxxxxx Xxxxxxx 7221 Tunnel (various equipment
Xxxxxxx, XX 00000 under lease)
Sec of State, Illinois AGI, Inc. X 3596793 Sanwa Business Credit Corp. Six (6) new 1996 Kalmar AC 10/9/96
One X. Xxxxxx Dr. Forklift Model C30BL, including
Xxxxxxx, XX 00000 parts, repairs, attachments, etc.
Sec of State, Illinois AGI, Inc. X 3603236 Canon Financial Services, Inc. Equipment; copiers under lease 10/25/96
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3607664 LMA Capital Group, LLC 00 Xxxxx Xxxxx XX-00 Lease 11/6/96
2000 Xxxxxx St., Ste. 1203 No. X00000000
Xxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3611981 LMA Capital Group, LLC 00 Xxxxx Xxxxx XX-00 11/14/96
0000 Xxxxxx Xx., Xxx. 0000
Xxxxxxxxxx, XX 00000
Assignee:
CTT Group/Equipment
Financing, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3662338 Digital Financial Services, Various equipment under lease 3/12/97
a division of General Electric
Capital Corporation
0000 Xxxxxxxx Xx.
Xxxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3675586 Sanwa Business Credit Corp. One 1997 Kalmar AC Forklift, 4/10/97
One X. Xxxxxx Dr. including replacements, parts,
Xxxxxxx, XX 00000 repairs, attachments, accessories
Sec of State, Illinois AGI, Inc. X 3677481 DuPont Printing & Publishing One waterproof system 4/15/97
0 Xxxxxx Xxxxx, 000X
Xxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3683359 Patriot Printing Ink Co. All printing ink materials, 4/28/97
0000 X. 00xx Xxx. supplies and equipment bearing
Xxxxxxxxx, XX 00000 the label Patriot Printing
Assignee: Patriot Ink Co.
Printing Ink Company, LLC
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3683360 Patriot Printing Ink Co. All printing ink materials, 4/28/97
0000 X. 00xx Xxx. supplies and equipment bearing
Xxxxxxxxx, XX 00000 the label Patriot Printing
Assignee: Patriot Ink Co.
Printing Ink Company, LLC
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3704210 Security Pacific Equipment Various equipment under lease 6/17/97
Leasing, Inc.
000 Xxxxxxxxxx Xx., 0xx Xx.
Xxx Xxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3737139 Security Pacific Equipment Various equipment under lease 9/9/97
Leasing, Inc.
000 Xxxxxxxxxx Xx., 0xx Xx.
Xxx Xxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3748725 Canon Financial Services, Inc. Copier under lease 10/8/97
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Sec of State, Illinois AGI, Inc. X 3872858 Summit Funding Group, Inc. Various equipment under lease 6/29/98
Sec of State, Illinois AGI, Inc. X 3875853 Relational Funding Corp. Various equipment under lease 7/7/98
Xxxx County, Illinois AGI, Inc. X 97U12944 Security Pacific Equipment Various equipment under lease 10/27/97
Leasing, Inc.
000 Xxxxxxxxxx Xx., 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxx County, Illinois AGI, Inc. 95-656324 Bobst Group, Inc. Fixture statement
000 Xxxxxxxx Xxx. -----------------
Xxxxxxxx, XX 00000 That certain real property
located at
0000 Xxxxx Xxxx Xxxxxx,
Xxxxxxx Xxxx, XX 00000
Xxxxxx County, Illinois AGI, Inc. X 445847 Security Pacific Equipment Equipment generally described 3/20/95
Leasing, Inc. as personal property leased
4 Embarcadero Center, under lease agreement
Ste. 0000
Xxx Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxx, Xxxxxxxx AGI, Inc. X 448061 Security Pacific Equipment Equipment generally described 3/26/95
Leasing, Inc. as personal property leased
4 Embarcadero Center, under Lease Agreement
Ste. 1200 #950018
Xxx Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxx, Xxxxxxxx AGI, Inc. X 457466 Security Pacific Equipment Fixture filing
Leasing, Inc.
