INTERCREDITOR AGREEMENTCollateral Agency And • August 2nd, 2012 • Checkpoint Systems Inc • Communications equipment, nec • New York
FIRST AMENDMENT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Amendment”), is made as of July 31, 2012, by and among (i) WELLS FARGO, NATIONAL ASSOCIATION, in its capacity as collateral agent for and on behalf of the Noteholders and the Bank Secured Parties (as each such term is hereinafter defined, the “Collateral Agent”), (ii) WELLS FARGO, NATIONAL ASSOCIATION, in its capacity as administrative agent for and on behalf of the Bank Secured Parties (in such capacity the “Administrative Agent”) and (iii) PRUDENTIAL INVESTMENT MANAGEMENT, INC. (“Prudential” and, together with its successors and assigns, including, without limitation, future holders from time to time of the Senior Notes (as such term is hereinafter defined), the “Noteholders”). All capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Collateral Agency and Intercreditor Agreement (the “Existing Intercreditor Agreement”), dated as of July 22, 2010, by and among the Coll
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2012 • Checkpoint Systems Inc • Communications equipment, nec • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 31, 2012, is by and among CHECKPOINT SYSTEMS, INC., a Pennsylvania corporation (the “Company”), CHECKPOINT MANUFACTURING JAPAN CO., LTD., a company formed under the laws of Japan (the “Japanese Borrower”), CP INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditairs vennootschap) formed under Dutch law (the “Dutch Borrower”), those Domestic Subsidiaries of the Company identified as “Domestic Guarantors” on the signature pages hereto (the “Domestic Subsidiary Guarantors”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages hereto (together with the Foreign Borrowers, the “Foreign Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have
AND PRIVATE SHELF AGREEMENTNote Purchase • August 2nd, 2012 • Checkpoint Systems Inc • Communications equipment, nec • New York
SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”), dated as of July 31, 2012, among Checkpoint Systems, Inc., a Pennsylvania corporation (the “Company”), each Subsidiary of the Company identified as “Subsidiary Guarantors” on the signature pages hereto (the “Subsidiary Guarantors”), and each of the holders of Notes that is a signatory to this Amendment (the “Noteholders”). Except as provided below, capitalized terms used in this Amendment and not defined herein have the respective meanings set forth on Schedule B to the Note Purchase Agreement described below.
