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EXHIBIT 10.3
GENERAL BINDING CORPORATION
SECOND AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
This Second Amendment to Multicurrency Credit Agreement (herein, the
"Amendment") is entered into as of May 18, 1998, between General Binding
Corporation, a Delaware corporation (the "Company"), each of the Banks party to
the Credit Agreement (as such term is defined below), Xxxxxx Trust and Savings
Bank, as a Bank and in its capacity as agent under the Credit Agreement (the
"Administrative Agent") and LaSalle National Bank, The First National Bank of
Chicago, The Bank of New York and Credit Agricole Indosuez, each as a Bank and
in their respective capacities as Co-Agents under the Credit Agreement.
PRELIMINARY STATEMENTS
A. The Company and the Banks entered into a certain Multicurrency
Credit Agreement, dated as of January 13, 1997 (as amended, the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.
B. The Company has requested that the Banks consent to the issuance by
the Company of certain Subordinated Debt, amend certain covenants, waive certain
reporting requirements, add and amend certain definitions and make certain other
amendments to the Credit Agreement, and the Banks are willing to do so under the
terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 5 below, the Credit Agreement shall be and hereby is amended as
follows:
(a) The following definition appearing in Section 8 of the
Credit Agreement shall be amended in its entirety and as so amended
shall be restated to read as follows:
"Change of Control Event" means (a) that at any time Lane
Industries, Inc., a Delaware corporation, fails to own and
control, either directly or indirectly through one or more of
its subsidiaries, a sufficient number of shares of the
Company's outstanding Voting Stock to elect a majority of the
Board of Directors of the Company or (b) any "Change of
Control" (or words of like import), as defined in any
agreement or indenture relating to any issue of Subordinated
Debt, shall occur, the effect of which is to cause the
acceleration of any issue of Subordinated Debt or to enable
any holder of Subordinated Debt to cause the Company or any
Subsidiary to repurchase, redeem or retire if any Subordinated
Debt held by it.
(b) The following definitions shall be added to Section 8 of
the Credit Agreement in the appropriate alphabetical locations:
"1998 Senior Subordinated Debt" means the debt securities
to be issued by the Company in an aggregate principal amount
not exceeding $250,000,000 and otherwise on the terms or
substantially the same terms but in no event more burdensome
on the Company in any material respect than the terms
contained in the Offering Memorandum dated May 7, 1998 for
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such debt securities which has previously been forwarded to
the Banks; provided, however, that (i) such debt securities
shall bear interest prior to maturity or default at a rate per
annum not exceeding 12% per annum; and (ii) the proceeds of
such debt securities are used in part to repay in full the
Company's indebtedness to Lane Industries, Inc. on the Senior
Subordinated Note Due 2002 issued by the Company pursuant to
that certain Note Purchase Agreement dated as of February 25,
1998.
(c) Section 12.1 of the Credit Agreement shall be amended by
inserting the following immediately at the end of such Section:
If (i) each Guaranty of the 1998 Senior Subordinated Debt by a
given Subsidiary is released, (ii) such Subsidiary is not a
Material Domestic Subsidiary and was required hereunder to
deliver a Subsidiary Guarantee Agreement to the Administrative
Agent solely to avoid noncompliance with the provisions added
to Sections 12.14 and 12.21 of this Agreement by the Third
Amendment hereto and (iii) no Default or Event of Default has
occurred and is continuing, then the Banks will release such
Subsidiary from its Obligations under such Subsidiary
Guarantee Agreement. Each release by the Banks required by
this Section of any Subsidiary Guarantee Agreement may be
effected by an instrument executed by the Administrative
Agent.
(d) Sections 12.14 and 12.21 of the Credit Agreement shall be
amended by inserting the following immediately at the end of each such
Section:
The foregoing to the contrary notwithstanding, this Section
shall not prohibit Guaranties of the 1998 Senior Subordinated
Debt by any Subsidiary if and so long as such Subsidiary is
obligated on a Subsidiary Guarantee Agreement it has executed
and delivered to the Administrative Agent.
