Exhibit 10.1
AMENDMENT NO.4 TO THE CREDIT AGREEMENT
Dated as of September 23, 2005
AMENDMENT NO.4 TO THE CREDIT AGREEMENT among PAXAR CORPORATION, a New
York corporation ("Paxar"), the other Borrowers party thereto, the Lender
Parties party thereto, BANK OF AMERICA, NA. (successor by merger to Fleet
National Bank) ("Bank of America"), as Administrative Agent (in such capacity,
the "Agent"), Initial Issuing Bank and Swing Line Bank, SunTrust Bank
("SunTrust"), as Syndication Agent and HSBC Bank USA, as Documentation Agent.
PRELIMINARY STATEMENTS
(1) Paxar, the other Borrowers, the Lender Parties and the Agent have
entered into a Second Amended and Restated Credit Agreement dated as of
September 24, 2002 (as amended by Amendment No. 1 to the Credit Agreement and
Letter Waiver dated as of December 16, 2003, Amendment and Waiver No. 2 to the
Credit Agreement dated as of February 11, 2004 and Amendment No. 3 to the Credit
Agreement dated as of March 10, 2004, the "Credit Agreement"). Capitalized terms
not otherwise defined in this Amendment have the same meanings as specified in
the Credit Agreement.
(2) Paxar has requested that the Lenders agree to amend the Credit
Agreement to extend the Termination Date to December 31, 2005 (the "Extension").
(5) The Lenders are, on the terms and conditions stated below, willing
to grant Par's request and Paxar and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. Amendment to the Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 of this Amendment, hereby amended by
amending the definition of "Termination Date" set for in Section 1.01 thereof in
its entirety to read as follows:
" "Termination Date" means the earlier of December 31, 2005 and the
date of termination in whole of the Commitments pursuant to Section 2.06 or
6.01."
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, the following
conditions are satisfied:
(a) The Agent shall have received
1
(i) counterparts of this Amendment executed by Paxar and each of the
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such
Lender has executed this Amendment;
(ii) the consent attached hereto executed by each Subsidiary Guarantor;
and
(iii) certified copies of the resolutions of the Board of Directors or
equivalent governing body of each of Paxar, Paxar Central Europe GmbH and Paxar
U.K., Ltd., evidencing approval of this Amendment and all matters and
transactions contemplated hereby; and
(b) (i) The representations and warranties contained in Section 4.01 of
the Credit Agreement are true and correct on and as of the date of the Extension
as though made on and as of such date, other than any representations and
warranties that, by their terms, refer to a specific date other than the date of
the Extension, in which case, on and as of such specific date and (ii) no event
shall have occurred and be continuing, or would result from the Extension, that
constitutes a Default; and the Agent shall have received a certificate of a duly
authorized officer of Paxar as to the satisfaction of the conditions set forth
in clauses (i) and (ii).
(c) Paxar shall have paid all accrued fees and expenses of the Agent
(including the accrued fees and expenses of counsel to the Agent).
This Amendment is subject to the provisions of Section 9.03 of the Credit
Agreement.
SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof' or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
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 by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly set forth herein, operate as a waiver of any right,
power or remedy of any Lender Party or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 4. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
PAXAR CORPORATION
By______________________________________________________
Title:
BANK OF AMERICA, N.A. (successor by merger to Fleet National
Bank}, as Administrative Agent and as Lender
By______________________________________________________
Title:
SUNTRUST BANK, as Lender
By______________________________________________________
Title:
HSBC BANK USA, as Lender
By______________________________________________________
Title:
ABN AMRO BANK N.V., as Lender
By______________________________________________________
Title:
THE BANK OF NEW YORK, as Lender
By______________________________________________________
Title:
CONSENT
Dated as of September 23, 2005
Each of the undersigned, as Subsidiary Guarantor under the Subsidiary
Guaranty dated March 3, 1997 (as supplemented by the Guaranty Supplement dated
as of September 24, 2002 and as otherwise supplemented through the date hereof,
the "Subsidiary Guaranty") in favor of the agent and the Lenders parties to the
Credit Agreement referred to in the foregoing Amendment, hereby consents to such
Amendment and hereby confirms and agrees that notwithstanding the effectiveness
of such Amendment, the Subsidiary Guaranty is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects.
PAXAR AMERICAS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
PAXAR CAPITAL CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
PAXAR INTERNATIONAL HOLDINGS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President