SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is
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entered into as of March 28, 2001 among Mail-Well I Corporation, a Delaware
corporation (the "Company"), as borrower, Mail-Well, Inc., a Colorado
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corporation (the "Parent"), and certain other U.S. Subsidiaries of the
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Parent, as guarantors, the several financial institutions from time to time
party to the Credit Agreement referred to below (individually, a "Lender"
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and, collectively, the "Lenders"), ABN AMRO Bank N.V., as syndication agent,
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The Bank of Nova Scotia, as documentation agent, SunTrust Bank, Union Bank
of California, N.A. and ▇▇▇▇▇ Fargo Bank, N.A., as managing agents, and Bank
of America, N.A., as Issuing Bank, Swingline Bank and as administrative
agent for itself and the other Lenders (in such capacity, the "Agent").
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WHEREAS, the Company, the Parent and the other Loan Parties, the Lenders
and the Agent entered into a Credit Agreement dated as of February 18, 2000,
as amended by that certain First Amendment to Credit Agreement dated as of
July 28, 2000 (as so amended, the "Credit Agreement"); and
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WHEREAS, the Company has requested that the Majority Lenders agree to
certain amendments to the Credit Agreement, and the Majority Lenders have
agreed to such request, subject to the terms and conditions of this Second
Amendment;
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions; References; Interpretation.
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(a) Unless otherwise specifically defined herein, each term used herein
(including in the Recitals hereof) which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement.
(b) Each reference to "this Second Amendment", "hereof", "hereunder",
"herein" and "hereby" and each other similar reference contained in the
Credit Agreement, and each reference to "the Credit Agreement" and each
other similar reference in the other Loan Documents, shall from and after
the Effective Date refer to the Credit Agreement as amended hereby.
(c) The rules of interpretation set forth in Section 1.02 of the Credit
Agreement shall be applicable to this Second Amendment.
2. Amendments to the Credit Agreement. Subject to the terms and conditions
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hereof, the Credit Agreement is amended as follows, effective as of the date
of satisfaction of the conditions set forth in Section 4 (the "Effective Date"):
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(a) Subsection 8.21(b) of the Credit Agreement is amended and restated
in its entirety as follows:
"(b) The Parent shall not permit the Total Leverage Ratio as of the last
day of any fiscal quarter to be greater than (i) 4.50 to 1.00 for the fourth
fiscal quarter of 2000, for each of the first, second, third and fourth
fiscal quarters of 2001, and for the first fiscal quarter of
1
2002, (ii) 4.25 to 1.00 for the second fiscal quarter of 2002, and (iii) 4.00
to 1.00 for the third fiscal quarter of 2002 and each fiscal quarter ending
thereafter; provided that, at any time on or after the Collateral Release
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Date, the Parent shall not permit the Total Leverage Ratio to be greater
than 3.50 to 1.00."
(b) Annex I to the Credit Agreement is amended and restated in its
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entirety as set forth on Annex I to this Second Amendment.
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3. Representations and Warranties. The Parent and the Company hereby
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represent and warrant to the Agent and the Lenders as follows:
(a) No Default or Event of Default has occurred and is continuing (or
would result from the amendment of the Credit Agreement contemplated
hereby).
(b) The execution, delivery and performance by the Parent, the Company
and the other Loan Parties of this Second Amendment and the Credit Agreement
(as amended by this Second Amendment) have been duly authorized by all
necessary corporate and other action and do not and will not require any
registration with, consent or approval of, or notice to or action by, any
Person (including any Governmental Authority) in order to be effective and
enforceable.
(c) This Second Amendment and the Credit Agreement (as amended by this
Second Amendment) constitute the legal, valid and binding obligations of the
Parent, the Company and each other Loan Party, enforceable against it in
accordance with their respective terms.
