EXHIBIT 4.2
SECOND AMENDMENT TO CREDIT AGREEMENT
AND LIMITED CONSENT
This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED
CONSENT (this "SECOND AMENDMENT") is dated as of August 30, 2000 and entered
into by and among ▇▇▇▇ GRAPHIC SYSTEMS, INC., a corporation organized under
the laws of the State of Delaware ("COMPANY") and whose registered office is
at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ GRAPHIC SYSTEMS LIMITED
(Company Number 3212468), a company organized under the laws of England
("▇▇▇▇ UK") and whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ SYSTEMES GRAPHIQUES NANTES, S.A., a SOCIETE ANONYME
organized under the laws of the Republic of France ("▇▇▇▇ FRANCE") and whose
registered office is at ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ GRAPHIC SYSTEMS
JAPAN CORPORATION, a corporation organized under the laws of Japan ("▇▇▇▇
JAPAN"; and together with Company, ▇▇▇▇ UK and ▇▇▇▇ France, the "BORROWERS")
and whose registered office is at Mitsuya ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇, THE FINANCIAL INSTITUTIONS ACTING AS LENDERS
AND LISTED ON THE SIGNATURE PAGES HEREOF, THE FINANCIAL INSTITUTIONS ACTING
AS INDEMNIFYING LENDERS AND LISTED ON THE SIGNATURE PAGES HEREOF, BANKERS
TRUST COMPANY, as administrative agent for the Lenders (in such capacity,
"ADMINISTRATIVE AGENT") and whose registered office is at One Bankers Trust
Plaza, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ BROTHERS, as
documentation agent for Lenders (in such capacity, "DOCUMENTATION AGENT") and
whose registered office is at 3 World ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, and, for purposes of Section 4 hereof, the Credit Support Parties (as
defined in Section 4 hereof) listed on the signature pages hereof, and is
made with reference to that certain Second Amended and Restated Multicurrency
Credit Agreement dated as of November 19, 1999, by and among Borrowers,
Lenders, Indemnifying Lenders, Administrative Agent and Documentation Agent
as amended by that certain First Amendment to Credit Agreement and Limited
Consent, dated as of December 3, 1999, by and among the Borrowers, Lenders,
Indemnifying Lenders, Administrative Agent and Documentation Agent (such
Second Amended and Restated Multicurrency Credit Agreement, as so amended,
the "CREDIT AGREEMENT"). Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Borrowers have received proceeds in the amount of
$20,000,000 in settlement of litigation and the Lenders desire to amend the
Credit Agreement to exclude such proceeds from the definition of Consolidated
Net Income;
WHEREAS, Borrowers have requested that the Credit Agreement be
amended to add back certain reserves to the calculation of Consolidated Adjusted
EBITDA to the extent that the calculation thereof includes deductions for such
reserves;
WHEREAS, Borrowers have requested that the Domestic Tranche A
Lenders
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extend additional revolving credit availability to the Borrowers in an amount
not to exceed $15,000,000;
WHEREAS, Borrowers have requested to make certain other
amendments, all as more specifically set forth herein; and
WHEREAS, Borrowers have requested that the Lenders and the
Indemnifying Lenders waive certain provisions relating to the application of net
proceeds from asset sales contained in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SUBSECTION 1.1: DEFINED TERMS.
Subsection 1.1 of the Credit Agreement is hereby amended by:
(1) amending the definition of "APPLICABLE BASE RATE MARGIN" by
adding the following phrase to the end of the definition: ";
PROVIDED, that with respect to Over-Line Loans, the Applicable
Base Rate Margin shall mean 4.0%."
(2) amending the definition of "APPLICABLE OFFSHORE RATE MARGIN"
by adding the following phrase to the end of the definition:
"; PROVIDED, that with respect to Over-Line Loans, the
Applicable Offshore Rate Margin shall mean 5.0%."
(3) amending the definition of "COMMITMENTS" by inserting the
phrase ", the Tranche A Over-Line Commitments" after the
phrase "the Domestic Tranche A Revolving Loan Commitments".
(4) amending the definition of "CONSOLIDATED ADJUSTED EBITDA" by
adding the following sentence to the end of the definition:
"During Fiscal Year 2000, to the extent that Consolidated
Adjusted EBITDA as calculated hereunder includes deductions
for all or any part of the reserves shown on SCHEDULE 1 to the
Second Amendment, such reserves, to the extent deducted, shall
be added back to the calculation of Consolidated Adjusted
EBITDA."
(5) amending the definition of "CONSOLIDATED NET INCOME" by
replacing the phrase "net extraordinary gains" with "net
non-ordinary gains".
(6) amending and restating in its entirety the definition of
"DOMESTIC REVOLVING LOAN COMMITMENTS" as follows:
"`DOMESTIC REVOLVING LOAN COMMITMENTS' means any or all of the
Domestic Tranche A Revolving Loan Commitments, the Tranche A
Over-Line
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Commitments or the Domestic Tranche B Revolving Loan
Commitments."
(7) deleting in its entirety the definition of "DOMESTIC REVOLVING
LOAN EXPOSURE".
(8) amending and restating in its entirety the definition of
"DOMESTIC REVOLVING LOANS" as follows:
"`DOMESTIC REVOLVING LOANS' means any or all of the Domestic
Tranche A Revolving Loans, the Tranche A Over-Line Loans or
the Domestic Tranche B Revolving Loans."
(9) amending and restating in its entirety the definition of
"DOMESTIC TRANCHE A LENDER" and "DOMESTIC TRANCHE A LENDERS"
as follows:
"`DOMESTIC TRANCHE A LENDER' and `DOMESTIC TRANCHE A LENDERS'
means the Lenders that have Domestic Tranche A Revolving Loan
Commitments, Tranche A Over-Line Commitments or a Tranche A
Swing Line Loan Commitment or that have Domestic Tranche A
Revolving Loans, Tranche A Over-Line Loans or Tranche A Swing
Line Loans outstanding, together with their successors and
permitted assigns pursuant to subsection 10.1, and the term
"DOMESTIC TRANCHE A LENDERS" shall include Swing Line Lender
unless the context otherwise requires."