0 Xxxxxxxxxxx Xxxxxx,
Xxx. 0000
Xxx Xxxxxxxxx, XX 00000
Xxxxxx County, Illinois AGI, Inc. X 473907 Security Pacific Equipment Equipment generally described 3/23/98
Leasing, Inc. as personal property leased
000 Xxxxxxxxxx Xxxxxx, under Lease Agreement
0xx Xxxxx #000000
Xxx Xxxxxxxxx, XX 00000
Dept of State, AGI, Inc. X 000000 Xxxxxx: Various equipment under lease 5/29/97
New York Canon Financial Services, Inc.
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Dept of State, AGI, Inc. X 139308 Summit Funding Group, Inc. Various equipment under lease 6/29/98
New York
New York County, AGI, Inc. X 97PN250l3 Lessor: One Copier, Model NP6035 6/6/97
New York Canon Financial Services, Inc.
000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxxx, XX 000x0
New York County, AGI, Inc. ref no: Plaintiff: Interstate Amount: $3,574.00
Xxx Xxxx X000000 Industrial Supplies of
Suit: SC
06044490-90
New York County, AGI, Inc. ref no: Plaintiff: Mastrix Amount: $8,315.00
Xxx Xxxx X000000 Graphics, Inc.
Suit: XX-
00000000-00
Xxx Xxxx Xxxxxx, AGI, Inc. X 98PN34996 Summit Funding Group, Inc. Various equipment under lease 7/7/98
New York
Dept of State, Klearfold, X 232100 Atlantic Commercial Alliance (1) Reconditioned 1992 Yale 11/4/93
New York Inc. Inc. Doubel Reach truck
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Assignee:
First Bank Richmond, SB
X.X. Xxx 0000
Xxxxxxxx, XX 00000
Sec of Commonwealth, Klearfold, X 21440469 MetLife Capital Corp Bobst Model SP I 120-BR Die 12/8/92
Pennsylvania Inc. C97550 Cutter; Bobst Model SP 1260-
Xxxxxxxx, XX 00000 EGC Die Cutter; equipment
under lease
Sec of Commonwealth, Klearfold, X 21611634 Phoenixcor, Inc. One Model KP Royal 33" high 2/4/93
Pennsylvania Inc. 00 Xxxxx Xx. speed, high productive 180 pre
Xxxxx Xxxxxxx, XX 00000 folder/gluer/w/standard factory
equipment inclusive of main
drive and controls
Sec of Commonwealth, Klearfold, X 22591308 Xxxxxx Financial Corp. Various equipment under lease 11/18/93
Pennsylvania Inc. 000 Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Assignee:
TransFinancial Leasing Corp.
000 Xxxxxxx Xxxx Xxxx,
Xxx. 000
Xxxx Xxxxxx, XX 00000
Sec of Commonwealth, Klearfold, X 22670897 Lessor: Various equipment under lease 12/15/93
Pennsylvania Inc. Bobst Group, Inc.
000 Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000
Sec of Commonwealth, Klearfold, X 22730094 UJB Leasing Corporation Model KF Royal folder/gluer 1/4/94
Pennsylvania Inc. 00 Xxxx Xxxxx Xx. as described on the attached
Xxxxxxxxxx, XX 00000 schedule; leased equipment
Sec of Commonwealth, Klearfold, X 22730097 UJB Leasing Corporation Model KF Royal folder/gluer 1/4/94
Pennsylvania Inc. 00 Xxxx Xxxxx Xx. as described on the attached
Xxxxxxxxxx, XX 00000 schedule; leased equipment
Sec of Commonwealth, Klearfold, X 22750441 General Electric Capital Corp. One Royal Zenith Planeta 1/11/94
Pennsylvania Inc. 00 Xxxxxx Xxxx/Xxxx, Xxx. 000 Variant 6 Color 40" Press as
0000 Xxxxxx Xxxxxxx West described on Annex A
Xxxx Xxxx, XX 00000
Sec of Commonwealth, Klearfold, X 23180063 General Electric Capital Corp. Various equipment as more 5/31/94
Pennsylvania Inc. 00 Xxxxxx Xxxx/Xxxx, Xxx. 000 fully described on
0000 Xxxxxx Xxxxxxx Xxxx Xxxxx X
Xxxx Xxxx, XX 00000
Sec of Commonwealth, Klearfold, X 23481416 General Electric Capital Corp. One new Xxxxxxx Window 9/6/94