(d) All representations and warranties of the Parent, the Company and
the other Loan Parties contained in the Credit Agreement are true and
correct (except to the extent such representations and warranties expressly
refer to an earlier date, in which case they shall be true and correct as of
such earlier date and except that this subsection (d) shall be deemed
instead to refer to the last day of the most recent quarter and year for
which financial statements have then been delivered in respect of the
representation and warranty made in subsection 6.11(a) of the Credit
Agreement and to take into account any amendments to the Schedules to the
Credit Agreement and other disclosures made in writing by the Parent or the
Company to the Agent and the Lenders after the Closing Date and approved by
the Agent and the Majority Lenders).
(e) The Parent, the Company and each other Loan Party is entering into
this Second Amendment on the basis of its own investigation and for its own
reasons, without reliance upon the Agent and the Lenders or any other
Person.
(f) The Parent's, the Company's and each other Loan Party's obligations
under the Credit Agreement and under the other Loan Documents are not subject
to any defense, counterclaim, set-off, right of recoupment, abatement or other
claim.
4. Conditions of Effectiveness.
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(a) The effectiveness of Section 2 of this Second Amendment shall be
subject to the satisfaction of each of the following conditions precedent:
2
(1) The Agent shall have received from the Company all amounts
payable under that certain fee letter dated as of March 28, 2001 delivered by
the Company to the Agent in connection herewith.
(2) The Agent shall have received from the Parent, the Company
and each other Loan Party and the Majority Lenders a duly executed original
(or, if elected by the Agent, an executed facsimile copy) of this Second
Amendment.
(3) The Agent shall have received all other documents it or the
Majority Lenders may reasonably request relating to any matters relevant
hereto, all in form and substance satisfactory to the Agent and the
Majority Lenders.
(4) The representations and warranties in Section 3 of this Second
Amendment shall be true and correct on and as of the Effective Date with the
same effect as if made on and as of the Effective Date.
(b) For purposes of determining compliance with the conditions
specified in Section 4(a), each Lender that has executed this Second
Amendment shall be deemed to have consented to, approved or accepted, or to
be satisfied with, each document or other matter either sent, or made
available for inspection, by the Agent to such Lender for consent, approval,
acceptance or satisfaction, or required hereunder to be consented to or
approved by or acceptable or satisfactory to such Lender.
(c) From and after the Effective Date, the Credit Agreement is amended
as set forth herein. Except as expressly amended pursuant hereto, the Credit
Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects.
(d) The Agent will notify the Parent, the Company and the Lenders of
the occurrence of the Effective Date.
5. Consent of Guarantors. Each of the Parent and the other Guarantors,
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in its capacity as a Guarantor, acknowledges that its consent to this
Second Amendment and the amendments to the Credit Agreement contemplated hereby
is not required, but each of such Persons nevertheless does hereby consent to
this Second Amendment and the amendments to the Credit Agreement contemplated
hereby and to the documents and agreements referred to herein. Nothing herein
shall in any way limit any of the terms or provisions of the Guaranty of the
Parent or any of the other Guarantors or the Collateral Documents executed by
the Parent or any of the other Guarantors in the Agent's and the Lenders'
favor, or any other Loan Document executed by the Parent or any of the other
Guarantors (as the same may be amended from time to time), all of which are
hereby ratified and affirmed in all respects.
6. Miscellaneous.
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(a) The Parent, the Company and each other Loan Party acknowledges and
agrees that the execution and delivery by the Agent and the Majority Lenders
of this Second Amendment shall not be deemed to create a course of dealing
or an obligation to execute similar waivers or amendments under the same or
similar circumstances in the future.
3
(b) This Second Amendment and the Credit Agreement as amended by this
Second Amendment shall be binding upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns.
(c) This Second Amendment shall be governed by and construed in
accordance with the law of the State of California, provided that the Agent
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and the Lenders shall retain all rights arising under Federal law.
(d) This Second Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each
of the parties hereto understands and agrees that this document (and any
other document required herein) may be delivered by any party thereto either
in the form of an executed original or an executed original sent by
facsimile transmission to be followed promptly by mailing of a hard copy
original, and that receipt by the Agent of a facsimile transmitted
document purportedly bearing the signature of a Lender or any Loan Party
shall bind such Lender or such Loan Party, respectively, with the same force
and effect as the delivery of a hard copy original. Any failure by the Agent
to receive the hard copy executed original of such document shall not
diminish the binding effect of receipt of the facsimile transmitted executed
original of such document of the party whose hard copy page was not received
by the Agent.