(10) amending the definition of "DOMESTIC TRANCHE A REVOLVING LOAN
COMMITMENT" by replacing the reference to "subsection
2.1A(ii)(a)" with "subsection 2.1A(ii)(b)" and by adding the
following sentence to the end of the definition: "For all
purposes other than Sections 2.1A(iii), 2.4B(iv)(b) and 10.1B
hereof and unless the context otherwise requires, the terms
"Domestic Tranche A Revolving Loan Commitment" and "Domestic
Tranche A Revolving Loan Commitments" shall be deemed to
include the Tranche A Over-Line Commitment or Tranche A
Over-Line Commitments, respectively."
(11) amending the definition of "DOMESTIC TRANCHE A REVOLVING
LOANS" by replacing the reference to "subsection 2.1A(ii)(a)"
with "subsection 2.1A(ii)(b)" and by adding the following
sentence to the end of the definition: "For all purposes other
than Sections 2.1A(iii), 2.4B(iv)(b) and 10.1B hereof and
unless the context otherwise requires, the term "Domestic
Tranche A Revolving Loans" shall be deemed to include the
Tranche A Over-Line Loans."
(12) amending the definition of "DOMESTIC TRANCHE B REVOLVING LOAN
COMMITMENT" by replacing the reference to "subsection
2.1A(ii)(b)" with "subsection 2.1A(ii)(c)".
(13) amending the definition of "DOMESTIC TRANCHE B REVOLVING
LOANS" by replacing the reference to "subsection 2.1A(ii)(b)"
with "subsection 2.1A(ii)(c)".
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(14) adding the following definition:
"`FIRST AMENDMENT' means that certain First Amendment to
Credit Agreement and Limited Consent, dated as of December 3,
1999, by and among the Borrowers, Lenders, Indemnifying
Lenders, Administrative Agent and Documentation Agent."
(15) amending the definition of "FRENCH TRANCHE B REVOLVING LOAN
COMMITMENT" by replacing the reference to "subsection
2.1A(ii)(b)" with "subsection 2.1A(ii)(c)".
(16) amending the definition of "FRENCH TRANCHE B REVOLVING LOANS"
by replacing the reference to "subsection 2.1A(ii)(b)" with
"subsection 2.1A(ii)(c)".
(17) amending the definition of "JAPANESE TRANCHE B REVOLVING LOAN
COMMITMENT" by replacing the reference to "subsection
2.1A(ii)(b)" with "subsection 2.1A(ii)(c)".
(18) amending the definition of "JAPANESE TRANCHE B REVOLVING
LOANS" by replacing the reference to "subsection 2.1A(ii)(b)"
with "subsection 2.1A(ii)(c)".
(19) adding the following definition:
"`MAXIMUM TRANCHE A OVER-LINE COMMITMENTS' means, as of any
date of determination, for Company, the Dollar Equivalent of
$15,000,000 LESS the aggregate amount of all reductions made
to all Tranche A Over-Line Commitments pursuant to subsection
2.4B(ii)."
(20) amending the definition of "MAXIMUM TRANCHE A REVOLVING LOAN
COMMITMENTS" by replacing the phrase "Tranche A Revolving Loan
Commitments" with "Domestic Tranche A Revolving Loan
Commitments".
(21) amending the definition of "MAXIMUM TRANCHE B REVOLVING LOAN
COMMITMENTS" by replacing all references therein to
"subsection 2.1A(ii)(c)" with "subsection 2.1A(ii)(d)".
(22) amending and restating in its entirety the definition of
"NOTES" as follows:
"`NOTES' means one or more of the Term Notes, the Revolving
Notes, the Over-Line Notes or the Swing Line Notes or any
combination thereof."
(23) amending the definition of "NOTICE OF ALLOCATION" by replacing
the references to "subsection 2.1A(ii)(c)" with "subsection
2.1A(ii)(d)".
(24) amending and restating in its entirety the definition of
"NOTICE OF BORROWING" as follows:
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"`NOTICE OF BORROWING' means a notice substantially in the
form of EXHIBIT B annexed to the Second Amendment delivered by
a Borrower to Administrative Agent pursuant to subsection 2.1B
with respect to a proposed borrowing."
(25) adding the following definition:
"`OVER-LINE COMMITMENT TERMINATION DATE' means May 31, 2001."
(26) adding the following definition:
"`OVER-LINE NOTES' means (i) the promissory notes of Company
issued pursuant to subsection 2.1E on the Second Amendment
Effective Date and (ii) any promissory notes issued by Company
to any successor Administrative Agent and Tranche A Over-Line
Lender pursuant to the last sentence of subsection 10.1B(i),
in each case substantially in the form of EXHIBIT A to the
Second Amendment, as it may be amended, supplemented or
otherwise modified from time to time."
(27) amending the definition of "REVOLVING LOAN COMMITMENTS" by
inserting the phrase ", the Tranche A Over-Line Commitments"
after the phrase "the Domestic Tranche A Revolving Loan
Commitments".
(28) amending the definition of "REVOLVING LOAN EXPOSURE" by
inserting the phrase ", the Tranche A Over-Line Exposure"
after the phrase "the Domestic Tranche A Revolving Loan
Exposure".
(29) amending the definition of "REVOLVING LOANS" by inserting the
phrase ", the Tranche A Over-Line Loans" after the phrase "the
Domestic Tranche A Revolving Loans".
(30) amending the definition of "REVOLVING NOTES" by inserting the
phrase ", the Over-Line Notes" after the phrase "the Tranche A
Revolving Notes".
(31) adding the following definition:
"`SECOND AMENDMENT' means that certain Second Amendment to
Credit Agreement and Limited Consent, dated as of August 30,
2000, by and among the Borrowers, Lenders, Indemnifying
Lenders, Administrative Agent and Documentation Agent."