Pennsylvania Inc. 00 Xxxxxx Xxxx/Xxxx, Xxx. 000 Patching and lining machine
0000 Xxxxxx Xxxxxxx West including Timed Belt feed.
Blue Xxxx, XX 00000
Sec of Commonwealth, Klearfold, X 23650699 CIT Group Equipment Leased property more fully 10/26/94
Pennsylvania Inc. Financing, Inc. described on Exhibit A
0000 X. Xxxxxxxxxxxx Xxxx,
Xxx. 000
Xxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 23950409 X.X. XxXxxx De Nemours & Co. **no attachment 1/20/95
Pennsylvania Inc. Xxx. 000 & Xxxxxxxxx Xxxx
Xxxxxx Xxxx Xxxxx 15-2282
Wilmington, DE 19880-0015
Sec of Commonwealth, Klearfold, X 24091702 Xxxxxxx Leasing Corp One Xxxxxxx Eaal-R30TT; One 3/20/95
Pennsylvania Inc. 00 X. Xxxxx Xx Xxxxxx Xxxxxxx; One Mac Charger
Xxxxxx, XX 00000
Sec of Commonwealth, Klearfold, X 24390784 Xxxxxx Financial Corp. Various equipment under lease 6/15/95
Pennsylvania Inc. 000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 24550400 New England Capital Corp Various equipment under lease 8/7/95
Pennsylvania Inc. 00 Xxxx Xxxxxx Xxxx
Xxxx, XX 00000
Sec of Commonwealth, Klearfold, X 24640556 New England Capital Corp Various equipment under lease 9/5/95
Pennsylvania Inc. 00 Xxxx Xxxxxx Xxxx
Xxxx, XX 00000
Sec of Commonwealth, Klearfold, X 24670503 General Electric Capital Corp One Wide Web Vinyl 9/14/95
Pennsylvania Inc. 18 Sentry Park/West Ste. 450 Cutting Machine and any and
0000 Xxxxxx Xxxxxxx West all attachments
Blue Xxxx, XX 00000
Sec of Commonwealth, Klearfold, X 24670504 General Electric Capital Corp Four HVAC Model DBHB- 9/14/95
Pennsylvania Inc. 00 Xxxxxx Xxxx/Xxxx, Xxx. 000 X000X 20, Rooftop, Cooling
0000 Xxxxxx Xxxxxxx West Only Systems, with any and all
Xxxx Xxxx, XX 00000 attachments
Sec of Commonwealth, Klearfold, X 24981542 Advanta Business Services Corp. All of debtors right, title & 12/10/95
Pennsylvania Inc. X.X. Xxx 0000 interest in and to that certain
Xxxxxxxx, XX 00000-0000 software license agreement
between equipment vendor and
debtor
Sec of Commonwealth, Klearfold, X 25001386 Secured Party: Various manufacturing 12/22/95
Pennsylvania Inc. FSG Leasing, Inc. machines
000 Xxxxxx Xxxxxx Xx.
Xxxxxx, XX 00000
Assignee:
CIT Group Equipment
Financing, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 25001390 CIT Group Equipment Various manufacturing machines 12/22/95
Pennsylvania Inc. Financing, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 25110970 Advanta Business Services Various equipment 1/30/96
Pennsylvania Inc. Corp.
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 25260441 Associates Leasing, Inc. One used Nissan Forklift 3/18/96
Pennsylvania Inc. 0000 Xxxxxxxxxx Xx. Model C50Y
Xxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 25580668 Norwest Equipment Finance Inc. Various equipment 6/21/96
Pennsylvania Inc. 000 Xxxxxxxxx Xxx. under lease
Xxxxxxxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 25580670 Norwest Equipment Finance Inc. Various equipment 6/21/96
Pennsylvania Inc. 000 Xxxxxxxxx Xxx. under lease
Xxxxxxxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 25890516 Canon Financial Services, Inc. Copiers 9/25/96
Pennsylvania Inc. 000 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000-0000
Sec of Commonwealth, Klearfold, X 26020089 X.X. Xxxxxx Xx Xxxxxxx & Xx. Xxxxxxxxxx Wash-off Unit; 10/31/96
Pennsylvania Inc. 0000 Xxxxxx Xx. Waterproof Laminator; Howson
Xxxxxxxxxx, XX 00000 MKIV 105 Plate Processor
Sec of Commonwealth, Klearfold, X 26551354 X.X. XxXxxx De Nemours & Co. One used 40" Autoneg 4/10/97
Pennsylvania Inc. Xxx. 000 & 00 XXXX Xxxxx Proc
Barley Mill Plaza 30-2221
Xxxxxxxxxx, XX 00000
Sec of Commonwealth, Klearfold, X 26830166 Man Xxxxxx Inc. One Man Xxxxxx 706LTLV 40" 6/26/97
Pennsylvania Inc. Sheetfed Press Division Double Coated Offset Printing
000 X. Xxx Xxxx Xx. Press with standard equipment and
Xxxxxxxx, XX 00000-0000 optional accessories
Sec of Commonwealth, Klearfold, X 28610265 INX International Ink Xxxxxx Xxx Proofing and Press, 2/27/98
Pennsylvania Inc. Company various scales, curing unit,
mixers and office and other
specific equipment
Sec of Commonwealth, Klearfold, X 29291429 Associates Leasing, Inc. Used NISSAN Model C50K 8/19/98
Pennsylvania Inc.