(e) This Second Amendment contains the entire and exclusive agreement
of the parties hereto with reference to the matters discussed herein. This
Second Amendment supersedes all prior drafts and communications with respect
hereto. This Second Amendment may not be amended except in accordance with
the provisions of Section 11.01 of the Credit Agreement.
(f) If any term or provision of this Second Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Second
Amendment, the Credit Agreement or the other Loan Documents.
(g) The Company agrees to pay or reimburse BofA (including in its
capacity as Agent), upon demand, for all reasonable costs and expenses
(including reasonable Attorney Costs) incurred by BofA (including in its
capacity as Agent) in connection with the development, preparation,
negotiation, execution and delivery of this Second Amendment.
4
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered in San Francisco, California, by
their proper and duly authorized officers as of the day and year first above
written.
MAIL-WELL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
Title: V.P. Treasury and Tax
MAIL-WELL I CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
Title: V.P. Treasury and Tax
EACH SUBSIDIARY GUARANTOR LISTED ON
ANNEX II
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
Title: V.P. Treasury and Tax
BANK OF AMERICA, N.A., as Agent, Issuing
Bank, Swingline Bank and as a Lender
By:
------------------------------------
Title:
---------------------------------
5
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered in San Francisco, California, by
their proper and duly authorized officers as of the day and year first above
written.
MAIL-WELL, INC.
By:
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Title:
---------------------------------
MAIL-WELL I CORPORATION
By:
------------------------------------
Title:
---------------------------------
EACH SUBSIDIARY GUARANTOR LISTED ON
ANNEX II
By:
------------------------------------
Title:
---------------------------------
BANK OF AMERICA, N.A., as Agent, Issuing
Bank, Swingline Bank and as a Lender
By: /s/ ▇▇▇▇▇ ▇. Leader
------------------------------------
▇▇▇▇▇ ▇. Leader
Title: Managing Director
5
ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇ ▇. Honda
-------------------------------------
▇▇▇▇ ▇. Honda
Title: Group Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
Diversified Industries Central
BANK OF CHINA, LOS ANGELES BRANCH
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇
Title: Branch Manager
Dated: 3/27/01
---------------------------------
BANK OF CHINA SIGNATURE PAGE
MAIL-WELL CORP. - BANK OF AMERICA
FINAL SECOND AMENDMENT TO MAIL-WELL I CREDIT AGREEMENT
BANK OF HAWAII
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Signature
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Title: Managing Director
BHF (USA) CAPITAL CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. U
--------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. U
Title: Vice President Associate
BNP PARIBAS
By: /s/ ▇▇▇▇▇ ▇. Low
-------------------------------------
▇▇▇▇▇ ▇. Low
Title: Director
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Credit Analyst
COMERICA BANK
By: /s/ Signature
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Title: Assistant Vice President
THE DAI-ICHI KANGYO BANK LIMITED
By: /s/ Signature
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Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Signature
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Title: Vice President
FIRSTAR BANK, N.A.
By: /s/ Signature
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Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
THE FUJI BANK, LTD.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
GMAC COMMERCIAL CREDIT LLC
By: /s/ Signature
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Title: Senior Vice President
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Second Amendment to Mail-Well Credit Agreement dated 28 March 2001-03-28
------------------------------------------------------------------------
IKB Deutsche Industriebank AG
Luxembourg Branch
as a Lender
By: /s/ Signature
-------------------------------------
Name
Title: Manager
By: /s/ ▇▇▇▇▇▇▇ Ziwey
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▇▇▇▇▇▇▇ Ziwey
Title: Director
THE INDUSTRIAL BANK OF JAPAN, LIMITED
NEW YORK BRANCH
By: /s/ Ryusuke Aya
-----------------------------------------
Ryusuke Aya
Title: Senior Vice President, Houston Office
KEYBANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
THE MITSUBISHI TRUST & BANKING CORPORATION
By: /s/ Signature
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Title: Senior Vice President
NATIONAL CITY BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NORWEST BANK COLORADO, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Title: Vice President
SUNTRUST BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. Pick
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▇▇▇▇▇▇▇ ▇. Pick
Title: Vice President
TRANSAMERICA BUSINESS CAPITAL CORPORATION,
as successor in interest to Transamerica
Business Credit Corporation
By: /s/ Signature
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Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Signature
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Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Signature
-------------------------------------
Title: Vice President
WASHINGTON MUTUAL BANK, FA, as
successor in interest to BANK UNITED FSB
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature page to the Second Amendment to
MAIL-WELL CREDIT AGREEMENT
Addison CDO, Limited (Acct 1279)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Executive Vice President
AIMCO CDO Series 2000-A
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
Signature page to the Second Amendment to
MAIL-WELL CREDIT AGREEMENT
Athena CDO, Limited (Acct 1277)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Executive Vice President
BALANCE HIGH-YIELD FUND I LTD.
