Exhibit 10.114
SIXTH AMENDMENT
This Sixth Amendment (this "Amendment") to the Credit Agreement (as
defined below) is entered into as of this 2nd day of November, 1999 among IMPAC
GROUP, INC., a Delaware corporation (the "Company"), AGI INCORPORATED, an
Illinois corporation ("AGI"). KLEARFOLD, INC., a Pennsylvania corporation
("Klearfold", and together with AGI, each a "L/C Borrower" and collectively, the
"L/C Borrowers"), Bank of America, N.A., as Agent (the "Agent"), and the
financial institutions from time to time party thereto (the "Lenders"). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Credit Agreement (as defined below).
RECITALS
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 by
that certain First Amendment dated September 11, 1998, that certain Second
Amendment dated November 13th, 1998, that certain Third Amendment dated November
16, 1998, that certain Fourth Amendment dated December 10, 1998 and that certain
Fifth Amendment dated January 11, 1999 and as the same may be further amended,
supplemented, restated or otherwise modified from time to time in accordance
with its terms and in effect, the "Credit Agreement");
WHEREAS, the Company, the L/C Borrowers, the Agent and the
undersigned Lenders now wish to enter into certain further amendments to the
Credit Agreement to, among other things, permit the Company to acquire all of
the capital stock of Thamesdown Colour Limited, a limited company under the laws
of England and Wales ("Thamesdown") all as more specifically 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. A. Section 1.01 of the Credit Agreement is
hereby amended by inserting the following new definitions in alphabetical order
as appropriate:
"Atlantic" means Atlantic Packaging Corporation, a Delaware
corporation.
"Atlantic Acquisition" means the acquisition by the Company of all
of the issued and outstanding capital stock of Atlantic pursuant to the
Atlantic Acquisition Documents and as more fully described on Schedule
1(c) hereto.
"Atlantic Acquisition Documents" has the meaning specified in
Section 6.25(b) hereto.
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
"Capex Allowance" has the meaning specified in Section 8.19 hereto.
"Charter" has the meaning specified in the final proviso of Section
8.05 hereto.
"Heritage" means Heritage Fund II Investment Corporation, a Delaware
corporation.
"Heritage Subordinated Liquidity Facility" has the meaning specified
in Section 7.20 hereof.
"New Acquisition Documents" has the meaning specified in Section
7.20 hereto.
*****
"***** Acquisition" means the acquisition by the Company or a
Wholly-Owned Subsidiary of the Company of all of the issued shares in each
class of capital stock of ****** pursuant to the ****** Acquisition
Documents and as more fully described on Schedule 1(c) hereto.
"***** Acquisition Documents" has the meaning specified in Section
6.25(b) hereto.
"Subordinated Acquisition Debt" has the meaning specified in Section
8.05(k) hereto.
"Thamesdown" means Thamesdown Colour Limited, a limited company
organized under the laws of England and Wales.
"Thamesdown Acquisition" means the acquisition by the Company of all
of the issued shares in each class of capital stock of Thamesdown pursuant
to the terms of the Thamesdown Acquisition Documents and as more fully
described on Schedule 1(c) hereto.
"Thamesdown Acquisition Documents" has the meaning specified in
Section 6.25(b) hereto.
B. Section 1.01 of the Credit Agreement is hereby amended by
deleting the grid within the definition of "Applicable Margin" and inserting in
lieu thereof the following grid, and then by adding the following proviso at the
end of the text of such definition before the period:
--------------------------------------------------------------------------------
Base Rate Loans Offshore Rate Loans
--------------------------------------------------------------------------------
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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Revolving
Commitment
Fee and
Revolving Loan Term Loan
Revolving Loan and Commitment
Level and Term Loan A Term Loan B Term Loan A Term Loan B Fee
----- --------------- ----------- ----------- ----------- ---
--------------------------------------------------------------------------------
I 1.75% 2.50% 2.75% 3.50% 0.50%
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II 1.50% 2.50% 2.50% 3.50% 0.50%
--------------------------------------------------------------------------------
III 1.25% 2.50% 2.25% 3.50% 0.50%
--------------------------------------------------------------------------------
IV 1.00% 2.50% 2.00% 3.50% 0.375%
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; provided, further, that notwithstanding anything above, for the period from
October 29, 1999 until the date that is the first day after the Compliance
Certificate is delivered to the Lenders pursuant to Section 7.02(b) for the
fiscal year ending December 31, 1999, the Applicable Margin shall be deemed to
be Level I"
C. Section 1.01 of the Credit Agreement is hereby amended by
replacing the definitions of "Bidco" and "Target" in such section with the
following:
"Bidco" shall mean IMPAC Europe Holdings Limited (f/k/a IMPAC
Europe Public Limited Company, a public limited company incorporated under the
laws of England and Wales).
"Target" means IMPAC Europe Limited, a limited company
incorporated under the laws of England and Wales f/k/a Xxxxxxx Robor PLC, which
was a public limited company incorporated under the laws of England and Wales
(Registered no. 948646).
D. Section 2.07(j)(ii) of the Credit Agreement is hereby
amended by adding the following language at the end thereof:
" Notwithstanding anything else in this Section 2.07(j)(ii) to the contrary,
proceeds from the issuance by the Company of (I) Subordinated Acquisition Debt
issued in connection with and substantially at the time of either the ******
Acquisition or Atlantic Acquisition (as such Acquisitions are permitted by
Section 8.05(b) hereof) shall be excluded from the requirement to make a
mandatory prepayment under this Section 2.07(j)(ii) to the extent the proceeds
of such Subordinated Acquisition Debt are used to finance either the ******
Acquisition or the Atlantic Acquisition and (II) indebtedness incurred under the
Heritage Subordinated Liquidity Facility in an aggregate principal amount of up
to $4,900,000 shall be excluded from the requirement to make a mandatory
prepayment under this Section 2.07(j)(ii) plus any additional amount for Capital
Leases incurred pursuant to Section 8.10 (c) or (d) as in effect after taking
into account that certain Sixth Amendment to the Credit Agreement."
E. Section 6.25 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"6.25 Transaction Agreements and New Acquisition Documents. (a) The
agreements in connection with the Transaction (including, without limitation,
the Press Release, the Offer Documents, the Equity Document, and the agreements
relating to the refinancing of
* Confidential treatment requested material has been omitted and filed
separately with the commission.
