Exhibit 10.66
SECOND AMENDMENT
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This Second Amendment (this "Amendment") is entered into as of this
13th day of November, 1998 among IMPAC GROUP, INC., a Delaware corporation (the
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"Company"), AGI INCORPORATED, an Illinois corporation ("AGI"), KLEARFOLD, INC.,
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a 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 by
that certain First Amendment dated September 11, 1998, 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");
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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;
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) Clause (j) of Section 2.07 of the Credit Agreement is hereby
amended by deleting said clause in its entirety and inserting in lieu thereof
the following new clause (j)(i) and (ii):
"(j) (i) The Company shall prepay the Term Loans in an amount
equal to 100% of the insurance proceeds received by the Company or any
Subsidiary following a casua1ty involving such Person's Property, to the
extent not applied (or committed to be applied) within 90 days after the
consummation or receipt thereof, as applicable, to the purchase of
replacement assets that are not classified as current assets under GAAP and
are used or useful in the business of the Company and its Subsidiaries.
Such prepayment shall be made on the 90th day after receipt of such
insurance proceeds and the amount of such prepayment shall be applied
(i) subject to paragraph (o) below, on a ratable basis among the then
outstanding Term Loans, and (ii) on a ratable basis among all remaining
payments in each such Term Loan with such proceeds to be applied first, to
the extent possible, to prepay
Base Rate Loans and then to prepay Offshore Rate Loans. The Company shall
use its commercially reasonable efforts to notify the Agent and each Lender
holding a Term Loan of the amount of any required prepayment at least three
(3) Business Days before it is made. 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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(ii) The Company shall prepay the Loans in an amount equal to
100% of the proceeds received by the Company or any Subsidiary from any
incurrence of any Indebtedness by the Company or any of its Subsidiaries
(other than Indebtedness permitted by Section 8.05 as said Section is in
effect on the Initial Funding Date). Such prepayment shall be made on the
receipt of such proceeds and the amount of such prepayment shall be applied
(i) subject to paragraph (o) below, on a ratable basis among the then
outstanding Term Loans, and (ii) on a ratable basis among all remaining
payments in each such Term Loan with such proceeds to be applied first, to
the extent possible, to prepay Base Rate Loans and then to prepay Offshore
Rate Loans. The Company shall use its commercially reasonable efforts to
notify the Agent and each Lender holding a Term Loan of the amount of any
required prepayment at least three (3) Business Days before it is made. 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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(b) Clause (d) of Section 9.03 of the Credit Agreement is hereby
amended by deleting said clause in its entirety and inserting in lieu thereof
the following new clause (d):
"(d) Notwithstanding the foregoing, upon the occurrence of any event
specified in Sections 9.0l(f) or (g) (in the case of clause (i) of Section
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9.01(g) upon the expiration of the 60-day period mentioned therein), the
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commitment and obligation of each Lender to make Loans and any obligation of the
Issuing Bank to Issue Letters of Credit shall automatically terminate and the
unpaid principal amount of all outstanding Loans and all interest and other
amounts and obligations as aforesaid (including, without limitation, under
clause (c) above) shall automatically become due and payable without further act
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of the Agent, the Issuing Bank or any Lenders."
(c) Clause (b) of Section 11.01 of the Credit Agreement is
hereby amended by deleting said clause in its entirety and inserting in lieu
thereof the following new clause (b):
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"(b) postpone or delay any scheduled amortization payment date fixed
by this Agreement or any other Loan Document for any payment of principal,
interest, fees, or other amounts due to the Lenders (or any of them) hereunder
or under any other Loan Document;"
(d) The proviso contained at the end of Section 11.01 is hereby
amended by deleting said proviso in its entirety and inserting in lieu thereof
the following new proviso:
"and, provided further, that (i) no amendment, waiver or consent
shall, unless in writing and signed by the Issuing Bank in addition to the
Majority Lenders or all the Lenders, as the case may be, affect the rights or
duties of the Issuing Bank under this Agreement or any L/C-Re1ated Document
relating to any Letter of Credit Issued or to be Issued by it, (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Agent in
addition to the Majority Lenders or all the Lenders, as the case may be, affect
the rights or duties of the Agent under this Agreement or any other Loan
Document, (iii) no amendment, waiver or consent shall unless in writing and
signed by the Swing Line Lender in addition to the Majority Lenders or all
Lenders, as the case may be, affect the rights or duties of the Swing Line
Lender under this Agreement, (iv) without limiting clauses (a) through (f)
above, no amendment, waiver or consent shall, unless signed by Lenders holding a
majority of a particular Loan (determined by reference to outstanding
Commitments or, if no Commitments are then outstanding, outstanding principal
amount), affect the rights of such Lenders to receive or defer payment in
respect of such Loan, and (v) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed by the parties thereto."
Section 2. Reference to and Effect Upon the Agreement.
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(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.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
Section 4. Headings. Section headings in this Amendment are included
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herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
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Section 5. Counterparts. This Amendment may be executed in any number
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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
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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
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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) 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
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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 under the Credit Agreement (as amended
hereby).
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Consent by its duly authorized officer as of the date first written above.
IMPAC GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer
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AGI INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer
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KLEARFOLD, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Chief Financial Officer
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BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION,
as Agent
By:
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Title:
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[TO SECOND AMENDMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Consent by its duly authorized officer as of the date first written above.
IMPAC GROUP, INC.
By:
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Title:
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AGI INCORPORATED
By:
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Title:
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KLEARFOLD, INC.
By:
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Title:
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BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION,
as Agent
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Vice President
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[TO SECOND AMENDMENT]
BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION,
individually as a Lender, the Swing Line
Lender and the Issuing Bank
By: /s/ Xxxxxx X. Xxxxx
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Name:
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Title: Vice President
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SOCIETE GENERALE, as a Lender
By:
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Name:
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Title:
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ABN AMRO BANK, N.V., as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[TO SECOND AMENDMENT]
BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION
individually as a Lender, the Swing Line
Lender and the Issuing Bank
By:
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Name:
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Title:
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SOCIETE GENERALE as a Lender
By: /s/ [illegible signature]
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Name:
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Title:
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ABN AMRO BANK N.V., as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[TO SECOND AMENDMENT]
BANK OF AMERICA NATIONAL
TRUST & SAVINGS ASSOCIATION
individually as a Lender, the Swing Line
Lender and the Issuing Bank
By:
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Name:
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Title:
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SOCIETE GENERALE as a Lender
By:
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Name:
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Title:
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ABN AMRO BANK N.V., as a Lender
By: /s/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxxx X. XxXxxxxx
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Title: Director
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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[TO SECOND AMENDMENT]
DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES,
as a Lender
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Assistant Vice President
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By: /s/ [illegible signature]
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Name:
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Title: Assistant Vice President
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BANK OF NOVA SCOTIA, as a Lender
By:
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Name:
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Title:
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THE FUJI BANK, LIMITED, as a Lender
By:
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Name:
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Title:
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[TO SECOND AMENDMENT]
DRESDNER BANK AG BANK YORK
AND GRAND CAYMAN BRANCHES,
as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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BANK OF NOVA SCOTIA as a Lender
By: [illegible signature]
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Name:
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Title:
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THE FUJI BANK LIMITED, as a Lender
By:
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Name:
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Title:
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[TO SECOND AMENDMENT]
DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES,
as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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BANK OF NOVA SCOTIA, as a Lender
By:
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Name:
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Title:
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THE FUJI BANK LIMITED, as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Joint General Manager
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[TO SECOND AMENDMENT]