(e) Section 12 of the Credit Agreement shall be amended by
adding thereto a new Section 12.24 which reads as follows:
Section 12.24. Subordinated Indebtedness. The Company
shall not, and shall not permit any Subsidiary to:
(a) make any voluntary prepayment on, or effect any
voluntary redemption of, any Subordinated Debt if (i) at the
time of or immediately after giving effect to such prepayment
or redemption, any Default or Event of Default would occur or
be continuing or (ii) the Company shall not have previously
provided the Administrative Agent (which will promptly
distribute to the Banks) a Compliance Certificate or
Certificates establishing to the reasonable satisfaction of
the Administrative Agent that based on projections using
reasonable assumptions, the Company will be in compliance with
Sections 12.15, 12.16, 12.17 and 12.18 hereof on a proforma
basis after giving effect to the relevant prepayment or
redemption, as the case may be, as of the close of each of the
four fiscal quarters of the Company following the date of
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such prepayment or redemption (provided that no such
Compliance Certificates need be provided for any such
prepayment or redemption in any calendar year unless at the
time of such prepayment or redemption, and immediately after
giving effect thereto, the aggregate amount of prepayments and
redemptions of the Subordinated Debt during such year
(excluding those made out of the proceeds of equity securities
issued by the Company) would exceed $25,000,000 in such year);
or
(b) make any other payment on account of any
Subordinated Debt which is prohibited under the terms of any
instrument or agreement subordinating such indebtedness to the
prior payment of any Obligations.
(f) Schedule 9.2 of the Credit Agreement shall be amended and
as so amended shall be restated to read as set forth on Exhibit A
hereto.
SECTION 2. NEW SUBORDINATED DEBT.
Effective upon the acceptance hereof by the Required Banks, the 1998
Senior Subordinated Debt shall be deemed Subordinated Debt.
SECTION 3. WAIVERS.
The Company has requested that the Banks waive the effect on the
Domestic Rate Margin, Eurocurrency Rate Margin and Facility Fee Rate resulting
from the Company's failure to deliver the Interim Ibico Certificate within the
time period set forth in the definition of "Pricing Date". Upon satisfaction of
the conditions precedent set forth in Section 4 hereof, the Banks hereby waive
the effect on the Domestic Rate Margin, Eurocurrency Rate Margin and Facility
Fee Rate resulting from such late delivery of the Interim Ibico Certificate and
agree that such amounts shall each be determined and retroactively effective as
if the Interim Ibico Certificate had been timely delivered.
The Company has also requested that the Banks waive the Company's
noncompliance with Sections 12.6(v) and 12.6(vi) of the Credit Agreement
resulting from the Company's failure to update Schedule 9.2 of the Credit
Agreement by the deadlines set forth in such Sections to reflect the
Subsidiaries added to such Schedule by the provisions of Section 1(f) above.
Upon satisfaction of the conditions precedent set forth in Section 4 hereof, the
Banks hereby waive such noncompliance with such Sections 12.6(v) and 12.6(vi)
resulting from such failure to update Schedule 9.2 to reflect such Subsidiaries
by the deadlines set forth in such Sections.
The Company has also requested that the Banks waive the Company's
noncompliance with Section 12.1 of the Credit Agreement resulting from the
Company's failure to provide the Administrative Agent with a Subsidiary
Guarantee Agreement executed by Ibico Inc., an Illinois corporation, by the
deadline set forth in such Section. Upon satisfaction of the conditions
precedent set forth in Section 4 hereof, the Banks hereby waive such
noncompliance with such Section 12.1 resulting from such failure to provide such
Subsidiary Guarantee Agreement by the deadline set forth in such Section.
SECTION 4. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) Each Borrower, each Guarantor and the Required Banks shall
have executed and delivered this Amendment.
(b) The Administrative Agent shall have received a Subsidiary
Guarantee Agreement duly
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executed by Ibico Inc. and the other related documentation described in
clause (ii) of the second sentence of Section 12.1 of the Credit
Agreement.
(c) All legal matters with respect to this Amendment and the
Subsidiary Guarantee Agreement contemplated hereby have been resolved
in a manner reasonably satisfactory to the Administrative Agent.
SECTION 5. REPRESENTATIONS.
In order to induce the Banks to execute and deliver this Amendment, the
Company hereby represents to each Bank that as of the date hereof, after giving
effect to this Amendment, the representations and warranties set forth in
Section 9 of the Credit Agreement are and shall be and remain true and
correct (except that the representations contained in Section 9.4 shall be
deemed to refer to the most recent financial statements of the Company delivered
to the Administrative Agent) and the Company is in full compliance with all of
the terms and conditions of the Credit Agreement and no Default or Event of
Default has occurred and is continuing under the Credit Agreement.
SECTION 6. MISCELLANEOUS.
(a) Except as specifically amended herein or waived hereby, the
Credit Agreement shall continue in full force and effect in accordance with its
original terms. Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
(b) By executing this Amendment in the place provided for that
purpose below, each Guarantor hereby consents to the Amendment to the Credit
Agreement as set forth herein and confirms that its obligations thereunder
remain in full force and effect. Each Guarantor further agrees that the consent
of such Guarantor to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained.