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certain Indebtedness of the Target and certain of its then existing Target
Subsidiaries) ("Transaction Agreements") are, or when executed will be, in full
force and effect, and if previously executed, have not been terminated,
rescinded or withdrawn, and no material portion thereof has been amended or
waived by any party. All requisite approvals by governmental authorities and
regulatory bodies having jurisdiction over a Credit Party and other Persons
referenced therein, with respect to the transactions contemplated by the
Transaction Agreements, have been obtained, and no such approvals impose any
conditions to the consummation of the transactions contemplated by the
Transaction Agreements or to the conduct in any material respect by a Credit
Party and its Subsidiaries of its business thereafter. To the best of each
Credit Party's knowledge, none of any Person's representations or warranties in
the Transaction Agreements contain any untrue statement of a material fact or
omit any fact necessary to make the facts therein not misleading.
(b) The agreements in connection with (i) the Thamesdown Acquisition
(the Thamesdown Acquisition Documents"), (ii) the ***** Acquisition (the
"****** Acquisition Documents"), and (iii) the Atlantic Acquisition (the
"Atlantic Acquisition Documents" and together with each of the Thamesdown
Acquisition Documents and the ****** Acquisition Documents, collectively, the
"New Acquisition Documents") are, or when executed will be, in full force and
effect, and if previously executed, have not been terminated, rescinded or
withdrawn, and no material portion thereof has been amended or waived by any
party. All requisite approvals by governmental authorities and regulatory bodies
having jurisdiction over a Credit Party and other Persons referenced therein,
with respect to the transactions contemplated by the New Acquisition Documents,
have been obtained or will be obtained prior to the consummation of any such
Acquisition, and no such approvals impose any conditions to the consummation of
the transactions contemplated by the New Acquisition Documents or to the conduct
in any material respect by a Credit Party and its Subsidiaries of its business
thereafter. To the best of each Credit Party's knowledge, none of any Person's
representations or warranties in the New Acquisition Documents contain or will
contain when made any untrue statement of a material fact or omit any fact
necessary to make the facts therein not misleading."
F. The Credit Agreement Is hereby amended by adding the
following new Section 7.20:
"Section 7.20 Heritage Subordinated Liquidity Facility. The
Company shall within fourteen (14) days (or such longer period as the Agent
shall permit) after the consummation of the Thamesdown Acquisition:
(a) enter into a Note Purchase Agreement with Heritage,
providing for Heritage to loan the Company at least $4,900,000 in
principal amount of subordinated Indebtedness (the "Heritage Subordinated
Liquidity Facility"), and such subordinated Indebtedness shall (i) be
issued pursuant to fully executed documents, promissory notes and
agreements reasonably acceptable in form and substance to Agent; (ii) be
subject to a valid and effective subordination agreement on customary and
commercially reasonable terms and conditions as determined by the Agent
which are at least as favorable in all material respects to the Lenders as
the subordination provisions set forth in the Senior Subordinated Note
Indenture; (iii) be unsecured; (iv) require no
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*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
more than semi-annual interest payments; (v) have a market interest rate
(as acknowledged by the Agent), which in any event must be less than 12%
per annum (including all capitalized fees and expenses); (vi) have a
maturity date of no earlier than March 31, 2006 and require no scheduled
or mandatory principal prepayments or repayments before the maturity date
except as permitted under Section 8.20(vi)(II) hereof; (vii) have no
financial covenants of any type and have other affirmative and negative
covenants which are no more restrictive than those in the Senior
Subordinated Note Indenture as of the time such Heritage Subordinated
Liquidity Facility is incurred; (viii) not be required to use (and shall
not voluntarily use) the proceeds thereof to prepay the Senior
Subordinated Notes or to redeem the Preferred Stock; and (ix) only be
issued on or after delivery to the Agent of a legal opinion from counsel
to the Company and Heritage reasonably acceptable to the Agent, and in
form and substance acceptable to the Agent including, without limitation,
opinions concerning the execution, delivery, validity and enforceability
of all agreements related to the Heritage Subordinated Liquidity Facility,
opinions that such agreements do not conflict with, violate or require any
prepayments under this Agreement, the Senior Subordinated Note Documents
or the Preferred Stock Documents, and opinions that all Obligations under
this Agreement constitute "Senior Debt" under the Heritage Subordinated
Liquidity Facility; and
(b) provide the Agent with evidence that the Company
shall have received in immediately available funds at least $4,900,000 as
a loan from Heritage under the Heritage Subordinated Liquidity Facility."
G. Subsections 8.01(j) and (k) of the Credit Agreement are
hereby amended in their entirety to read as follows:
"(j) purchase money security interests on any property
acquired or held by a Credit Party or its Subsidiaries in the ordinary
course of business, securing Indebtedness incurred or assumed for the
purpose of financing all or any part of the cost of acquiring such
property; provided that (i) any such Lien attaches to such property
concurrently with or within 20 days after the acquisition thereof, (ii)
such Lien attaches solely to the property so acquired in such transaction
and (iii) the principal amount of the Indebtedness secured by any and all
such purchase money security interests shall not at any time exceed,
together with Indebtedness permitted under Section 8.05(i) $1,500,000;
provided, however, for purposes of this Section 8.01(j), purchase money
security interests created in connection with the construction of new
printing presses or new converting equipment utilized by a Credit Party or
a Subsidiary of a Credit Party shall be permitted in amounts not to exceed
$5,000,000 in the aggregate at any one time outstanding in favor of the
manufacturer(s) of such presses or converting equipment to the extent such
Lien is limited solely to such press or presses or converting equipment
being manufactured, and provided that such Liens secure amounts incurred
in the ordinary course which do not constitute Indebtedness and such Liens
are released in full within ninety (90) days after the completion and
acceptance by the Company of such press or presses or converting
equipment;
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(k) Liens securing Capital Lease Obligations on assets subject
to such Capital Leases, provided that such Capital Leases are otherwise
permitted under Section 8.10(a), (c) or (d); and"
H. Subsection 8.03(b) of the Credit Agreement Is hereby
amended in its entirety to read as follows:
"(b) (I) the Company (indirectly through a Wholly-Owned
Subsidiary) may use up to $8,500,000 in the aggregate to purchase
substantially all of the assets and business of Music Print B.V. whether
or not the Squeeze-Out Date has occurred, so long as such transaction is
consummated on or before November 30, 1998 except for the purchase of the
related real estate which must occur on or before January 30, 1999; and
(II) on and after October 25, 1999 a Credit Party or a
Subsidiary Guarantor or, subject to the limitations set forth below, a
Wholly-Owned Subsidiary of the Company which is not a Subsidiary Guarantor
or a Credit Party may enter into an Acquisition (including the Thamesdown
Acquisition, ***** Acquisition and the Atlantic Acquisition) provided
that (i) in any such Acquisition (whether in one transaction or a series
of related transactions) the aggregate consideration consisting of cash,
assumed Indebtedness and Capital Lease Obligations, earn-outs, promissory
notes or other instruments or similar items (other than common stock of
the Company) (the "Non-Equity Consideration") does not exceed $15,000,000
for a single Acquisition and $25,000,000 for all Acquisitions without the
prior written approval of the Majority Lenders, (ii) no Default or Event
of Default is in existence both before and after giving effect to such