BY: ING Capital Advisors LLC,
as Asset Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Signature page to the Second Amendment to
MAIL-WELL CREDIT AGREEMENT
CAPTIVA III Finance Ltd. (Acct. 275),
as advised by Pacific Investment Management Company LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
-------------------------
Title: Director
------------------------
Signature page to the Second Amendment to
MAIL-WELL CREDIT AGREEMENT
CAPTIVA IV Finance Ltd. (Acct. 1275),
as advised by Pacific Investment Management Company LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
-------------------------
Title: Director
------------------------
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company as Portfolio Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CYPRESSTREE FOCUSED INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company as Portfolio Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management
Company as Portfolio Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CYPRESSTREE INVESTMENT PARTNERS II, LTD
By: CypressTree Investment Management
Company as Portfolio Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature page to the Second Amendment to
MAIL-WELL CREDIT AGREEMENT
DELANO Company (Acct 274)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Executive Vice President
ELT LTD.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
CITIBANK, N.A. as Additional Investment
Manager for and on behalf of
FIVE FINANCE CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇▇▇▇▇
Title: Alternative Investment Strategies
▇▇▇ ▇▇▇▇ ▇▇▇./▇▇▇ Fl./7.n. 2
Ph: (▇▇▇) ▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
FIRST DOMINION FUNDING I
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
FRANKLIN CLO I, LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
HARBOURVIEW CDO II, LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
▇▇▇▇▇▇ FINANCIAL, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Signature page to the Second Amendment to
MAIL-WELL CREDIT AGREEMENT
Jissekikun Funding, Ltd. (Acct 1288)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Executive Vice President
▇▇▇▇▇▇ FLOATING RATE FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
KZH CYPRESSTREE-I LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH LANGDALE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH SHOSHONE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments,
as its investment manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments,
as its investment manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Pilgrim Investments,
as its investment manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: ING Pilgrim Investments,
as its investment manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments,
as its investment manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Pilgrim Investments,
as its investment manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L.P., as
Investment Manager
By: Alliance Capital Management Corporation
as General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Second Amendment to Credit Agreement
for Mail-Well, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME
INCOME TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
MOUNTAIN CAPITAL CLO I, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
MOUNTAIN CAPITAL CLO II, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
MUIRFIELD TRADING LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
NORTH AMERICAN SENIOR FLOATING
RATE FUND
By: CypressTree Investment Management
Company as Portfolio Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
PPM SPYGLASS FUNDING TRUST
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
Signature page to the Second Amendment to
MAIL-WELL CREDIT AGREEMENT
ROYALTON COMPANY (Acct 280)
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Executive Vice President
Sankaty Advisors, Inc. as Collateral Manager for
GREAT POINT CLO I 1999-1 LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director, Portfolio Manager
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director, Portfolio Manager
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated
as Advisor to the ▇▇▇▇▇ ▇▇▇ Floating Rate
Limited Liability Company
LIBERTY-▇▇▇▇▇ ▇▇▇ ADVISOR FLOATING
RATE ADVANTAGE FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & Portfolio Manager
▇▇▇▇▇ ▇▇▇ & FARNHAM CLO I LTD.
