Exhibit 4 (b)
May 12, 1994
Banta Corporation
225 Main Street
Menasha, Wisconsin 54952-8003
Gentlemen:
Reference is made to the agreement between George Banta Company, Inc. (now
known as Banta Corporation and herein called the "Company") and The Prudential
Insurance Company of America (herein called "Prudential"), dated December 9,
1986, as amended (herein called the "1986 Agreement"), pursuant to which the
Company issued and sold and Prudential purchased the Company's 8.58%
promissory note in the principal amount of $10,000,000, due November 15, 1996
(herein called the "1986 Note").
Further reference is made to the agreement between the Company and Prudential
dated as of June 24, 1988 (herein called the "1988 Agreement" and together
with the 1986 Agreement, the "Agreements"), pursuant to which the Company
issued and sold and Prudential purchased the Company's 10.11% promissory note
in the principal amount of $15,000,000, due July 1, 1999 (herein called the
"1988 Note").
Pursuant to the request of the Company and the provisions of paragraph 11C of
each of the Agreements, Prudential hereby consents that each of the Agreements
shall be amended as follows subject to the satisfaction of the condition set
forth below:
1. Paragraphs 5 and 6 of each of the Agreements shall be amended and
restated in their entirety, as follows:
5. AFFIRMATIVE COVENANTS.
5A. Financial Statements. The Company covenants
that it will deliver to each Significant Holder in
triplicate:
(i) as soon as practicable and in any event
within 45 days after the end of each quarterly
period (other than the last quarterly period) in
each fiscal year, consolidated statements of
income and cash flows of the Company and its
Subsidiaries for the period from the beginning of
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May 12, 1994
Page 2
the current fiscal year to the end of such
quarterly period, and a consolidated balance sheet
of the Company and its Subsidiaries as at the end
of such quarterly period, setting forth in each
case in comparative form figures for the
corresponding period in the preceding fiscal year,
all in reasonable detail and certified by an
authorized financial officer of the Company,
subject to changes resulting from year-end
adjustments; provided, however, that delivery
pursuant to clause (iii) below of copies of the
Quarterly Report on Form 10-Q of the Company for
such quarterly period filed with the Securities
and Exchange Commission shall be deemed to satisfy
the requirements of this clause (i);
(ii) as soon as practicable and in any event
within 90 days after the end of each fiscal year,
consolidated statements of income, stockholders'
equity and cash flows of the Company and its
Subsidiaries for such year, and a consolidated
balance sheet of the Company and its Subsidiaries
as at the end of such year, setting forth in each
case in comparative form corresponding
consolidated figures from the preceding annual
audit, all in reasonable detail and satisfactory
in form to the holder(s) of the Notes, and
reported on by independent public accountants of
recognized national standing selected by the
Company whose report shall be without limitation
as to scope of the audit and satisfactory in
substance to the holder(s) of the Notes; provided,
however, that delivery pursuant to clause (iii)
below of copies of the Annual Report on Form 10-K
of the Company for such fiscal year filed with the
Securities and Exchange Commission shall be deemed
to satisfy the requirements of this clause (ii);
(iii) promptly upon transmission thereof,
copies of all such financial statements, proxy
statements, notices and reports as it shall send
to its public stockholders and copies of all
registration statements (without exhibits), other
than registration statements on Form S-8 or any
successor form, and all reports which it files
(exclusive of filings on Form 11-K or any
successor form) with the Securities and Exchange
Commission (or any governmental body or agency
succeeding to the functions of the Securities and
Exchange Commission);
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May 12, 1994
Page 3
(iv) promptly upon receipt thereof, a copy
of each other report submitted to the Company or
any Subsidiary by independent accountants in
connection with any annual, interim or special
audit made by them of the financial statements or
records of the Company or any Subsidiary; and
(v) with reasonable promptness, such other
financial data as such Significant Holder may
reasonably request.