(32) adding the following definition:
"`SECOND AMENDMENT EFFECTIVE DATE' means the date that the
Second Amendment becomes effective in accordance with its
terms."
(33) adding the following definition:
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"`TOTAL UTILIZATION OF TRANCHE A OVER-LINE COMMITMENTS' means,
as at any date of determination, for Company the Dollar
Equivalent of the aggregate principal amount of all
outstanding Tranche A Over-Line Loans made to Company."
(34) amending the definition of "TOTAL UTILIZATION OF TRANCHE A
REVOLVING LOAN COMMITMENTS" by replacing the phrase "Tranche A
Revolving Loans" with "Domestic Tranche A Revolving Loans".
(35) amending the definition of "TRANCHE A LETTER OF CREDIT" or
"TRANCHE A LETTERS OF CREDIT" by replacing the phrase "Tranche
A Revolving Loan Commitments" with "Domestic Tranche A
Revolving Loan Commitments".
(36) adding the following definition:
"`TRANCHE A OVER-LINE COMMITMENT" means the commitment of a
Domestic Tranche A Lender (i) to make Tranche A Over-Line
Loans to Company pursuant to subsection 2.1A(ii)(a), and
"TRANCHE A OVER-LINE COMMITMENTS" means such commitments of
all such Lenders in the aggregate."
(37) adding the following definition:
"`TRANCHE A OVER-LINE EXPOSURE' means, with respect to any
Domestic Tranche A Lender as of any date of determination,
that Lender's Tranche A Over-Line Commitment."
(38) adding the following definition:
"`TRANCHE A OVER-LINE LOANS' means the Loans made by Lenders
to Company pursuant to subsection 2.1A(ii)(a)."
(39) amending the definition of "TRANCHE B LETTERS OF CREDIT
SUBALLOCATION" by replacing all references therein to
"subsection 2.1A(ii)(c)" with "subsection 2.1A(ii)(d)".
(40) amending the definition of "TRANCHE B REVOLVING LOAN
SUBALLOCATION" by replacing all references therein to
"subsection 2.1A(ii)(c)" with "subsection 2.1A(ii)(d)".
(41) amending the definition of "TYPE" by (x) inserting the phrase
"a Tranche A Over-Line Commitment," after the phrase "a
Domestic Tranche A Revolving Loan Commitment," where it
appears in clauses (i) and (iii) and (y) by inserting the
phrase "a Tranche A Over-Line Loan," after the phrase "a
Domestic Tranche A Revolving Loan," where it appears in
clauses (v) and (vii).
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(42) amending the definition of "UK TRANCHE B REVOLVING LOAN
COMMITMENT" by replacing the reference to "subsection
2.1A(ii)(b)" with "subsection 2.1A(ii)(c)".
(43) amending the definition of "UK TRANCHE B REVOLVING LOANS" by
replacing the reference to "subsection 2.1A(ii)(b)" with
"subsection 2.1A(ii)(c)".
1.2 AMENDMENT TO SUBSECTION 2.1: COMMITMENTS; MAKING OF LOANS; THE
REGISTER; NOTES.
Subsection 2.1 of the Credit Agreement is hereby amended by:
(1) amending subsection 2.1A by replacing the reference in
subsection 2.1A(ii) to "subsections 2.1A(ii)(a) and 2.1A(ii)(b)" with
"subsections 2.1A(ii)(a), 2.1A(ii)(b) and 2.1A(ii)(c)".
(2) amending subsection 2.1A by realphabetizing the existing
paragraphs 2.1A(ii)(a)-(d), respectively, as 2.1A(ii)(b)-(e), respectively,
and inserting a new subsection 2.1A(ii)(a) as follows:
"(a) TRANCHE A OVER-LINE COMMITMENTS AND TRANCHE A
OVER-LINE LOANS. Each Tranche A Over-Line Lender severally
agrees, subject to the limitations set forth in subsection
2.1A(ii)(d) and 2.1A(ii)(e), to lend to Company from time to
time during the period from the Second Amendment Effective
Date to but excluding the Over-Line Commitment Termination
Date an aggregate amount not exceeding its Pro Rata Share of
the aggregate amount of the applicable Tranche A Over-Line
Loan Commitments as in effect from time to time to be used for
the purposes identified in subsection 2.5B; PROVIDED, HOWEVER,
that Domestic Tranche A Lenders may not make, and Company may
not borrow, Tranche A Over-Line Loans (x) on the Effective
Date, or (y) at any other time so long as the Total
Utilization of Tranche A Revolving Loan Commitments is less
than the Domestic Tranche A Revolving Loan Commitments. The
original amount of each Lender's applicable Tranche A
Over-Line Loan Commitment is set forth opposite its name on
SCHEDULE 2 annexed to the Second Amendment and the aggregate
original amount of all Tranche A Over-Line Loan Commitments is
$15,000,000; PROVIDED that the applicable Tranche A Over-Line
Loan Commitments of a Lender shall be adjusted to give effect
to any assignments of the Tranche A Over-Line Loan Commitments
of such Lender pursuant to subsection 10.1B; PROVIDED FURTHER
that the amount of the Tranche A Over-Line Loan Commitments
shall be reduced from time to time by the amount of any
reductions thereto made pursuant to subsection 2.4B(ii); and
PROVIDED FURTHER that Tranche A Over-Line Loans may be made in
Dollars only. Each Lender's applicable Tranche A Over-Line
Loan Commitment shall expire on the Over-Line Commitment
Termination Date and all Tranche A Over-Line Loans and all
other amounts owed hereunder with respect to the Tranche A
Over-Line Loans and the Tranche A Over-Line Loan Commitments
shall be paid in full no later than that date. Subject to the
terms and conditions of this Agreement, amounts borrowed
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under this subsection 2.1A(ii)(a) may be repaid and reborrowed
to but excluding the Over-Line Commitment Termination Date."