(c) The Company agrees to pay on demand all reasonable costs and
expenses of or incurred by the Administrative Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment, as and to
the extent provided in Section 17.15 of the Credit Agreement.
(d) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
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GENERAL BINDING CORPORATION
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
GBC BUSINESS EQUIPMENT, INC.
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
GBC INTERNATIONAL, INC.
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
PRO-TECH ENGINEERING CO., INC.
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
XXXXXXXXX COMPANY
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
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U.S. RING BINDER CORP.
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
VELOBIND, INCORPORATED
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
GBC GENERAL BINDING (NEDERLAND)
B.V.
By: GENERAL BINDING CORPORATION
Its: Attorney-in-Fact
By: /s/ GOVI X. XXXXX
-------------------------
Name: Govi X. Xxxxx
Title: President
Accepted and agreed to as of the date and year last above written.
XXXXXX TRUST AND SAVINGS BANK, in
its individual capacity as a Bank and
as Administrative Agent
By: /s/ XXXXXX XXXXXXX
-------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
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LASALLE NATIONAL BANK, in its
individual capacity as a Bank and as
Co-Agent
By: /s/ XXXXX X. XXXXXX:
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
in its individual capacity as a Bank,
as Co-Syndication Agent and as
Co-Agent
By: /s/ XXXXX X. XXXX
----------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
THE BANK OF NEW YORK, in its
individual capacity as a Bank and as
Co-Agent
By: /s/ XXXX X. XXXXXXX
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ XXXXX XXXXX AND
----------------------------------
XXXXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx Xxxxx and Xxxxxxxxx X.
Xxxxxx
Title: First Vice President, Head of
Corporate Banking Chicago; and
First Vice President
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COMERICA BANK
By: /s/ XXXXXXX X. XXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI (CHICAGO)
By: /s/ XXXXXX XXXXXXXX
---------------------------
Name: Xxxxxx Xxxxxxxx
Title: Deputy General Manager
SUNTRUST BANK, ATLANTA
By: /s/ XXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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By: /s/ XXXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ XXXXX X. XXXXXX
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK (formerly
known as First Union National Bank
of North Carolina)
By: /s/ XXXXX XXXXXXXX
----------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
NATIONAL CITY BANK
By: /s/ XXXXX XXXXX
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
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CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ XXXX XXX XXXXX
----------------------------
Name: Xxxx Xxx Xxxxx
Title: Senior Manager, Loan
Operations
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. XXXXX
----------------------------
Name: F.C.H. Xxxxx
Title: Senior Manager, Loan
Operations
SOCIETE GENERALE CHICAGO BRANCH
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By: /s/ XXXX X. XXXXXXXX
----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
and Team Leader
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CIBC, INC.
By: CIBC Xxxxxxxxxxx Corp.,
as agent
By: /s/ XXXXXXX XXXXX
----------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
BANKERS TRUST COMPANY
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
THE SANWA BANK, LIMITED, CHICAGO
BRANCH
By: /s/ XXXXXX X. XXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Manager
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EXHIBIT A
SCHEDULE 9.2
LIST OF SUBSIDIARIES(1)
Percent Jurisdiction of
Investment Owned By Ownership Organization
---------- -------- --------- ---------------
Allfax UK, Ltd. GBC Xxxxxx Xxxxxxx Xxxxxxxx, 000 Xxxxxx Xxxxxxx
Ltd.
Allfax Paper Products, Ltd. GBC Xxxxxx Xxxxxxx Xxxxxxxx, 000 Xxxxxx Xxxxxxx
Ltd.
Anillos Plasticos de Mexico S.A. Ibico Inc. 000 Xxxxxx
Xxxxx School Specialty Co., Inc. General Binding Corporation 100 Massachusetts
Compania Papelera Xxxxx X.X. Grupo GBC S.A. de C.V. 96.44 Mexico
U.S. RingBinder Corp. 1.78
GBC International, Inc. VeloBind, 0.89
Incorporated 0.89
Xxxxxxxxx de Mexico GBC Mexicana S.A. de C.V. 100 Mexico
(2)GBC Australia Pty. Ltd. GBC International, Inc. 000 Xxxxxxxxx
GBC Handelsgesellschaft M.b.h. GBC International, Inc. 000 Xxxxxxx
------------------
(1)
(2) Denotes Significant Subsidiary
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GBC General Binding (Belgie) GBC Xxxxxxxxx X.X. 000 Xxxxxxx
N.V.
