Exhibit 10(a)
AMENDMENT XX. 0 XXX XXXXXXXXXXX
XXXXXXXXX XX. 0 XXX XXXXXXXXXXX (this "Amendment"), dated as of April 4,
1997, to the Credit Agreement, dated as of April 26, 1996 (the "Credit
Agreement"), by and among Xxxxxx Greetings, Inc., a Delaware corporation (the
"Borrower"), the lenders party thereto from time to time (each a "Lender" and,
collectively, the "Lenders"), and The Bank of New York, as agent for the
Lenders (in such capacity, the "Agent").
RECITALS
I. Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement.
II. The Borrower has requested that the Agent agree to amend and restate
the Credit Agreement upon the terms and conditions contained herein, and the
Agent is willing so to agree.
Accordingly, in consideration of the Recitals and the covenants and
conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower and the Agent hereby agree that the Credit Agreement is hereby
amended in accordance with the following and, immediately thereafter, shall be
deemed to be restated in its entirety:
1. The definition of "Commitment Termination Date" in Section 1.1 of the
Credit Agreement is amended by deleting the date, "April 24, 1997" therefrom,
and substituting therefor the date, "April 24, 1998".
2. The definition of "Interest Coverage" in Section 1.1 of the Credit
Agreement is amended by inserting the phrase "minus interest income"
immediately following the term "Interest Expense" appearing therein.
3. Subsection (a) of Section 3.4 of the Credit Agreement is amended by
deleting the term, "1.00%" therefrom, and substituting therefor the following:
(i) at any time when Leverage is less than 20% and Interest Coverage is
greater than 425% based on the financial statements most recently
delivered pursuant to Section 7.7(a) or Section 7.7(c), 0.875%, and (ii)
at any other time, 1.00%.
4. Section 3.11 of the Credit Agreement is amended by deleting the term,
"0.375%" therefrom, and substituting therefor the following:
(x) at any time when Leverage is less than 20% and Interest Coverage is
greater than 425% based on the financial statements most recently
delivered pursuant to Section 7.7(a) or Section 7.7(c), 0.300%, and (y) at
any other time, 0.375%.
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5. Paragraphs 1 - 4 of this Amendment shall not be effective until such
date as each of the following conditions shall have been satisfied:
(a) The Agent shall have received counterparts of this Amendment
executed by the Borrower, the Guarantors and each of the Lenders.
(b) The Agent shall have received an opinion of counsel to the
Borrower and the Guarantors in form and substance reasonably satisfactory
to the Agent.
(c) The Agent shall have received a certificate, in all respects
satisfactory to the Agent, of the Secretary of each of the Borrower and
each Guarantor (i) attaching a true and complete copy of the resolutions
of its Board of Directors and of all documents evidencing other necessary
corporate action (in form and substance satisfactory to the Agent) taken
by it to authorize the execution and delivery of this Amendment and the
transactions contemplated hereby, and (ii) setting forth the incumbency of
its officer or officers who may sign this Amendment, including therein a
signature specimen of such officer or officers.
(d) The Borrower shall have paid the reasonable fees and
disbursements of counsel to the Agent which shall have accrued up to the
date hereof.
(e) On and as of the date hereof, there shall exist no Event of
Default or any event or condition which, with the giving of notice, the
lapse of time, or any other condition, would, unless cured or waived,
become an Event of Default, and all of the representations and warranties
of the Borrower and the Guarantors contained in the Loan Documents shall
be true and correct with the same effect as though such representations
and warranties had been made on the date hereof.
(f) The Agent shall have received such other documents, each in
form and substance reasonably satisfactory to the Agent, as the Agent
shall reasonably require in connection with this Amendment.
(g) All legal matters incident to the execution and delivery of
this Amendment shall be reasonably satisfactory to Special Counsel.
6. On the date hereof the Borrower hereby (a) reaffirms and admits the
validity and enforceability of the Loan Documents and all of its obligations
thereunder, (b) agrees and admits that it has no defenses to or offsets
against any such obligation, (c) represents and warrants that no Event of
Default, or event or condition which, with the giving of notice, the lapse of
time, or any other condition, would, unless cured or waived, become an Event
of Default, has occurred and is continuing, and that each of the
representations and warranties made by it in the Loan Documents is true and
correct with the same effect as though such representation and warranty had
been made on such date, and (d) certifies that no amendment, supplement, or
modification to the certificate of incorporation or bylaws of the Borrower has
been made since April 26, 1996.
7. In all other respects, the Loan Documents shall remain in full force
and effect, and no amendment in respect of any term or condition of any Loan
Document contained herein shall be deemed to be an amendment in respect of any
other term or condition contained in any Loan Document.
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8. This Amendment may be executed in any number of counterparts all of
which, taken together, shall constitute one Amendment. In making proof of
this Amendment, it shall only be necessary to produce the counterpart executed
and delivered by the party to be charged.
9. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED TO
BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE
IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
AS EVIDENCE of the agreement by the parties hereto to the terms and
conditions herein contained, each such party has caused this Amendment to be
executed on its behalf.
XXXXXX GREETINGS, INC.
By: /s/Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Assistant Treasurer
THE BANK OF NEW YORK, in its
capacity as a Lender and in
its capacity as the Agent
By: /s/Xxxxxx X. Xxxxxxxxx III
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx III
Title: Vice President
Each of the following Lenders consents to the execution and delivery of this
Amendment by the Agent and agrees to all of the terms and conditions hereof:
FIFTH THIRD BANK
By: /s/Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/Xxxxxxx X. XxXxxxxxx
--------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Vice President
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NBD BANK, N.A.
By: /s/Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By: /s/Xxxxxx X. XxXxxxx
--------------------------------
Name: Xxxxxx X. XxXxxxx
Title: Associate
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By: /s/Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Joint General Manager
Each of the Guarantors consents to the execution and delivery of this
Amendment by the Agent and Borrower and by signing below, indicates its
reaffirmation of its obligations under the Subsidiary Guaranty:
THE PAPER FACTORY OF WISCONSIN, INC.
By: /s/Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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