Acquisition (and/or as set forth in clause (vi) below, the creation of a
new Subsidiary), (iii) such Acquisition is undertaken in all material
respects in accordance with all applicable Requirements of Law, (iv) the
target business of, or the assets subject to, such Acquisition are shown
in good faith by the Company to have generated positive EBITDA on a pro
forma basis for the twelve month period immediately preceding the date of
such Acquisition based on assumptions showing cost savings reasonably
acceptable to the Agent, (v) the prior, effective written consent or
approval to such Acquisition of the board of directors or equivalent
governing body of the acquiree is obtained, (vi) such Acquisition shall be
structured as an asset acquisition by a Credit Party or a Subsidiary
Guarantor, or subject to the limitations act forth below, a Wholly-Owned
Subsidiary of the Company which is not a Subsidiary Guarantor or a Credit
Party, or the purchase of all of the capital stock of the target of such
Acquisition by a Credit Party or a Subsidiary Guarantor or, subject to the
limitations set forth below, a Wholly-Owned Subsidiary of the Company
which is not a Subsidiary Guarantor or a Credit Party, provided that such
target or the Person purchasing the assets of such target will be merged
with and into a Credit Party or a Subsidiary Guarantor or shall execute a
counterpart of and become a party to a Guaranty (pursuant to documentation
reasonably acceptable to the Agent) simultaneously with the consummation
of such Acquisition, (vii) the business being acquired is otherwise
permitted by Section 8.13, (viii) except as set forth in paragraph (e)
below, the Agent (on behalf of the Lenders) will simultaneously with the
consummation of such Acquisition be granted a first priority perfected
security interest (subject to Permitted Liens) in any assets being so
acquired and any capital stock
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*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
if a new Subsidiary is being formed, (ix) at least fifty percent (50%) of
the first $10,000,000 of aggregate Non-Equity Consideration and one
hundred percent (100%) of all amounts above $10,000,000 paid in connection
with the ***** Acquisition and the Atlantic Acquisition and one hundred
percent (100%) of the Non-Equity Consideration paid in any other
Acquisition (other than the Thamesdown Acquisition) must be financed
through the substantially simultaneous issuance of Subordinated
Acquisition Debt, the assumption of Capital Leases, and/or the sale by the
Company of additional shares of its common stock (all as otherwise
permitted hereunder) and (x) except with respect to the Thamesdown
Acquisition, the Company shall have received a loan of at least $4,900,000
from Heritage under the Heritage Subordinated Liquidity Facility prior to
the consummation of any such Acquisition."
1. Section 8.03 of the Credit Agreement is hereby further
amended by deleting the "and" at the end of paragraph (d) thereof and by
inserting the following new paragraph (e):
"(e) with respect to the Thamesdown Acquisition and *****
Acquisition, the requirement in subparagraphs (b)(II)(vi) and
(b)(II)(viii) above relating to receipt by the Agent of evidence that
Thamesdown and ****** became Subsidiary Guarantors and that a first
priority perfected security interest in the assets of Thamesdown and
****** was granted to the Agent (on behalf of the Lenders) shall be
waived except to the extent that now or in the future the Company is
required to have any Person or entity acquired pursuant to such
Acquisition (or their successors) guaranty the Senior Subordinated Notes
pursuant to the terms of the Senior Subordinated Note Indenture; provided,
however, that the waiver referenced above will only continue to be
effective to the extent that the Company provides to the Agent within 90
days (or such longer period as the Agent shall agree) after the
consummation of each of the Thamesdown Acquisition and the ******
Acquisition, a written description which is reasonably acceptable to the
Agent describing in reasonable detail the nature and extent of any adverse
tax consequences it reasonably believes it will suffer should such
acquired entities be required to guaranty any Indebtedness hereunder; and"
J. Subsection 8.04(d) of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and inserting in lieu
thereof the following new subsection:
"(d) Investments incurred in order to consummate Acquisitions
otherwise permitted herein except as prohibited by Section 8.09 hereof."
K. Section 8.05(d) of the Credit Agreement is hereby amended
by deleting the "and" at the end of paragraph (i) thereof, inserting the word
"and at the end of paragraph (j) thereof and adding the following new paragraph
(k):
"(k) the Company shall be permitted to issue (I)
$4,900,000 in principal amount of Indebtedness under the Heritage
Subordinated Liquidity Facility in accordance with the terms and
conditions of Section 7.20 hereof, and (II) up to
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*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
$15,000,000 (less the Dollar Equivalent of the amount of any Capital Lease
Obligations assumed (directly or indirectly) in connection with
Acquisitions permitted by Section 8.03(b) other than the Thamesdown
Acquisition) in principal amount of new subordinated indebtedness
("Subordinated Acquisition Debt") so long as such Subordinated Acquisition
Debt (A) is issued pursuant to fully executed documents, promissory notes
and agreements reasonably acceptable in form and substance to Agent; (B)
is subject to a valid and effective subordination agreement on customary
and commercially reasonable terms and conditions as determined by the
Agent which are at least as favorable in all material respects to the
Lenders as the subordination provisions set forth in the Senior
Subordinated Note Indenture; (C) is unsecured; (D) requires no more than
semi-annual interest payments; (E) has a market interest rate (as
acknowledged by the Agent), which in any event must be less than 14% per
annum (including all capitalized fees and expenses); (F) has a maturity
date of no earlier than March 31, 2006 and requires no scheduled or
mandatory principal prepayments or repayments before the maturity date;
(H) has no financial covenants of any type and the other affirmative and
negative covenants with respect thereto are less restrictive than those in
the Senior Subordinated Note Indenture as of the time such Subordinated
Acquisition Debt is incurred; (I) is not required to be used (and is not
voluntarily used) to prepay the Senior Subordinated Notes or to redeem the
Preferred Stock; (3) is only issued on or after delivery to the Agent of a
legal opinion from counsel to the Company and the lender of such
Subordinated Acquisition Debt reasonably acceptable to the Agent, and in
form and substance acceptable to the Agent including, without limitation,
opinions concerning the execution, delivery, validity and enforceability
of all agreements related to the Subordinated Acquisition Debt, opinions
that such agreements do not conflict with, violate or require any
prepayments under this Agreement, the Senior Subordinated Note Documents
or the Preferred Stock Documents, and opinions that all Obligations under
the Credit Agreement constitute "Senior Debt" under the agreements with
respect to the Subordinated Acquisition Debt; and (K) provided that the
Company amend the Charter to ensure that the incurrence of such
Subordinated Acquisition Debt does not have the consequences of the
incurrence of Ratio Debt specified in clauses (A) and (B) of the paragraph
commencing "Notwithstanding the foregoing," in the definition of
"Permitted Indebtedness" in Article 10 of the Charter;"
L. Section 8.06 of the Credit Agreement is hereby amended by
replacing the "and" at the end of paragraph (b) thereof with a ", " and adding
the following new language at the end of such section before the period:
"and (d) the Company shall be permitted to enter into the Heritage
Liquidity Facility and the Subordinated Acquisition Debt and to incur the
Indebtedness thereunder in accordance with the terms and conditions set
forth in this Agreement"
M. Section 8.09 of the Credit Agreement is hereby amended by
adding the following new language at the end of such section before the period:
", the Thamesdown Acquisition Documents and the ***** Acquisition
Documents"
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*Confidential treatment requested: material omitted and filed separately with
the Commission.