Buck County, Klearfold, X 92-63929 Bobst Equipment Finance Bobst Model SP 1 120-ER Die 12/8/92
Pennsylvania Inc. Company, Inc. Cutter; Bobst Model SP 1260-
000 Xxxxxxxx Xxx. EGC Die Cutter, leased equipment
Xxxxxxxx, XX 00000
Assignee: MetLife Capital
Corporation C-97550
Xxxxxxxx, Xxxxxxxxxx 00000
Bucks County, Klearfold, X 93-60252 Phoenixcor, Inc. One model IKF Royal 33" high 1/27/93
Pennsylvania Inc. 00 Xxxxx Xxxxxx speed, high productive 000
Xxxx Xxxxxx, XX 00000 prefold folder/gluer w/standard
factory equipment inclusive of
main drive motor & controls,
including all replacements,
parts, repair, additions and
attachments. Location of equip:
000 Xxxxxx Xxxx, Xxxxxxxxxx,
XX 00000
Bucks County, Klearfold, X 93-63766 Bobst Equipment Finance Various equipment under lease 12/15/93
Pennsylvania Inc. Company, Inc.
000 Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000
Bucks County, Klearfold, X 94-60001 UJB Leasing Corp Model KF Royal folder/gluer 1/3/94
Pennsylvania Inc. 00 X. Xxxxx Xx. as described on the attached
Xxxxxxxxxx, XX 00000 schedule; Location of equipment:
Xxxxxx Xxxxxxxxxx Xxx Xxxx, Xxx.
000, Xxxxxx, Xxxxxxxx 00000
Bucks County, Klearfold, X 94-60086 General Electric Capital Corp. One Royal Zenith Planeta Variant 1/14/94
Pennsylvania Inc. 00 Xxxxxx Xxxx/Xxxx, Xxx. 000 6 Color 40" Press S/N 148953.
0000 Xxxxxx Xxxxxxx/Xxxx Location: 000 Xxxxxx Xx.,
Xxxx Xxxx, XX 00000 Xxxxxxxxxx, XX 00000
Bucks County, Klearfold, X 94-61595 General Electric Capital Corp. Various equipment 5/19/94
Pennsylvania Inc. 00 Xxxxxx Xxxx/Xxxx, Xxx 000 under lease
0000 Xxxxxx Xxxxxxx/Xxxx
Xxxx Xxxx, XX 00000
Bucks County, Klearfold, X 94-63495 CIT Group/Equipment Leased property more fully 10/26/94
Pennsylvania Inc. Financing, Inc. described on Exhibit A
0000 Xxxx Xxxxxxxxxxxx
Xxx. 000, Xxxxx, XX 00000
Bucks County, Klearfold, X 95-61946 Xxxxxx Financial Corp. Various equipment under lease 6/15/95
Pennsylvania Inc. 000 Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Bucks County, Klearfold, X 95-62612 New England Capital Corp. Various equipment under lease 8/7/95
Pennsylvania Inc. 00 Xxxx Xxxxxx Xxxx
Xxxx, XX 00000
Bucks County, Klearfold, X 95-62982 New England Capital Corp Various equipment under lease 9/6/95
Pennsylvania Inc 00 Xxxx Xxxxxx Xxxx
Xxxx, XX 00000
Bucks County, Klearfold, X 95-63158 General Electric Capital Four (4) HVAC Model DBHB- 9/22/95
Pennsylvania Inc. Corporation W240A; 20 Ton, Rooftop,
0000 Xxxxxx Xxxxxxx West Cooling only system
Xxxx 00/Xxx. 0000
Xxxx Xxxx, XX 00000
Bucks County, Klearfold, X 95-67087 Advanta Business Various equipment under lease; 12/19/95
Pennsylvania Inc. Services Corp. All of the debtor's right,
X.X. Xxx 0000-XXX title and interest in and to
Xxxxxxxx, XX 00000 that certain software license
agreement between the equipment
vendor and the debtor
Bucks County, Klearfold, X 96-60090 CIT Group/Equipment Various manufacturing machines 1/11/96
Pennsylvania Inc. Financing Inc.