By: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Inc., as Portfolio
Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President & Portfolio Manager
STRATEGIC MANAGED LOAN PORTFOLIO
By: CITIBANK, N.A. as Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Title: Alternative Investment Strategies
▇▇▇ ▇▇▇▇ ▇▇▇./▇▇▇ Fl./7.n. 2
Ph: (▇▇▇) ▇▇▇-▇▇▇▇
THE SUMITOMO TRUST AND BANKING
COMPANY LTD., New York Branch
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇
MANAGEMENT INC.,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇
MANAGEMENT INC.,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇
PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇ ▇▇▇▇▇▇
SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
▇▇▇▇▇▇▇ BANK
By: /s/ Signature
-----------------------------------------
Title: Vice President
ANNEX I
To Second Amendment to Credit Agreement
---------------------------------------
ANNEX I
-------
PRICING GRID
------------
From the Closing Date until the date on which the Parent delivers a
Compliance Certificate pursuant to Section 7.02(c) of the Credit Agreement
for the fiscal quarter ending June 30, 2000 (the "Initial Period"), the
--------------
Applicable Margin and the Applicable Fee Amount shall be fixed at Level 5. From
and after the last day of the Initial Period, the Applicable Margin and the
Applicable Fee Amount for any day shall be the amount per annum set forth
below based on the Total Leverage Ratio set forth in the most recently
delivered Compliance Certificate delivered by the Parent pursuant to Section
7.02(c) of the Credit Agreement. Changes in the Applicable Margin and the
Applicable Fee Amount resulting from a change in the Total Leverage Ratio shall
become effective on the date of delivery by the Parent to the Agent of a new
Compliance Certificate pursuant to Section 7.02(c), except that no such
change shall take effect until the end of the Initial Period. If the Parent
shall fail to deliver a Compliance Certificate and accompanying financial
statements within the number of days after the end of any fiscal quarter or
fiscal year as required pursuant to Section 7.02(c), the parties agree that
the Applicable Margin and the Applicable Fee Amount shall be fixed at Level
5 until such time as the Parent delivers such new Compliance Certificate and
accompanying financial statements pursuant to Section 7.02(c).
Notwithstanding the foregoing, the Applicable Margin for Tranche B Term
Loans shall be 3.00% for Offshore Rate Loans and 1.75% for Base Rate Loans
at all times.
OFFSHORE RATE BASE RATE LETTER OF COMMITMENT
LEVEL TOTAL LEVERAGE RATIO SPREAD SPREAD CREDIT FEE FEE
---------------------------------------------------------------------------------------------
Level 5 greater than or equal to 2.75% 1.50% 2.75% 0.500%
4.25 to 1.00
---------------------------------------------------------------------------------------------
Level 4 greater than or equal to 2.50% 1.25% 2.50% 0.500%
3.50 to 1.00 and less
than 4.25 to 1.00
---------------------------------------------------------------------------------------------
Level 3 greater than or equal to 2.25% 1.00% 2.25% 0.500%
3.00 to 1.00 and less
than 3.50 to 1.00
---------------------------------------------------------------------------------------------
Level 2 greater than or equal to 2.00% 0.75% 2.00% 0.500%
2.50 to 1.00 and less
than 3.00 to 1.00
---------------------------------------------------------------------------------------------
Level 1 less than 2.50 to 1.00 1.75% 0.50% 1.75% 0.375%
---------------------------------------------------------------------------------------------
ANNEX I--PAGE 1
ANNEX II
To Second Amendment to Credit Agreement
---------------------------------------
ABP Books, Inc.
▇▇▇▇▇▇ 1000, Inc.
Discount Labels, Inc.
Hill Graphics, Inc.
Mail-Well Canada Holdings, Inc.
Mail-Well Commercial Printing, Inc.
Mail-Well Europe Holdings, LLC
Mail-Well Label USA, Inc.
Mail-Well Mexico Holdings, Inc.
Mail-Well Services, Inc.
Mail-Well West, Inc.
National Graphics Company
Poser Business Forms, Inc.
Vanier Graphics Corporation
Wisco III, LLC
ANNEX II--PAGE 1