N. Section 8.10 of the Credit Agreement is hereby amended by
deleting the "and" at the end of paragraph (b) of such section, deleting the
existing paragraph (c) of such section and by inserting the following new
paragraphs (c) and (d) at the end of such section:
"(c) Capital Leases other than those permitted under clause (a) of
this Section, entered into by a Credit Party or any of its Subsidiaries
after the Initial Funding Date to finance the acquisition of equipment;
provided that the aggregate Capital Lease Obligations for all such Capital
Leases shall not at any time exceed $1,500,000 plus up to an additional
$1,400,000 of Capital Lease Obligations of Music Print B.V. assumed in
connection with the Acquisition of such Subsidiary; and
(d) Capital Lease Obligations of Thamesdown or any other Person
being acquired pursuant to an Acquisition permitted by Section 8.03(b)
which are assumed by the Company (or its Subsidiaries to the extent
permitted under the Senior Subordinated Note Indenture) in connection with
such permitted Acquisitions in an aggregate amount not to exceed the
Dollar equivalent of (pound)1,910,000 in connection with the Thamesdown
Acquisition and $2,600,000 in the aggregate with respect to all other
Acquisitions consummated after October 25, 1999; provided, however, that
the Company shall not incur any Capital Lease Obligations in connection
with any such permitted Acquisition without first causing the Charter to
be amended such that either (i) any such assumed Capital Lease Obligations
shall not cause a reduction in the $40,000,000 basket provided in clause
(i) in the definition of "Permitted Indebtedness" in Article 10 of the
Chatter; or (ii) the assumption of such Capital Lease Obligations shall
not have the consequences of an incurrence of Ratio Debt specified in
clauses (A) and (B) of the paragraph commencing "Notwithstanding the
foregoing," in such definition."
O. Section 8.15 of the Credit Agreement is hereby amended by
deleting the section in its entirety and inserting in lieu thereof the following
new section:
"8.15 Total Leverage Ratio. The Company shall not permit, as of the
last day of each calendar quarter during the periods listed below, its Total
Leverage Ratio at such time for the twelve month period (taken as one accounting
period) then ended, to be greater than the ratio set forth below opposite the
respective period in which the determination is being made:
Period Ratio
------ -----
From and including the Initial Funding Date through and including 6.85:1.00
September 29, 1999
From and including September 30, 1999 through 5.50:1.00
and including December 30, 2000
From and including December 31, 2000 through 5.25:1.00
and including December 30, 2001
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From and including December 31, 2001 through 5.00:1.00
and including December 30, 2002
Thereafter 4.50:1.00"
P. Section 8.16 of the Credit Agreement is hereby amended by
deleting the section in its entirety and inserting in lieu thereof the following
new section:
"8.16 Senior Leverage Ratio. The Company shall not permit, as
of the last day of each calendar quarter during the periods listed below, its
Senior Leverage Ratio at such time for the twelve month period (taken as one
accounting period) then ended, to be greater than the ratio set forth below
opposite the respective period in which the determination is being made:
Period Ratio
------ -----
From and including the Initial Funding Date through and including 3.85:1.00
September 29, 1999
Front and including September 30, 1999 3.50:1.00
through and including December 30, 2000
From and including December 31, 2000 3.25:1.00
through and including December 30. 2001
From and including December 31, 2001 through and 2.75:1.00
including December 30, 2002
From and including December 31, 2002 through and 2.50:1:00
including December 30, 2003
Thereafter 2.00:1.00"
Q. Section 8.17 of the Credit Agreement is hereby amended by
deleting the section in its entirety and inserting in lieu thereof the following
new section:
"8.17 Interest Coverage Ratio. The Company shall not permit,
as of the last day of each calendar quarter during the periods listed below, its
Interest Coverage Ratio at such time for the twelve month period (taken as one
accounting period) then ended, to be less than the ratio set forth below
opposite the respective period in which the determination is being made:
Period Ratio
------ -----
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Period Ratio
------ -----
From and including the Initial Funding Date through and including 1.75:1.00
September 29, 1999
From and including September 30, 1999 2.25:1.00
through and including December 30, 2000
Thereafter 2.50:1.00"
R. Section 8.18 of the Credit Agreement is hereby amended by
deleting the section in its entirety and inserting in lieu thereof the following
new section:
"8.18 Fixed Charge Coverage Ratio. The Company shall not permit, as
of the last day of each calendar quarter during the periods listed below,
its Fixed Charge Coverage Ratio at such time for the twelve month period
(taken as one accounting period) then ended, to be less than the ratio set
forth below opposite the respective period in which the determination is
being made:
Period Ratio
------ -----
From and including the Initial Funding Date 1.70:1.00
through and including December 30, 2001
From and including December 31, 2001 1.80:1.00
through and including December 30, 2002
Thereafter 2.00:1.00"
S. Section 8.19 of the Credit Agreement is hereby amended by
deleting the section in its entirety and inserting in lieu thereof the following
new section:
"8.19 Permitted Capital Expenditures. The Company may make
Capital Expenditures during any fiscal year beginning January 1, 2000, in an
amount not to exceed $27,000,000 (the "Capex Allowance"); provided, however,
that to the extent Capital Expenditures of the Company during any fiscal year
are less than the Capex Allowance for such fiscal year, 50% of the difference
between the Capex Allowance and the actual Capital Expenditures for such fiscal
year may be utilized by the Company and its Subsidiaries solely during the next
fiscal year in addition to the Capex Allowance for such fiscal year.