Together with each delivery of financial statements
required by clauses (i) and (ii) above, the Company
will deliver to each Significant Holder an Officer's
Certificate (a) demonstrating (with computations in
reasonable detail) compliance by the Company and its
Subsidiaries with the provisions of paragraphs 6C(1),
6C(2), 6C(3), 6C(4) and 6C(6), (b) setting forth the 60
consecutive day "clean down period" selected by the
Company as contemplated by clause (ii) of the
definition of "Funded Debt" appearing in paragraph 10B
and (c) stating that there exists no Event of Default
or Default, or, if any Event of Default or Default
exists, specifying the nature and period of existence
thereof and what action the Company proposes to take
with respect thereto. Together with each delivery of
financial statements required by clause (ii) above, the
Company will deliver to each Significant Holder a
certificate of such accountants stating that, in making
the audit necessary to the certification of such
financial statements, they have obtained no knowledge
of any Event of Default or Default, or, if they have
obtained knowledge of any Event of Default or Default,
specifying the nature and period of existence thereof.
Such accountants, however, shall not be liable to
anyone by reason of their failure to obtain knowledge
of any Event of Default or Default which would not be
disclosed in the course of an audit conducted in
accordance with generally accepted auditing standards.
The Company also covenants that forthwith upon any
Responsible Officer obtaining knowledge of an Event of
Default or Default, it will deliver to each Significant
Holder an Officer's Certificate specifying the nature
and period of existence thereof and what action the
Company proposes to take with respect thereto.
5B. Inspection of Property. The Company
covenants that it will permit any Person designated by
any Significant Holder in writing, at such Significant
Holder's expense, to visit and inspect any of the
properties of the Company and its Subsidiaries, to
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May 12, 1994
Page 4
examine the corporate books and financial records of
the Company and its Subsidiaries and make copies
thereof or extracts therefrom and to discuss the
affairs, finances and accounts of any of such
corporations with the principal officers of the Company
and its independent public accountants, all at such
reasonable times and as often as such Significant
Holder may reasonably request.
5C. Covenant to Secure Note Equally. The Company
covenants that, if it or any Subsidiary shall create or
assume any Lien upon any of its property or assets,
whether now owned or hereafter acquired, other than
Liens permitted by the provisions of paragraph 6C(1)
(unless prior written consent to the creation or
assumption thereof shall have been obtained pursuant to
paragraph 11C), it will make or cause to be made
effective provision whereby the Notes will be secured
by such Lien equally and ratably with any and all other
Debt thereby secured so long as any such other Debt
shall be so secured.
5D. Information Required by Rule 144A. The
Company covenants that it will, upon the request of the
holder of any Note, provide such holder, and any
qualified institutional buyer designated by such
holder, such financial and other information as such
holder may reasonably determine to be necessary in
order to permit compliance with the information
requirements of Rule 144A under the Securities Act in
connection with the resale of Notes, except at such
times as the Company is subject to the reporting
requirements of section 13 or 15(d) of the Exchange
Act. For the purpose of this paragraph 5D, the term
"qualified institutional buyer" shall have the meaning
specified in Rule 144A under the Securities Act.
5E. Compliance With Environmental Laws. The
Company will, and will cause each of its Subsidiaries
to, comply in a timely fashion with, or operate
pursuant to valid waivers of the provisions of, all
Environmental Laws, except where noncompliance would
not adversely affect the business, condition (financial
or other) or operations of the Company and its
Subsidiaries taken as a whole.
5F. Maintenance of Insurance. The Company
covenants that it and each of its Subsidiaries will
maintain insurance in such amounts and against such
casualties, liabilities, risks, contingencies and
hazards as is customarily maintained by other similarly
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May 12, 1994
Page 5
situated companies operating similar businesses and,
upon request of a Significant Holder, together with
each delivery of financial statements under clause (ii)
of paragraph 5A it will deliver an Officers'
Certificate specifying the details of such insurance in
effect.
6. NEGATIVE COVENANTS.
6A. Current Ratio Requirement. The Company
covenants that it will not permit the ratio of
consolidated current assets to consolidated current
liabilities at any time to be less than l.5 to 1.0.