*GBC Business Equipment Inc. General Binding Corporation 100 Florida
*GBC Canada, Inc. GBC International, Inc. 000 Xxxxxx
GBC Deutschland GmbH General Binding Corporation 100 Germany
*GBC/Fordigraph Pty. Ltd. GBC Australia Pty. Ltd. 000 Xxxxxxxxx
GBC France S.A. GBC Xxxxxxx X.X. 000 Xxxxxx
GBC India Holdings Corp. GBC International, Inc. 100 Nevada
GBC International Export Sales GBC International, Inc. 100 Barbados
Corp.
*GBC International, Inc. GBC Business Equipment Inc. 100 Nevada
GBC International Services GBC International, Inc. General 99 Belgium
S.P.R.L. Binding Corporation 1
*GBC Japan K.K. GBC International, Inc. 000 Xxxxx
GBC Metals Corp. General Binding Corporation 100 Nevada
GBC Mexicana S.A. de C.V. Grupo GBC S.A. de C.V. 96.44 Mexico
U.S. RingBinder Corp. 1.78
GBC International, Inc. VeloBind, 0.89
Incorporated 0.89
*GBC Nederland B.V. GBC International, Inc. 000 Xxxxxxx
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XXX Xxx Xxxxxxx Ltd. GBC Australia Pty. Ltd. 100 New Zealand
GBC Poland GBC International, Inc. General 98.75 Poland
Binding Italia S.p.A. 1.25
GBC Sales & Services GBC International, Inc. 000 Xxxxxx
GBC Schweiz A.G. GBC International, Inc. 100 Switzerland
GBC Services PTY Ltd. GBC Australia PTY Ltd. 000 Xxxxxxxxx
GBC Singapore Pte. Ltd. GBC International, Inc. 100 Singapore
*GBC United Kingdom Holdings, GBC International, Inc. General 99.9 United Kingdom
Ltd. Binding Corporation 0.1
*GBC United Kingdom, Ltd. GBC Xxxxxx Xxxxxxx Xxxxxxxx, 000 Xxxxxx Xxxxxxx
Ltd.
*General Binding Italia S.p.A. GBC International, Inc. 000 Xxxxx
Grupo GBC S.A. de C.V. General Binding Corporation 38.455 Mexico
GBC International, Inc. 20.517
U.S. RingBinder Corp. 20.517
VeloBind, Incorporated 20.511
Ibico AG GBC International, Inc. 100 Switzerland
Ibico Benelux X.X. Xxxxx XxxX 000 Xxxxxxxxxxx
Xxxxx Canada Inc. Ibico Inc. 000 Xxxxxx
Ibico Chile S.A. Xxxxx XxxX 000 Xxxxx
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00
Xxxxx Xxxxxxxxxxx GmbH Xxxxx XxxX 000 Xxxxxxx
Xxxxx Xxxxxx S.A. Xxxxx XxxX 000 Xxxxxx
*Ibico GmbH GBC International, Inc. 000 Xxxxxxxxxxx
Xxxxx Xxxxxxxx Xxxxxxxxx Pte. Ibico GmbH 100 Singapore
Ltd.
Ibico Iberia, S.A. Xxxxx XxxX 000 Xxxxx
*Ibico Inc. Ibico GmbH 100 Illinois
Ibico Italia S.r.l. Xxxxx XxxX 000 Xxxxx
Xxxxx Limited Xxxxx XxxX 000 Xxxxxx Xxxxxxx
Xxxxx Portguesa Lda. Xxxxx XxxX 000 Xxxxxxxx
Xxxxx Scandinavia AB Xxxxx XxxX 000 Xxxxxx
Xxxxx Singapore Pte. Ltd. Ibico Holdings Singapore Pte. 100 Singapore
Ltd.
Inter Binding GmbH Ibico GmbH 100 Germany
Mirabeau Contract Sales, Ltd. GBC Xxxxxx Xxxxxxx Xxxxxxxx, 000 Xxxxxx Xxxxxxx
Ltd.
PBB&R S.A de C.V. GBC International, Inc. 97 Mexico
U.S. RingBinder Corp. VeloBind, 2
Incorporated 1
Printing Wire Supplies Limited GBC International, Inc. 100 Ireland
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*Pro-Tech Engineering Co., Inc.
General Binding Corporation 100 Wisconsin
*Xxxxxxxxx Company General Binding Corporation 100 Michigan
*U.S. RingBinder Corp. General Binding Corporation 100 Massachusetts
*VeloBind, Incorporated General Binding Corporation 100 Delaware
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