Notwithstanding anything in this Section 8.19 to the contrary, during the period
from September 1, 1999 to December 31, 1999, the Company and its Subsidiaries
may make Capital Expenditures in an amount not to exceed $ 12,000,000 (such
amount not to he carried forward if not used during such period)."
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T. Section 8.20 of the Credit Agreement is hereby further
amended by deleting the "and" at the end of paragraph (iv) thereof, by deleting
paragraph (v) in its entirety, by inserting the following paragraph (v) and the
following new paragraph (vi):
"(v) The Company shall not amend or modify (i) the rights,
preferences, powers, privileges and restrictions, qualifications, limitations,
terms and conditions of the Preferred Stock or (ii) the Preferred Stock
Documents; provided, however, the Company shall be permitted to amend the
Charter of the Company to the extent necessary to comply with Section
8.05(k)(II)(K), or the proviso to Section 8.10(d) hereof; and
(vi) (I) change or amend the terms of any Subordinated
Acquisition Debt or Heritage Subordinated Liquidity Facility (or any indenture,
note or other agreement in connection therewith) if the effect of such amendment
is to: (1) increase the interest rate on such Subordinated Acquisition Debt or
Heritage Subordinated Liquidity Facility; (2) change the dates upon which
payments of principal or interest are due on such Subordinated Acquisition Debt
or Heritage Subordinated Liquidity Facility other than to extend such dates; (3)
change any default or event of default relating thereto other than to delete or
make less restrictive any default provision therein, or add any covenant with
respect to such Subordinated Acquisition Debt or Heritage Subordinated Liquidity
Facility; (4) change the redemption or prepayment provisions of such
Subordinated Acquisition Debt or Heritage Subordinated Liquidity Facility other
than to extend the dates therefor or to reduce the premiums payable in
connection therewith; (5) grant any security or Lien to secure such Subordinated
Acquisition Debt or Heritage Subordinated Liquidity Facility; (6) change any
subordination provisions, terms or conditions; or (7) change or amend any other
term if such change or amendment would materially increase the obligations of
the obligor or confer additional material rights to the holder of such
Subordinated Acquisition Debt or Heritage Subordinated Liquidity Facility in a
manner adverse to a Credit Party or any of its Subsidiaries, the Agent or any
Lender, or (II) prepay, defease or purchase any Subordinated Acquisition Debt or
Heritage Subordinated Liquidity Facility, except that the Company may
voluntarily prepay the Heritage Subordinated Liquidity Facility at any time
pursuant to a conversion of any Indebtedness outstanding under such Heritage
Subordinated Liquidity Facility into common stock of the Company so long as such
conversion is permitted under and would not trigger or require a prepayment or
redemption of any kind under the Preferred Stock Documents or the Senior
Subordinated Note Documents."
U. Section 8.21 of the Credit Agreement is hereby further
amended by deleting paragraph (v) thereof and replacing it with the following
new paragraph (v):
"(v) in no event shall the aggregate amount of such
intercompany indebtedness owing by the Subsidiaries other than the Credit
Parties to the Credit Parties exceed the amount permitted pursuant to Section
8.04(1) plus $20,000,000, provided, however, that no more than $10,000,000 of
such amount shall be intercompany loans to Van Xx Xxxxx Packaging B.V., and no
more than (x) at any time prior to the date the Target delivers the Target
Security Document, $10,000,000 and (y) thereafter $5,000,000, shall be
attributable to intercompany loans made to a Subsidiary that is not a Subsidiary
Guarantor; provided, further, that in addition to the amounts set forth in this
paragraph (v) above the Company may also make intercompany
-12-
loans to any Wholly-Owned Subsidiary of the Company that will be the acquiror of
Xxxxxxx in an aggregate amount up to $3,00,000 to fund the ****** Acquisition
plus up to $5,500,000 to any Wholly-Owned Subsidiary that may be created to
purchase Atlantic in connection with the Atlantic Acquisition, so long as such
new Subsidiary created in the Atlantic Acquisition becomes a Subsidiary
Guarantor simultaneous with the making of such intercompany loans."
V. Section 9.01(c) of the Credit Agreement is hereby amended
by deleting such subsection in its entirety and inserting in lieu thereof the
following new subsection:
"(c) Specific Defaults. Any Credit Party fails to perform or
observe any term, covenant or agreement contained in any of Sections 7.01, 7.02,
7.03, 7.06, 7.12, 7.16 or 7.20 or in Article VIII; or"
W. Section 9.01(g)(ii) of the Credit Agreement is hereby
amended by inserting before the ";" at the end thereof the following new
language:
", or presentation of a petition for an administration order
under the Insolvency Xxx 0000 [UK]"
X. A new Section 10.13 shall he added to the Credit Agreement
to read in its entirety as follows:
"10.13 Assignment under Dutch Law. In connection with any
assignment and delegation of all, or any part of, the Loans, the Commitments,
the L/C Obligations and the other rights or obligations of any Lender (or former
Lender) hereunder, the Agent is authorized on behalf of both the assignor Lender
and the assignee Lender, without necessity of any notice to or further consent
from such Lenders (or former Lenders, if applicable), to take any action the
Agent deems reasonably necessary or appropriate to assign a corresponding
interest in the community of Lenders (which is a community in accordance with
Article 166 (and subsequent articles) of Book 3 of the Dutch Civil Code),
including without limitation the rights and interests of such assignor Lender
(whether held directly or indirectly through the Agent) under any Loan Documents
in any pledged stock or equity interest of any corporation or other Legal entity
organized under the laws of the Kingdom of the Netherlands and constituting
Collateral, to the assignee Lender. The Agent will notify the Company and each
pledgor of any pledged stock or equity interest of any such corporation or other
legal entity organized under the laws of the Kingdom of the Netherlands of the
assignment of the rights under this Agreement and under any deed of pledge or
similar Loan Documents evidencing such security interest to the assignee Lender
in writing in advance. Each such pledgor and the Company acknowledge and agree
that Lenders may assign their interests from time to time as described in this
Section 10.13."
Y. A new Schedule 1(c) is added to the Agreement in the form
of Exhibit A hereto and the existing Schedule 6.19 to the Credit Agreement is
hereby amended by replacing such schedule in its entirety with the Schedule 6.19
attached hereto as Exhibit B.