(3) amending subsection 2.1A by replacing the reference in
subsection 2.1A(ii)(b), as so amended, to "subsections 2.1A(ii)(c) and
2.1A(ii)(d)" with "subsections 2.1A(ii)(d) and 2.1A(ii)(e)".
(4) amending subsection 2.1A by replacing the reference in
subsection 2.1A(ii)(b), as so amended, to "subsection 2.5A" with "subsection
2.5B".
(5) amending subsection 2.1A by replacing the reference in
subsection 2.1A(ii)(c), as so amended, to "subsection 2.1A(ii)(c) and
2.1A(ii)(d)" with "subsection 2.1A(ii)(d) and 2.1A(ii)(e)".
(6) amending subsection 2.1A by replacing the reference in
subsection 2.1A(ii)(c), as so amended, to "subsection 2.5A"
with "subsections 2.5A and 2.5B".
(7) amending subsection 2.1A by renumbering the paragraphs
2.1A(ii)(e)(1)-(3), as so amended, respectively, as 2.1A(ii)(e)(2)-(4),
respectively, and inserting a new subsection 2.1A(ii)(e)(1) as follows:
"(1) in no event shall the Total Utilization of
Tranche A Over-Line Commitments for Company exceed (x) the
Maximum Tranche A Over-Line Loan Commitments then in effect;"
(9) amending subsection 2.1A by replacing the phrase "Tranche A
Revolving Loan Commitments" in the first paragraph of subsection 2.1A(iii)
with "Domestic Tranche A Revolving Loan Commitments".
(10) amending subsection 2.1B by replacing the phrase "Swing
Line Lender" in the second sentence of subsection 2.1B(ii) with "a Swing Line
Lender".
(11) amending subsection 2.1B by amending and restating in its
entirety the third sentence of subsection 2.1B(ii) as follows:
"The Notice of Borrowing shall specify (i) the Borrower, (ii)
the proposed Funding Date (which shall be a Business Day), (iii) the
amount and Type of Loans requested, (iv) in the case of Swing Line
Loans and any Loans made on the Effective Date, that such Loans shall
be Base Rate Loans, (v) in the case of (x) any Domestic Tranche A
Revolving Loans, (y) any Domestic Tranche B Revolving Loans or (z)
Tranche A Over-Line Loans not made on the Effective Date, whether such
Loans shall be Base Rate Loans or Offshore Rate Loans, (vi) in the case
of any Tranche B Revolving Loans other than Domestic Tranche B
Revolving Loans made after the Effective Date, that such Loans shall be
Offshore Rate Loans, (vii) in the case of any Revolving Loans requested
to be made as Offshore Rate Loans, the initial Interest Period
requested therefor, and (viii) the Applicable Currency the Loan is to
be made in."
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(12) amending subsection 2.1C by realphabetizing the existing
paragraphs 2.1C(i)(c)-(g) as 2.1C(i)(d)-(h), respectively, and inserting a
new subsection 2.1C(i)(c) as follows:
"(c) all Tranche A Over-Line Loans under this Agreement shall
be made by Domestic Tranche A Lenders simultaneously and
proportionately to their respective Pro Rata Shares of the Tranche A
Over-Line Commitments;"
(13) amending subsection 2.1E by amending and restating in its
entirety clause (i) of subsection 2.1E as follows:
"(i) to each applicable Lender (or to Administrative Agent for
that Lender) (a) a Term Note, substantially in the form of EXHIBIT IV
annexed hereto, to evidence that Lender's Term Loans, in the principal
amount of that Lender's applicable Term Loan and with other appropriate
insertions, (b) an Over-Line Note, substantially in the form of EXHIBIT
A annexed to the Second Amendment, to evidence that Lender's Tranche A
Over-Line Loans, in the principal amount of that Lender's applicable
Tranche A Over-Line Commitments and with other appropriate insertions
(c) a Tranche A Revolving Note, substantially in the form of EXHIBIT V
annexed hereto, to evidence that Lender's Tranche A Revolving Loans, in
the principal amount of that Lender's applicable Domestic Tranche A
Revolving Loan Commitments and with other appropriate insertions and
(d) a Tranche B Revolving Note, substantially in the form of EXHIBIT VI
annexed hereto to evidence that Lender's Tranche B Revolving Loans, in
the principal amount of that Lender's applicable Tranche B Revolving
Loan Commitments and with other appropriate insertions and"
1.3 AMENDMENT TO SUBSECTION 2.2: INTEREST ON THE LOANS.
Subsection 2.2B of the Credit Agreement is hereby amended by
renumbering clauses (viii) and (ix) as (ix) and (x), respectively, and inserting
a new clause (viii) as follows:
"(viii) no Interest Period with respect to any portion of the
Tranche A Over-Line Loans shall extend beyond the Over-Line Commitment
Termination Date;"
1.4 AMENDMENT TO SUBSECTION 2.3: FEES.
Subsection 2.3A of the Credit Agreement is hereby amended by:
(1) amending subsection 2.3A(i) by renumbering the existing
clauses (1) and (2) as (2) and (3), respectively, and inserting a new clause
(1) as follows:
"(1) pay to Administrative Agent in Dollars, for
distribution to each Tranche A Over-Line Lender in proportion to that
Lender's Pro Rata Share of the Tranche A Over-Line Commitment,
commitment fees for the period from and including the Second Amendment
Effective Date to and excluding the Over-Line Commitment Termination
Date in an amount equal to (x) the average of the daily excess of the
Tranche A Over-Line Commitments over the sum of (i) the aggregate
principal amount of outstanding Tranche A Over-Line Loans MULTIPLIED BY
(y) 0.500%,"
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(2) amending and restating in its entirety the first sentence of
subsection 2.3A(v) as follows:
"Such commitment fees shall be calculated on the basis of a
360-day year and the actual number of days elapsed and be payable
quarterly in arrears on each date that is three Business Days after
each March 31, June 30, September 30 and December 31 of each year,
commencing on the first such date to occur after the Effective Date (in
the case of Loans other than Tranche A Over-Line Loans) or the Second
Amendment Effective Date (in the case of Tranche A Over-Line Loans),
and on the Commitment Termination Date (in the case of Loans other than
Tranche A Over-Line Loans) or the Over-Line Commitment Termination Date
(in the case of Tranche A Over-Line Loans)."
