AMENDMENT NO. 1 Dated as of February 28, 2008 to the CREDIT AGREEMENT Dated as of January 28, 2005
EXHIBIT
10.1
EXECUTION
COPY
This
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) is made as of
February 28, 2008 by and among SCHAWK, INC. (the “Borrower”), the financial
institutions listed on the signature pages hereof and JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, in its capacity as contractual representative for itself
and the other Lenders (in such capacity, the “Agent”) under that certain
Credit Agreement dated as of January 28, 2005 by and among the Borrower, the
Alternate Currency Borrowers from time to time party thereto, the Lenders and
the other “Lenders” from time to time party thereto, JPMorgan Chase Bank,
National Association, as Collateral Agent, and the Agent (as amended prior to
the date hereof, the “Credit
Agreement”). Defined terms used
herein and not otherwise defined herein shall have the meaning given to them in
the Credit Agreement.
WITNESSETH
WHEREAS,
the Borrower, the Lenders and the Agent have agreed to amend the Credit
Agreement on the terms and conditions set forth herein; and
NOW,
THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
have agreed to the following amendment to the Credit Agreement:
1. Amendment to the Credit
Agreement. Effective as of the
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section
2 below, the Credit Agreement is hereby amended as follows:
1.1. The
definition of “Maximum Acquisition Amount” set forth in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:
“Maximum Acquisition
Amount” means, for any
rolling period of twelve consecutive months, $75,000,000.
1.2 The
definition of “Permitted Foreign Subsidiary Investment Amount” set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety as follows:
“Permitted Foreign Subsidiary
Investment Amount” means
$120,000,000.
1.3 Section
7.3(F) of the Credit Agreement is hereby amended to delete the reference to the
dollar amount “$15,000,000” set forth therein and to replace such dollar amount
with the dollar amount “$45,000,000”.
2. Conditions of
Effectiveness. The effectiveness of
this Amendment is subject to the condition precedent that (a) the Agent shall
have received (i) counterparts of this Amendment duly executed by the Borrower,
the Required Lenders and the Agent and the Consent and Reaffirmation attached
hereto duly executed by the Subsidiary Guarantors, (ii) such instruments and
documents as are reasonably requested by the Agent and (iii) for the account of
each Lender that executes and delivers a counterpart to this Amendment by such
time as is requested by the Agent, an amendment fee in an amount equal to 0.05%
of such Lender’s Revolving Loan Commitment and (b) the Borrower shall have paid
all fees and, to the extent invoiced, expenses of the Agent (including
attorneys’ fees and expenses) in connection with this Amendment.
3. Representations and
Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:
(a) This
Amendment and the Credit Agreement as previously executed and as amended hereby,
constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms.
(b) Upon
the effectiveness of this Amendment and after giving effect hereto, (i) the
Borrower hereby reaffirms all covenants, representations and warranties made in
the Credit Agreement as amended hereby, and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment (unless any such representation and warranty is
made as of a specific date, in which case, such representation and warranty
shall be remade as of such date) and (ii) no Default or Unmatured Default has
occurred and is continuing.
4. Reference to the
Effect on the Credit
Agreement.
(a) Upon
the effectiveness of Section 1 hereof, on
and after the date hereof, each reference in the Credit Agreement or in any
other Loan Document (including any reference therein to “this Credit Agreement,”
“hereunder,” “hereof,” “herein” or words of like import referring thereto) shall
mean and be a reference to the Credit Agreement as amended hereby.
(b) Except
as specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect, and are hereby ratified and
confirmed.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or
delivered in connection therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735
ILCS 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS) OF THE STATE OF ILLINOIS.
6. Headings. Section headings in
this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose.
7. Counterparts. This Amendment may
be executed by one or more of the parties to the Amendment on any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
2
[signature
page follows]
3
IN
WTTNESS WHEREOF, this Amendment has been duly executed as of the day and year
first above written.
| SCHAWK, INC., as the Borrower | |||
|
|
|||
|
|
By:
|
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| Title: Sr. VP & CFO | |||
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Agent and as a Lender | |||
|
|
|||
|
|
By:
|
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ | |||
| Title: Assistant Vice President | |||
| BANK OF AMERICA, N.A., as a Lender | |||
|
|
|||
|
|
By:
|
/s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| Title: Senior Vice President | |||
| THE NORTHERN TRUST COMPANY, as a Lender | |||
|
|
|||
|
|
By:
|
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: Second Vice President | |||
| ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a Lender | |||
|
|
|||
|
|
By:
|
/s/▇▇▇▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇ | |||
| Title: Assistant Vice President | |||
| ASSOCIATED BANK, N.A., as a Lender | |||
|
|
|||
|
|
By:
|
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Title: Vice President | |||
Signature Page to Amendment No.
1
Schawk, Inc.
Credit Agreement dated as of January
28, 2005