* Confidential treatment requested material omitted and filed separately with
the commission.
-13-
Section 2. Consent to Amendment of Charter. The Agent and the
undersigned Lenders hereby consent to the amendment of (a) the Fourth Amended
and Restated Certificate of Incorporation of the Company in a form reasonably
satisfactory to the Agent to permit the transactions contemplated by this
Amendment and by the New Acquisition Documents and (b) the Preferred Stock
Documents to waive the requirement for delivery of legal opinions in connection
with transfers of securities referred to therein to affiliates of the holders
thereof.
Section 3. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended above, the Credit Agreement
shall remain in full force and effect and is 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 Agent or any Lenders under the Credit Agreement, nor constitute a
waiver of any provision of the Credit 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 Credit
Agreement as amended hereby.
Section 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
Section 5. 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 6. 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 7. Amendment Fee. In connection with the approval of this
Amendment, the Company hereby agrees to pay to the Agent for the pro-rata
benefit of each Lender consenting to this Amendment prior to 5:00 p.m. (Chicago
time) on November 2, 1999 an amendment fee equal to 1/3% of each such consenting
Lender's Commitment (the "Amendment Fee").
Section 8. Effectiveness.
This Amendment shall become effective as of the date first written
above after completion of the following:
(a) delivery to the Agent of executed signature pages for this
Amendment signed by the Company, the L/C Borrowers, the Subsidiary
Guarantors, the Agent and Lenders constituting both Majority Lenders and
holding at least 85% of the Term Loan B Commitment;
-14-
(b) receipt by the Agent of an executed legal opinion from counsel
to the Company and Heritage in form and substance acceptable to the Agent
including, without limitation, opinions Concerning the execution,
delivery, validity, and enforceability of this Amendment and opinions that
this Amendment does not conflict with, violate or require any prepayments
under the Senior Subordinated Note Documents or the Preferred Stock
Documents;
(c) delivery to the Agent of certified copies of the Thamesdown
Acquisition Documents in form and substance reasonably satisfactory to
Agent together with evidence reasonably acceptable to the Agent of the
consummation of the Thamesdown Acquisition in accordance therewith;
(d) payment in cash of the Amendment Fee to the Agent on behalf of
the Lenders;
(e) delivery to the Agent of a certified copy of the amendment to
the Preferred Stock Documents in form and substance acceptable to the
Agent together with evidence of the filing and effectiveness of an
amendment to the Company's Certificate or Incorporation as called for
thereunder; and
(f) such other approvals, opinions, documents or materials as the
Agent may reasonably request.
Section 9. 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 affecting the
enforcement of creditors' rights generally or by equitable principles
relating to enforceability;
(b) the execution, delivery and performance by each such Person of
this Amendment, the consummation of the New Acquisitions (the Proposed
Acquisition Transactions") and the issuance of any Subordinated
Acquisition Debt will not conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document
evidencing any Contractual Obligation (including, but not limited to, the
Preferred Stock Documents and the Senior Subordinated Note Documents) to
which such Person is a party or any order, injunction, writ or decree of
any Governmental Authority to which such Person or its property is
subject, and will not require any prepayment of the Senior Subordinated
Notes or any redemption of the Preferred Stock;
(c) Each of the representations and warranties contained in the
Credit Agreement, after giving effect to this Amendment and the Proposed
Acquisition Transactions is true and correct in all material respects on
and as of the date hereof as if
-15-
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
(d) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
Section 10. Reaffirmation of Guaranties. The Company and each L/C
Borrower and Subsidiary Guarantor as a guarantor of the Obligations under each
Guaranty and the other Loan Documents, hereby reaffirms its continuing
obligations and liabilities thereunder, and agrees that each such Guaranty and
the other Loan Documents shall remain in full force and effect and cover and
extend to all Obligations under the Credit Agreement (as amended hereby).
[Signature Pages Follow]
-16-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
by their duly authorized officers 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, N.A., as Agent
By:
---------------------------------------------
Title:
------------------------------------------
BANK OF AMERICA, N.A.,
individually as a Lender, the Swing Line
Lender and the Issuing Bank
By:
---------------------------------------------
Title:
------------------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
by their duly authorized officers as of the date first written above.
IMPAC GROUP, INC.
By:
---------------------------------------------
Title:
------------------------------------------
AGI INCORPORATED
By:
---------------------------------------------
Title:
------------------------------------------
KLEARFOLD, INC.
By:
---------------------------------------------
Title:
------------------------------------------
BANK OF AMERICA, N.A., as Agent
By: /s/ Xxxxxxx Parashlu
---------------------------------------------
Title: Agency Officer
------------------------------------------
BANK OF AMERICA, N.A.,
individually as a Lender, the Swing Line
Lender and the Issuing Bank
By: /s/ [ILLEGIBLE]
---------------------------------------------
Title: Senior Vice President
------------------------------------------
SOCIETE GENERALE, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------------------------
Title: Director
------------------------------------------
ABN AMRO BANK, N.V., as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES,
as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
SOCIETE GENERALE, as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
ABN AMRO BANK, N.V., as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES,
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------------------
Name: XXXX X. XXXXXXXX
-------------------------------------------
Title: VICE PRESIDENT
------------------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: XXXXXXX X. XXXXXXXXX
-------------------------------------------
Title: VICE PRESIDENT
------------------------------------------
THE BANK OF NOVA SCOTIA, as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
THE FUJI BANK, LIMITED, as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research, as Investment
Advisor
By: /s/ Xxxxx X. Page
---------------------------------------------
Name: XXXXX X. PAGE
-------------------------------------------
Title: VICE PRESIDENT
------------------------------------------
UNION BANK OF CALIFORNIA, N.A., as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
THE BANK OF NOVA SCOTIA, as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
THE FUJI BANK, LIMITED, as a Lender
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research, as Investment
Advisor
By:
---------------------------------------------
Name:
-------------------------------------------
Title:
------------------------------------------
UNION BANK OF CALIFORNIA,N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------------------
Title: Investment Banking Officer
------------------------------------------
Acknowledged and Agreed to by the undersigned as of the date first set forth
above.