1.5 AMENDMENT TO SUBSECTION 2.4: REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN
REVOLVING LOAN COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS.
Subsection 2.4 of the Credit Agreement is hereby amended by:
(1) amending and restating in its entirety clause (i) of
subsection 2.4B(iii) as follows:
"(i) PREPAYMENTS DUE TO RESTRICTIONS OF REVOLVING LOAN
COMMITMENTS. Company shall from time to time promptly (x) prepay FIRST
its Swing Line Loans and SECOND its Revolving Loans and/or (y) cash
collateralize its outstanding Letters of Credit, and each of ▇▇▇▇ UK,
▇▇▇▇ France and ▇▇▇▇ Japan shall from time to time promptly (x) prepay
its Revolving Loans and/or (y) cash collateralize its outstanding
Letters of Credit, in each case to the extent necessary (1) so that the
Total Utilization of Tranche A Revolving Loan Commitments, Total
Utilization of Tranche A Over-Line Commitments and Total Utilization of
Tranche B Revolving Loan Commitments shall not exceed the Maximum
Tranche A Revolving Loan Commitments, Maximum Tranche A Over-Line
Commitments and Maximum Tranche B Revolving Loan Commitments,
respectively, then in effect and/or (2) to give effect to the
limitations set forth in subsection 2.1A(ii)(e) and the second
paragraph of subsection 2.1A(iii)."
(2) amending and restating in its entirety clause (k) of
subsection 2.4B(iii) as follows:
"(k) PREPAYMENTS OF DOMESTIC TRANCHE A REVOLVING LOANS AND
TRANCHE A OVER-LINE LOANS DUE TO AVAILABILITY OF TRANCHE B REVOLVING
LOAN COMMITMENTS. Company shall from time to time (i) prepay FIRST its
Tranche A Swing Line Loans and SECOND its Domestic Tranche A Revolving
Loans in the event that an equivalent amount or more of Tranche B
Revolving Loan Commitments becomes available and (ii) prepay its
Tranche A Over-Line Loans in the event that an equivalent amount or
more of Domestic Tranche A Revolving Loan Commitments becomes
available."
(3) amending and restating in its entirety clause (a) of
subsection 2.4B(iv) as follows:
"(a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS.
Any voluntary prepayments pursuant to subsection 2.4B(i) shall be
applied (x) in the case of Company,
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FIRST to repay Company's outstanding Swing Line Loans to the full
extent thereof, SECOND to repay Company's outstanding Tranche A
Over-Line Loans to the full extent thereof, THIRD to repay Company's
outstanding Domestic Tranche A Revolving Loans to the full extent
thereof, FOURTH to repay Company's outstanding Domestic Tranche B
Revolving Loans to the full extent thereof, and FIFTH to repay
Company's outstanding Domestic Term Loans to the full extent thereof,
or (y) in case of any Borrower other than Company, FIRST to repay such
Borrower's outstanding Tranche B Revolving Loans to the full extent
thereof, and SECOND to repay such Borrower's outstanding Term Loans to
the full extent thereof. Any voluntary prepayments of the Term Loans
pursuant to subsection 2.4B(i) shall be applied on a pro rata basis (in
accordance with the respective outstanding principal amounts thereof)
to each scheduled installment of principal of the Term Loans of each
Borrower set forth in subsections 2.4A(i) and 2.4A(ii) that is unpaid
at the time of such prepayment."
1.6 AMENDMENT TO SUBSECTION 6.8: EXECUTION OF FUTURE GUARANTIES AND
COLLATERAL DOCUMENTS.
Subsection 6.8B of the Credit Agreement is hereby amended by inserting
the phrase ", the Tranche A Over-Line Loans" after the phrase "Domestic Term
Loans".
1.7 AMENDMENT TO SUBSECTION 10.1: ASSIGNMENTS AND PARTICIPATIONS IN LOANS
AND LETTERS OF CREDIT.
Subsection 10.1B of the Credit Agreement is hereby amended by inserting
the phrase "or EXHIBIT A annexed to the Second Amendment," after the phrase
"EXHIBIT IV, EXHIBIT V, EXHIBIT VI or EXHIBIT VII annexed hereto".
1.8 ADDITION OF SUBSECTION 10.24: ALL DOMESTIC TRANCHE A LENDERS PARI
PASSU.
The Credit Agreement is hereby amended by inserting a new subsection
10.24 as follows:
"10.24 ALL DOMESTIC TRANCHE A LENDERS PARI PASSU.
Notwithstanding anything to the contrary, each of the Domestic Tranche
A Lenders shall be pari passu with respect each other Domestic Tranche A Lender
with respect to the First Priority Lien granted to such Domestic Tranche A
Lenders in the Collateral."
SECTION 2. LIMITED WAIVER
The Lenders and the Existing Lenders hereby waive the provisions
of subsection 2.4.B(iii)(a) of the Credit Agreement for the limited purpose of
permitting the Borrowers to retain Net Asset Sale Proceeds up to a maximum of
$4.5 million relating to the sale of the ▇▇▇▇▇▇▇, Pennsylvania Facility until
March 31, 2001. After such date, the Borrowers shall apply such Net Asset Sale
Proceeds in accordance with the provisions of 2.4.B(iii)(a) of the Credit
Agreement.