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Bucks County, Klearfold, X 96-60091 CIT Group/Equipment Various manufacturing machines 1/11/96
Pennsylvania Inc. Financing Inc.
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Xxxxx Xxxxxx, Klearfold, X 96-60289 Advanta Business Services Various equipment including: 1/30/96
Pennsylvania Inc. Corp. DMP 1912, DMP 670 KEY, DMP
P.O. Box 1228-UCC 000 XXXX XXXX, XXX 000
Xxxxxxxx, XX 00000 ZONE B...
Bucks County, Klearfold, X 96-60816 Associates Leasing Inc. One used Nissan Forklift 3/18/96
Pennsylvania Inc. 0000 Xxxxxxxxxx Xxxxx Model C50Y
Irving, TX 75063-3117
Bucks County, Klearfold, X 97-62236 Man Xxxxxx Inc. One Man Xxxxxx 706LTLV 40" 6/27/97
Pennsylvania Inc. Sheetfed Press Division Double Coater Offset Printing
000 Xxxx. Xxx X Xxxxx Press, with all the standard
Xxxxxxxx, XX 00000 equipment and the following
accessories: Power Plate Loading,
Computer Controlled Inker, Tri-
Services Single Xone Cooling
System, Xxxxxx PPL Punch,
Electronic Plate Scanner,
Register Quality magnifier
Bucks County, Klearfold, X 120850/16- MetLife Capital Corp Bobst Model SP 1120 ER Die Cutter
Pennsylvania Inc. 359-2 C-97550 **Copy of original is unavailable
Xxxxxxxx, XX 00000
Bucks County, Klearfold, X 67923 G.E. Capital Corp (4) H.V.C. Model DBHB-W240A
Pennsylvania Inc. 0000 Xxxxxx Xxxx X. 20 Ton.....
Xxxx Xxxx, XX 00000 ***Copy of original financing
statement is unavailable
Bucks County, Klearfold, X 53258 G.E. Capital Corp Various types of equipment
Pennsylvania Inc. 0000 Xxxxxx Xxxx W. ***Copy of original financing
Xxxx Xxxx, XX 00000 statement is unavailable
Bucks County, Klearfold, X 6201 G.E. Capital Corp I Royal Zenith Planeta Variant 6
Pennsylvania Inc. l787 Sentry Pkwy W. Color 40" Press #148953
Blue Xxxx, XX 00000 ***Copy of original financing
statement is unavailable
Bucks County, Klearfold, X 134307 Bobst Equipment Finance Model SP 103 ER Die Cutter,
Pennsylvania Inc. Co., Inc. Parts & Model SP 1260, EGC
00 Xxxxxxxx Xxx. Die Cutter
Xxxxxxxx, XX 00000 ***Copy unavailable
State Corporation Klearfold, X 9401037390 UJB Leasing Corp Model KF Royal Folder/Gluer as 1/3/94
Commission, Virginia Inc. 00 X. Xxxxx Xx. described on the attached
Xxxxxxxxxx XX 00000 schedule
State Corporation Klearfold, X 9409067057 GE Capital Corp One Xxxxxxx New Window 9/6/94
Commission, Virginia Inc. l787 Sentry Parkway/West Patching and Lining Machine
00 Xxxxxx Xxxx/Xxxx Xxx 000 Model F-1050/2 (two-stream)
Xxxx Xxxx, XX 00000 including timed belt feeder with
any and all attachments and
additions; equip location:
Xxxxxx Xxxxxxxxxx Xxxxxxx,
Xxxxxx, XX 00000
State Corporation Klearfold, X 9410267151 The CIT Group/Equipment Leased equipment 10/26/94
Commission, Virginia Inc. Financing, Inc.