KF - INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------------
Title: CHIEF FINANCIAL OFFICER
------------------------------------------
KF - DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------------
Title: CHIEF FINANCIAL OFFICER
------------------------------------------
IMPAC EUROPE HOLDINGS LIMITED (f/k/a/IMPAC
EUROPE LIMITED)
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------------
Title: CHIEF FINANCIAL OFFICER
------------------------------------------
LEVELPROMPT LIMITED
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------------
Title: CHIEF FINANCIAL OFFICER
------------------------------------------
IMPAC EUROPE LIMITED (f/k/a/ XXXXXXX ROBOR
LIMITED)
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------------
Title: CHIEF FINANCIAL OFFICER
------------------------------------------
Acknowledged and Agreed to by the undersigned as of the date first set forth
above.
KF - INTERNATIONAL, INC.
By:
---------------------------------------------
Title:
------------------------------------------
KF - DELAWARE, INC.
By:
---------------------------------------------
Title:
------------------------------------------
IMPAC EUROPE HOLDINGS LIMITED (f/k/a/IMPAC
EUROPE LIMITED)
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
LEVELPROMPT LIMITED
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
IMPAC EUROPE LIMITED (f/k/a/ TIMSLEY ROBOR
LIMITED)
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
XXXXXXX ROBOR LABELS LIMITED
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
XXXXX XXXXX LIMITED
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
SONICON LIMITED
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
XXXXXXX ROBOR AUDIO AND COMPUTER
SERVICES LIMITED
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
XXXXXXX ROBOR SALES LIMITED
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
TOPHURST PROPERTIES LIMITED
By: /s/ X. Xxxxxx /s/ X.X. Xxxxxx
---------------------------------------------
Title: X. Xxxxxx X.X. Xxxxxx
------------------------------------------
Director Director
XXXXXXX ROBOR (OVERSEAS) LIMITED
By: /s/ X.X Xxxxxx /s/ A.T. Xxxxx
---------------------------------------------
Title: X.X Xxxxxx A.T. Xxxxx
------------------------------------------
Director Secretary
Exhibit A
SCHEDULE 1(c)
Description of New Acquisitions
Atlantic Acquisition: The acquisition of all of the outstanding capital
stock of Atlantic Packaging Corporation ("Atlantic") by the Company, or a
transitory Subsidiary of the Company which will be merged with and into
Atlantic, for an aggregate purchase price of $7,500,000 (subject to proposed
adjustments for changes in shareholders' equity), of which $5,500,000 (subject
to adjustment as stated) will be payable in cash at closing pursuant to a Stock
Purchase Agreement with the shareholders of Atlantic, and $2,000,000 will be
paid in stock of the Company pursuant to a Stock Exchange Agreement between the
Company and the shareholders of Atlantic.
*****
Thamesdown Acquisition: The acquisition by the Company of all of the
outstanding stock of Thamesdown Colour Limited for an aggregate purchase price
of (Pound)6,537,750 ($10,721,910), subject to certain adjustments, of which
(Pound)1,487,500 ($2,857,500) will be paid in stock of the Company,
(Pound)150,000 ($246,000) will be paid following completion of the initial
post-closing audit, with the remainder of the purchase price (i.e.,
(Pound)4,950,250 or $8,118,410) being paid to the sellers at closing. In
addition, capital leases of approximately (Pound)1,902,000 ($3,119,280) (figure
as of July 1999) will be assumed.
In describing the Thamesdown and ****** Acquisitions, an exchange rate of
$1.64 : (Pound)1 was used (as of October 27th)
*Confidential treatment requested: material omitted and filed separately with
the Commission.
Exhibit B
SCHEDULE 6.19
Capitalization; Subsidiaries and Minority Interests
(a) Subsidiaries
(i) IMPAC Group, Inc.:
Klearfold, Inc., a Pennsylvania corporation - all of the issued and
outstanding shares (100) of common stock of Klearfold, Inc. are owned by
the Company.
AGI Incorporated, an Illinois corporation - all of the issued and
outstanding shares (100) of common stock of AGI Incorporated are owned by
the Company.
IMPAC Europe Holdings Limited, a private limited company
incorporated under the laws of England and Wales ("XXXX"), previously
known as IMPAC Europe Limited - ninety-nine (99) shares of capital stock
of XXXX are owned by the Company, and one (1) share of capital stock of
XXXX 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 the Company.
(ii) Klearfold, Inc.:
KF-Delaware, Inc., a Delaware corporation - all of the issued and
outstanding shares (100) of common stock of KF-Delaware, Inc. are owned by
Klearfold, Inc.
KF-International, Inc., a U.S. Virgin Islands corporation - all of
the issued and outstanding shares (1,000) of common stock of
KF-International, Inc. are owned by Klearfold, Inc.
(iii) IMPAC Europe Holdings Limited:
XXXX owns all of the issued and outstanding shares of capital stock
of Impac Europe Limited, a private limited company incorporated under the
laws of England and Wales previously known as Xxxxxxx Robor Limited. Impac
Europe Limited is the
-2-
beneficial owner of one hundred percent of the shares of capital stock of
each of its Subsidiaries, as shown on Attachment A to this Schedule 6.19.
Xxxxx Xxxxx Holding B.V., a limited company organized under the laws of
the Netherlands and a wholly-owned subsidiary of Impac Europe Limited, is
the beneficial owner of one hundred percent of the shares of capital stock
of each of its Subsidiaries, also as shown on such Attachment A.
(b) Equity Investments
TR ESOP Limited, a Subsidiary of Impac Europe Limited, owns a nominal
amount (in most instances, 1 share) of the capital stock of certain competitors
of the Company and its Subsidiaries.
(c) Capitalization
The capitalization of the Company is as follows:
(i) Authorized:
1,000,000 shares of Series A Common Stock, $0.001 par value per share.
100,000 shares of Series B Common Stock, $0.001 par va1ue per share.
50,000 shares of Series A Redeemable Preferred Stock, $0.001 par value per
share.
(ii) Issued and Outstanding:
A: Series A Common Stock
161,919.59 shares of Series A Common Stock, held as set forth on Attachment B to
this Schedule 6.19.
B: Series B Common Stock:
4,500 shares of Series B Common Stock, held by Heritage Fund II, L.P.
C: Series A Redeemable Preferred Stock:
20,000 shares of Series A Redeemable Preferred Stock, held as follows:
-3-
Name of Holder Number of Shares
-------------- ----------------
BT Capital Investors, L.P. 12,000
Phoenix Home Life Mutual 8,000
Insurance Company
(iii) Options:
A: Options for the purchase of 760 shares of the Company's Series A Common
Stock are outstanding under the Company's 1998 Stock Option Plan. Stock to
be issued under these options is to be acquired by the Company from Xxxxxx
Xxxxxx, Xxxxx Xxxxxx 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.