11
SECTION 3. CONDITIONS TO EFFECTIVENESS
Section 1 of this Second Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "SECOND
AMENDMENT EFFECTIVE DATE"):
A. BORROWER DOCUMENTS. On or before the Second Amendment
Effective Date, each Borrower shall deliver to Lenders (or to Administrative
Agent for Lenders) the following, each, unless otherwise noted, dated the Second
Amendment Effective Date:
1. Signature and incumbency certificates of their
respective officers executing this Second Amendment;
2. Six executed copies of this Second Amendment;
3. One executed copy of each of the Tranche A Over-Line
Notes; and
4. One executed and notarized copy of that certain
Second Amendment to Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing, dated as of the date hereof, by and
between Company and Administrative Agent.
B. EXECUTION OF SECOND AMENDMENT BY REQUISITE LENDERS. On or
before the Second Amendment Effective Date, Requisite Class Lenders shall have
executed and delivered copies of this Second Amendment to Administrative Agent.
C. PAYMENT OF FEES. On or before the Second Amendment
Effective Date, the Borrowers shall have paid the following fees:
1. A Tranche A Over-Line fee payable as set forth in that
certain Fee Letter addressed to the Administrative Agent and dated as of August
30, 2000; and
2. An amendment fee payable to each Lender who submits a
signed counterpart to this Second Amendment on or before 5:00 p.m. EDT on August
30, 2000 and consisting of 0.1% of each such Lender's Commitment (but excluding
such Lender's Tranche A Over-Line Commitment).
D. OTHER PROCEEDINGS. On or before the Second Amendment
Effective Date, all corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by Administrative Agent,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Administrative Agent and such counsel, and Administrative Agent and
such counsel shall have received all such counterpart originals or certified
copies of such documents as Administrative Agent may reasonably request.
SECTION 4. BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Second
Amendment and to amend the
12
Credit Agreement in the manner provided herein, each Borrower represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. CORPORATE POWER AND AUTHORITY. Each Borrower has all
requisite corporate power and authority to enter into this Second Amendment and
to carry out the transactions contemplated by, and perform its obligations
under, the Credit Agreement as amended by this Second Amendment (the "AMENDED
AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Second Amendment and the performance of the Amended Agreement have been
duly authorized by all necessary corporate action on the part of each Borrower.
C. NO CONFLICT. The execution and delivery by each Borrower of
this Second Amendment and the performance by each Borrower of the Amended
Agreement do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to such Borrower or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of such
Borrower or any of its Subsidiaries or any order, judgment or decree of any
court or other agency of government binding on such Borrower or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
such Borrower or any of its Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of such
Borrower or any of its Subsidiaries (other than Liens created under any of the
Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of such Borrower or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by each
Borrower of this Second Amendment and the performance by such Borrower of the
Amended Agreement do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal, state or
other governmental authority or regulatory body.
E. BINDING OBLIGATION. This Second Amendment and the Amended
Agreement have been duly executed and delivered by each Borrower and are the
legally valid and binding obligations of such Borrower, enforceable against such
Borrower in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.
SECTION 5. ACKNOWLEDGEMENT AND CONSENT
Company is a party to certain Guaranties and each Borrower
is a party to certain Collateral Account Agreements, Security Agreements and
Mortgages pursuant to which such Borrower has created Liens in favor of
Administrative Agent on certain Collateral to secure the Obligations. New
Holdings is a party to certain Guaranties and certain Security Agreements
pursuant to which New Holdings has guarantied the Obligations and created
Liens in favor of Administrative Agent on certain Collateral to secure its
obligations under the Guaranties. Each Borrower and New Holdings are
collectively referred to herein as the "CREDIT SUPPORT PARTIES",
13
and all such Guaranties and Collateral Documents referred to above are
collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Second
Amendment and consents to the amendment of the Credit Agreement effected
pursuant to this Second Amendment. Each Credit Support Party hereby confirms
that each Credit Support Document to which it is a party or otherwise bound
and all Collateral encumbered thereby will continue to guarantee or secure,
as the case may be, to the fullest extent possible the payment and
performance of all "Obligations," "Guarantied Obligations" and "Secured
Obligations," as the case may be (in each case as such terms are defined in
the applicable Credit Support Document), including without limitation the
payment and performance of all such "Obligations," "Guarantied Obligations"
or "Secured Obligations," as the case may be, in respect of the Obligations
of the Borrowers now or hereafter existing under or in respect of the Credit
Agreement.
Each Credit Support Party acknowledges and agrees that any
of the Credit Support Documents to which it is a party or otherwise bound
shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or
limited by the execution or effectiveness of this Second Amendment. Each
Credit Support Party represents and warrants that all representations and
warranties contained in the Credit Agreement and the Credit Support Documents
to which it is a party or otherwise bound are true, correct and complete in
all material respects on and as of the Second Amendment Effective Date to the
same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in
which case they were true, correct and complete in all material respects on
and as of such earlier date.
Each Credit Support Party (other than the Borrowers)
acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Second Amendment, such Credit Support Party
is not required by the terms of the Credit Agreement or any other Loan
Document to consent to the amendments to the Credit Agreement effected
pursuant to this Second Amendment and (ii) nothing in the Credit Agreement,
this Second Amendment or any other Loan Document shall be deemed to require
the consent of such Credit Support Party to any future amendments to the
Credit Agreement.
14
SECTION 6. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(i) On and after the Second Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the
"Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended.
(ii) Except as specifically amended by this Second Amendment,
the Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Second
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of Administrative Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.
B. FEES AND EXPENSES. Each Borrower acknowledges that all
costs, fees and expenses as described in subsection 10.2 of the Credit Agreement
incurred by Administrative Agent and its counsel with respect to this Second
Amendment and the documents and transactions contemplated hereby shall be for
the account of the Borrowers.
C. HEADINGS. Section and subsection headings in this Second
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Second Amendment for any other purpose or be given any
substantive effect.
D. APPLICABLE LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS. This Second Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[Remainder of page intentionally left blank]
15
IN WITNESS WHEREOF, each of the undersigned have hereunto
caused this Second Amendment to be duly executed and delivered in the capacities
set forth on SCHEDULE 2.1 to the Credit Agreement by their respective officers
thereunto duly authorized as of the date first written above.