0000 X. Xxxxxxxxxxxx Xxxx,
#000
Xxxxx, XX 00000
State Corporation Klearfold, X 9509057103 New England Capital Corp Various equipment under lease 9/5/95
Commmission, Virginia Inc. 00 Xxxx Xxxxxx Xxxx agreement
Xxxx, XX 00000
State Corporation Klearfold, X 9509147716 GE Capital Corp One wide web vinyl cutting 9/14/95
Commission, Virginia Inc. 0000 Xxxxxx Xxxxxxx/Xxxx machine plus any and all
Building 16, Ste. 200 attachments
Blue Xxxx, PA 19422
State Corporation Klearfold, X 9512287814 CIT Group/Equipment Various manufacturing machines 12/22/95
Commission, Virginia Inc. Financing, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxxxx, Klearfold, X 7092 TransFinancial Leasing Corp. Various equipment under lease
Virginia Inc. 000 Xxxxxxx Xxxx Xx., Xxx. 000
Xxxx Xxxxxx, XX 00000-0000
Louisa County, Klearfold, X 7117 UJB Leasing Corp Various equipment under lease
Virginia Inc. 00 Xxxx Xxxxx Xx.
Xxxxxxxxxx, XX 00000
Louisa County, Klearfold, X 7279 G.E. Capital Corp. One Xxxxxxx New Window Patching
Virginia Inc. 0000 Xxxxxx Xxxxxxx/Xxxx and Lining Machine Model P-1050/2
16 Sentry Park/West, Ste. 200 (two-stream) incl. Timed Belt
Xxxx Xxxx, XX 00000 Feeder S/N 15372-58 with any and
all attachments and additions.
Location: Xxxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxx, XX 00000
Xxxxxx Xxxxxx, Klearfold, X 7280 G.E. Capital Corp. One Xxxxxxx New Window Patching
Virginia Inc. 0000 Xxxxxx Xxxxxxx/Xxxx and Lining Machine Model F-1 050/2
16 Sentry Park/West, Ste. 200 (two-stream) incl. Timed Belt
Xxxx Xxxx, XX 00000 Feeder S/N 15372-58 with any and
all attachments and additions.
Location: Xxxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxxx, XX 00000
Xxxxxx Xxxxxx, Klearfold, X 7325 The CIT Group Equipment Leased equipment
Virginia Inc. Financing, Inc.
0000 Xxxx Xxxxxxxxxxxx
Xxxxxxx, Xxx. 000
Xxxxx, XX 00000
Louisa County, Klearfold, X 7519 FSG Leasing, Inc. Leased equipment
Virginia Inc. 000 Xxxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Louisa County, Klearfold, X 7525 G.E. Capital Corp. Fixture filing
Virginia Inc. 0000 Xxxxxx Xxxxxxx/Xxxx --------------
00 Xxxxxx Xxxx/Xxxx Xxx. 000 One Wide Web Vinyl Cutting
Xxxx Xxxx XX 00000 Machine plus any attachments
Louisa County, Klearfold, X 7526 G.E. Capital Corp. One Wide Web Vinyl Cutting
Virginia Inc. 0000 Xxxxxx Xxxxxxx/Xxxx Machine plus any and all
16 Sentry Park/West, Ste. 200 attachments
Blue Xxxx, PA 19422
Louisa County, Klearfold, X 7603 The CIT Group Equipment Various Manufacturing Machines
Virginia Inc. Financing, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000
SCHEDULE 8.01
[Pages 52, 53 & 54 UNREADABLE]
SCHEDULE 8.04
-------------
Existing Investments
Investments by the Credit Party and each of its Subsidiaries existing on
the Initial Funding Date in those Subsidiaries listed on Schedule 6.19 hereto.
----
Investments by Target in an amount of (Pounds)784,100 in X.X. Xxxxxxxx
Limited incurred in connection with the sale by Target of Howards Labels Limited
as set forth in an agreement for sale and purchase of the entire issued share
capital of Howards Labels Limited.