B. Second 1998 Stock Option Plan of the Company, approved by the Company's
Board of Directors on December 14, 1998, provides for issuance of up to
20,000 shares of Series A Common Stock to employee or directors of, or
consultants to, the Company or any of its Subsidiaries. Options to acquire
a total of 17,199 shares of Series A Common Stock have been granted under
this Plan.
C. Pursuant to the Executive Share Option Scheme 1988 and the Senior
Executive Incentive Scheme 1994 of Impac Europe Limited, certain holders
of options to acquire the stock of Impac Europe Limited issued when that
company was known as Xxxxxxx Robor plc have converted such options into
options to acquire approximately 3,457 shares of the Company's Series B
Common Stock.
(iv) Warrants:
Warrants for the purchase of 6,918.33 shares of the Company's Series A
Common Stock, held as follows:
Name of Holder Warrants for Following
-------------- ----------------------
Number of Shares
----------------
BT Capital Investors, L.P. 4,148
Phoenix Home Life Mutual 2,765.33
Insurance Company
Attachment A
Impac Europe Limited Group Structure -----------------
(each a limited company organized in Impac Europe (100% shareholding in all
England and Wales, unless otherwise Limited subsidiary companies)
stated) -----------------
[Organizational Chart Omitted]
-----------------------------------------------------------
The following companies are non-trading companies, all of
whose shares are held by Impac Europe Limited:
Xxxxxxx Robor Audio and Computer Services Limited
Pinepoint Limited
Xxxxxxx-Xxxxx (Overseas) Limited
Admat Labels Limited
X. Xxxxxxx & Company Limited
TRG Graphics Limited
Arun Labels Limited
R&B Litho Reproductions Limited
Icon Communications Limited
TR Displayprint Limited
Pinepoint Colour Response Limited
Xxxxxxx Robor Packaging Limited
-----------------------------------------------------------
Attachment B
================================================================================
Series A Common Stockholders - By Name
================================================================================================
Stockholder Name Shares
================================================================================================
Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and H. Total Shares: 7,958,500
Xxxxx Xxxxxx, as Trustees under an
irrevocable Deed of Trust dated 8/12/92 f/b/o
H. Xxxxx Xxxxxx
Percent of Total Outstanding: 4.92%
Xxxxx, Xxxxx Total Shares: 150,980
Percent of Total Outstanding: 0.10%
Xxxxx, Xxxxxxx Total Shares: 19,005,350
Percent of Total Outstanding: 11.74%
Block, Zenea Total Shares: 293,000
Percent of Total Outstanding: 0.18%
Block, Freya, as Trustee of the Xxxxxxx X. Total Shares: 4,024,000
Block Family Trust u/t/a/ dated 4/1/94
Percent of Total Outstanding: 2.49%
Brodrip, Alex Total Shares: 10,140
Percent of Total Outstanding: 0.01%
Xxxx, Xxxxxxx Total Shares: 160,980
Percent of Total Outstanding: 0.10%
Xxxxxxx, Xxxxx Total Shares: 500,000
Percent of Total Outstanding: 0.31%
Xxxxxx X. Xxxxxxxx, as Trustee of the Total Shares: 1,551,940
Xxxxxx Xxxxxxxx Trust dated 5/17/92
Percent of Total Outstanding: 0.96%
Xxxxxxx, Xxxxxx Total Shares: 220,500
Percent of Total Outstanding: 0.14%
Xxxxxxx, Xxxxx Total Shares: 73,500
Percent of Total Outstanding: 0.05%
Xxxxxxx, Xxxx Xxxxxxx Total Shares: 484,000
Percent of Total Outstanding: 0.30%
1
================================================================================================
Stockholder Name Shares
================================================================================================
Xxxxxx, Xxxx Total Shares: 1,891,000
Percent of Total Outstanding: 1.17%
Heritage Fund I, L.P. Total Shares: 56,431,150
Percent of Total Outstanding: 34.65%
Heritage Fund II Investment Corporation Total Shares: 6,227,320
Percent of Total Outstanding: 3.85%
Heritage Fund II, L.P. Total Shares: 36,577,690
Percent of Total Outstanding: 22.59%
Xxxxxx, Xxxxxx X. Total Shares: 4,954,000
Percent of Total Outstanding: 3.07%
Xxxxxxxx, Xxxxx X. Total Shares: 588,000
Percent of Total Outstanding: 0.36%
Xxxxxx, M. Xxxxx Total Shares: 645,000
Percent of Total Outstanding: 0.40%
Xxxxxxx, Xxxx Total Shares: 2,941,000
Percent of Total Outstanding: 1.62%
Xxxxxxx, Xxxx Total Shares: 1,028,000
Percent of Total Outstanding: 0.64%
Xxxxxxx X. Xxxxx and Xxxxxx X. Xxxxxx, as Total Shares: 3,916,000
Trustees under an irrevocable Deed of Trust
dated 8/4/96 of Xxxxxx X. Xxxxxx
Percent of Total Outstanding: 2.42%
Xxxxxxx, Xxxxxxx Total Shares: 73,500
Percent of Total Outstanding: 0.05%
XxXxxx, Xxxxxx Total Shares: 484,000
Percent of Total Outstanding: 0.30%
XxXxxxxxx, Xxxx Total Shares: 499,390
Percent of Total Outstanding: 0.31%
Xxxxxxx, Xxxxx Total Shares: 50,000
Percent of Total Outstanding: 0.03%
Company Name: IMPAC Group, Inc. 2
Date: 10/28/1999
================================================================================================
Stockholder Name Shares
================================================================================================
Xxxxxxxxxxx, Xxxxx Total Shares: 3,113,500
Percent of Total Outstanding: 1.92%
Xxxxxxxxxxx, Xxxxxxx Total Shares: 4,440,000
Percent of Total Outstanding: 2.74%
Xxxxxxx, Xxxx Total Shares: 100,000
Percent of Total Outstanding: 0.05%
Xxxxxx, Xxx Total Shares: 16,100
Percent of Total Outstanding: 0.01%
Xxxxxxxxx, Xxxxx Total Shares: 3,318,470
Percent of Total Outstanding: 2.05%
Xxx Xxxxxx, Xxxx Total Shares: 12,880
Percent of Total Outstanding: 0.01%
Xxxxxx, Xxxxx Total Shares: 73,500
Percent of Total Outstanding: 0.05%
Xxxx, Xxx Total Shares: 85,000
Percent of Total Outstanding: 0.05%
_____________
Grand Total Shares: 161,919,590
Company Name: IMPAC Group, Inc. 3
Date: 10/28/1999