▇▇▇▇ GRAPHIC SYSTEMS, INC.,
as a Borrower
By: ______________________
Title: ___________________
▇▇▇▇ GRAPHIC SYSTEMS LIMITED,
as a Borrower
By: ______________________
Title: ___________________
▇▇▇▇ SYSTEMES GRAPHIQUES NANTES S.A.,
as a Borrower
By: ______________________
Title: ___________________
▇▇▇▇ GRAPHIC SYSTEMS JAPAN CORPORATION,
as a Borrower
By: ______________________
Title: ___________________
▇▇▇▇ HOLDINGS, INC.,
as a Credit Support Party
By: ______________________
Title: ___________________
S-1
LENDERS:
BANKERS TRUST COMPANY,
as Administrative Agent and as a Lender
By: ______________________
Title: ___________________
▇-▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as a Lender
By: ______________________
Title: ___________________
S-3
BANK ONE,
as a Lender
By: ______________________
Title: ___________________
S-4
BARCLAYS BANK, PLC,
as a Lender
By: ______________________
Title: ___________________
S-5
BEAR, ▇▇▇▇▇▇▇ & CO. INC.,
as a Lender
By: ______________________
Title: ___________________
S-6
CHASE SECURITIES INC., as agent for The
Chase Manhattan Bank, as a Lender
By: ______________________
Title: ___________________
S-7
CREDIT AGRICOLE INDOSUEZ,
as a Lender
By: ______________________
Title: ___________________
By: ______________________
Title: ___________________
S-8
DEUTSCHE FINANCIAL SERVICES CORPORATION,
as a Lender
By: ______________________
Title: ___________________
S-9
D. K. ACQUISITION PARTNERS,
as a Lender
By: ______________________
Title: ___________________
▇-▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇.,
as a Lender
By: ______________________
Title: ___________________
S-11
THE FUJI BANK, LIMITED,
as a Lender
By: ______________________
Title: ___________________
S-12
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: ______________________
Title: ___________________
S-13
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.,
as a Lender
By: ______________________
Title: ___________________
S-14
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as a Lender
By: ______________________
Title: ___________________
S-15
NATIONAL WESTMINSTER BANK PLC,
as a Lender
By: ______________________
Title: ___________________
S-16
TRI-LINKS INVESTMENT TRUST
(NOMURA), by Wilmington Trust Company
Owner Trustee, as a Lender
By: _______________________
Title: ____________________
S-17
STONEHILL INSTITUTIONAL PARTNERS, L.P.,
as a Lender
By: _______________________
Title: ____________________
S-18
SCHEDULE 2
Tranche A Over-Line Commitments
BankersTrust [Deutsche sub] $3,720,000.00
Chase 5,000,000.00
DK Acquisition Partners 3,000,000.00
▇▇▇▇▇▇ 2,280,000.00
Stonehill 1,000,000.00
--------------------------------------------------------
Total $15,000,000.00
EXHIBIT A
[FORM OF TRANCHE A OVER-LINE NOTE]
▇▇▇▇ GRAPHIC SYSTEMS, INC.
PROMISSORY NOTE DUE OVER-LINE
COMMITMENT TERMINATION DATE
$[1] New York, New York
August ___, 2000
FOR VALUE RECEIVED, ▇▇▇▇ GRAPHIC SYSTEMS, INC., a corporation
organized under the laws of the State of Delaware ("BORROWER"), promises to pay
to the order of [2] ("PAYEE"), on or before the Over-Line Commitment Termination
Date, the lesser of (x) an amount equal to [3] ($[4]) and (y) the unpaid
principal amount of all advances made by Payee to Borrower as Tranche A
Over-Line Loans under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Second Amended and Restated Multicurrency Credit Agreement, dated as of
November 19, 1999 (said Second Amended and Restated Multicurrency Credit
Agreement, as it may be amended, supplemented or otherwise modified from time to
time, being the "CREDIT AGREEMENT", the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among Borrower,
▇▇▇▇ Graphic Systems Limited, a company organized under the laws of England,
▇▇▇▇ Systemes Graphiques Nantes S.A., a SOCIETE ANONYME organized under the laws
of the Republic of France, ▇▇▇▇ Graphic Systems Japan Corporation, a corporation
organized under the laws of Japan, the financial institutions acting as lenders
and listed on the signature pages thereof ("LENDERS"), the financial
institutions acting as indemnifying lenders and identified as such in Schedule
2.1 annexed thereto, Bankers Trust Company, as administrative agent for Lenders
(in such capacity, "ADMINISTRATIVE AGENT"), and ▇▇▇▇▇▇ Brothers, as
documentation agent for Lenders.
This Note is one of Borrower's "Tranche A Over-Line Notes" in
the aggregate principal amount of up to $15,000,000 and is issued pursuant to
and entitled to the benefits of the Credit Agreement, to which reference is
hereby made for a more complete statement of the terms and conditions under
which the Tranche A Over-Line Loans evidenced hereby were made and are to be
repaid.
All payments of principal and interest in respect of this Note
shall be made in Dollars at the applicable Funding and Payment Office, or at
such other place as shall be designated in writing for such purpose in
accordance with the terms of the Credit Agreement.
--------------------
1 Insert amount of Lender's Tranche A Over-Line Commitment valued in
Dollar Equivalents in numbers.
2 Insert Lender's name in capital letters.
3 Insert amount of Lender's Tranche A Over-Line Commitment valued in
Dollar Equivalents in words.
Unless and until an Assignment Agreement effecting the assignment or transfer
of this Note shall have been accepted by Administrative Agent and recorded in
the Register as provided in subsection 10.1B(ii) of the Credit Agreement,
Borrower and Administrative Agent shall be entitled to deem and treat Payee
as the owner and holder of this Note and the Loans evidenced hereby. Each of
Payee and any subsequent permitted assignee of this Note agrees, by its
acceptance hereof, that before disposing of this Note or any part hereof it
will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; PROVIDED,
HOWEVER, that the failure to make a notation of any payment made on this Note
shall not limit or otherwise affect the obligations of Borrower hereunder
with respect to payments of principal of or interest on this Note.
Unless and until an Assignment Agreement effecting the assignment or transfer
of this Note shall have been accepted by Administrative Agent and recorded in
the Register as provided in subsection 10.1B(ii) of the Credit Agreement,
Borrower and Administrative Agent shall be entitled to deem and treat Payee
as the owner and holder of this Note and the Loans evidenced hereby. Each of
Payee and any subsequent permitted assignee of this note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the dated to which interest hereon has been paid; PROVIDED,
HOWEVER, that the failure to make a notation of any payment made on this Note
shall not limit or otherwise affect the obligations of Borrower hereunder
with respect to payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note; PROVIDED that if the day on
which payment relating to an Offshore Rate Loan is due is not a Business Day but
is a day of the month after which no further Business Day occurs in that month,
then the due date shall be the next preceding Business Day.
This Note is subject to mandatory prepayment as provided in
subsection 2.4B(iii) of the Credit Agreement and to prepayment at the option of
Borrower as provided in subsection 2.4B(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.
The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment
as provided in subsections 10.1 and 10.16 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision
of this Note or the Credit Agreement shall alter or impair the obligations of
Borrower, which are absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.
Borrower promises to pay all costs and expenses, including
reasonable attorneys' fees, all as provided in subsection 10.2 of the Credit
Agreement, incurred in the collection and enforcement of this Note. Borrower and
any endorsers of this Note hereby consent to renewals and extensions of time at
or after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
[Signature page to immediately follow]
IN WITNESS WHEREOF, Borrower has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.
▇▇▇▇ GRAPHIC SYSTEMS, INC.
By: __________________________
Title: _______________________
TRANSACTIONS
ON
TRANCHE A OVER-LINE NOTE
Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Paid Balance Notation
Date This Date This Date This Date This Date Made By
---- ----------- ------------- --------------- --------------- --------
EXHIBIT B
[FORM OF NOTICE OF BORROWING]
NOTICE OF BORROWING
Pursuant to that certain SECOND AMENDED AND RESTATED
MULTICURRENCY CREDIT AGREEMENT, dated as of November 19, 1999 (said Second
Amended and Restated Multicurrency Credit Agreement, as it may be amended,
supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among ▇▇▇▇ GRAPHIC SYSTEMS, INC., a
corporation organized under the laws of the State of Delaware ("COMPANY"), ▇▇▇▇
GRAPHIC SYSTEMS LIMITED, a company organized under the laws of England ("▇▇▇▇
UK"), ▇▇▇▇ SYSTEMES GRAPHIQUES NANTES S.A., a SOCIETE ANONYME organized under
the laws of the Republic of France ("▇▇▇▇ FRANCE"), ▇▇▇▇ GRAPHIC SYSTEMS JAPAN
CORPORATION, a corporation organized under the laws of Japan ("▇▇▇▇ JAPAN"), THE
FINANCIAL INSTITUTIONS ACTING AS LENDERS AND LISTED ON THE SIGNATURE PAGES
THEREOF, THE FINANCIAL INSTITUTIONS ACTING AS INDEMNIFYING LENDERS AND
IDENTIFIED AS SUCH IN SCHEDULE 2.1 ANNEXED THERETO, BANKERS TRUST COMPANY, as
administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"), and
▇▇▇▇▇▇ BROTHERS, as documentation agent for Lenders, this represents
[Company's][▇▇▇▇ UK's][▇▇▇▇ France's][▇▇▇▇ Japan's] request to borrow as
follows:
1. DATE OF BORROWING: ___________________, _________
2. AMOUNT OF BORROWING: [$][(pound)][DM][FF][(Y)]___________________
3. TYPE OF LOANS: / / a. Domestic Term Loans
/ / b. UK Term Loans
/ / c. Domestic Tranche A Revolving Loans
/ / d. Tranche A Over-Line Loans
/ / e. Tranche B Revolving Loans
/ / f. Swing Line Loan
4. INTEREST RATE OPTION: / / a. Base Rate Loan(s)
/ / b. Offshore Rate Loan(s) with an initial Interest Period of one
month
5. APPLICABLE CURRENCY: _______________________
The proceeds of such Loans are to be credited to the account of such Borrower at
the applicable Funding and Payment Office.
The undersigned officer, to the best of his or her knowledge,
and such Borrower certify that:
(i) The representations and warranties contained in
the Credit Agreement and the other Loan Documents are true, correct and
complete in all material respects on and as of the date hereof to the
same extent as though made on and as of the date hereof, except to the
extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties were
true, correct and complete in all material respects on and as of such
earlier date;
(ii) No event has occurred and is continuing or
would result from the consummation of the borrowing contemplated hereby
that would constitute an Event of Default or a Potential Event of
Default;
(iii) Borrower and its Subsidiaries have performed in
all material respects all agreements and satisfied all conditions which
the Credit Agreement provides shall be performed or satisfied by them
on or before the date hereof;
(iv) Each of the other conditions to funding set
forth in subsection 4.2 of the Credit Agreement will be satisfied on
the proposed Funding Date; and
(v) After giving effect to the requested Loans,
Borrowers will be in compliance with the limitations on Revolving
Loans, Swing Line Loans and Revolving Loan Commitments set forth in
subsections 2.1A(ii) and 2.1A(iii).
DATED: ____________________ [▇▇▇▇ GRAPHIC SYSTEMS, INC.]
[▇▇▇▇ GRAPHIC SYSTEMS LIMITED]
[▇▇▇▇ SYSTEMES GRAPHIQUES NANTES S.A.]
[▇▇▇▇ GRAPHIC SYSTEMS JAPAN CORPORATION]
By: __________________________
Title: _______________________