6B. [Intentionally left blank.]
6C. Lien, Debt and Other Restrictions. The
Company covenants that it will not and will not permit
any Subsidiary to:
6C(1). Liens. Create, assume or suffer to exist
any Lien upon any of its property or assets, whether
now owned or hereafter acquired (whether or not
provision is made for the equal and ratable securing of
the Note in accordance with the provisions of paragraph
5C), except
(i) Liens for taxes not yet due or which are
being actively contested in good faith by
appropriate proceedings,
(ii) other Liens incidental to the conduct of
its business or the ownership of its property and
assets which were not incurred in connection with
the borrowing of money or the obtaining of
advances or credit, and which do not in the
aggregate materially detract from the value of its
property or assets or materially impair the use
thereof in the operation of its business,
(iii) Liens on property or assets of a
Subsidiary to secure obligations of such
Subsidiary to the Company or another Subsidiary,
(iv) Liens securing Debt and existing on any
property of any corporation at the time it becomes
a Subsidiary, or existing prior to the time of
acquisition upon any property acquired by the
Company or any Subsidiary through purchase, merger
or consolidation or otherwise, whether or not
expressly assumed by the Company or such
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May 12, 1994
Page 6
Subsidiary, provided that (a) such Lien shall not
have been created, incurred or assumed in
contemplation of such purchase, merger,
consolidation or other event, (b) each such Lien
shall be confined solely to the item(s) of
property so acquired, (c) the Debt secured by such
Lien shall not be renewed, extended or refunded
and (d) the aggregate amount of Debt secured by
all such Liens at no time exceeds 25% of
Consolidated Tangible Net Worth, and
(v) other Liens securing Debt, provided that
the aggregate amount of Debt secured by all such
Liens shall at no time exceed 10% of Consolidated
Tangible Net Worth,
provided that Priority Debt shall at no time exceed the
lesser of (1) 25% of Consolidated Tangible Net Worth
and (2) 10% of Consolidated Tangible Net Worth plus
Debt described in clause (iv), above;
6C(2). Debt. Create, incur, assume or suffer to
exist any Debt, except
(i) Debt represented by the Notes,
(ii) Debt of any Subsidiary to the Company or
another Subsidiary, and
(iii) additional Debt of the Company (other
than to a Subsidiary) and of Subsidiaries,
provided that (a) Consolidated Funded Debt shall at no
time exceed an amount equal to 50% of Tangible
Capitalization and (b) Priority Debt shall at no time
exceed the lesser of (1) 25% of Consolidated Tangible
Net Worth and (2) 10% of Consolidated Tangible Net
Worth plus Debt described in clause (iv) of paragraph
6C(1);
6C(3). Loans, Advances and Investments. Make or
permit to remain outstanding any loan or advance to, or
own, purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any
capital contribution to, any Person, except:
(i) make or permit to remain outstanding
loans or advances to any Subsidiary,
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May 12, 1994
Page 7
(ii) own, purchase or acquire stock
obligations or securities of a Subsidiary or of a
Person which immediately after such purchase or
acquisition will be a Subsidiary,
(iii) acquire and own stock, obligations or
securities received in settlement of debts
(created in the ordinary course of business) owing
to the Company or any Subsidiary,
(iv) own, purchase or acquire (a) direct
obligations of, or obligations guaranteed by, the
United States of America, (b) banker's
acceptances, certificates of deposit and
repurchase agreements with respect to same, in
each case due within one year from the date of
purchase issued by a commercial bank located and
incorporated in the United States or Canada with
capital and surplus of at least $100 million
(U.S.) and (c) commercial paper rated P-1 by
Moody's Investors Service, Inc. or A-1 by Standard
& Poor's Corporation and maturing not more than
one year from the date of purchase thereof,
(v) own, purchase or acquire other
obligations maturing not more than 90 days from
the date of purchase thereof rated "AAA" by
Standard and Poor's Corporation or "Aaa" by
Moody's Investors Service, Inc.,
(vi) make or permit to remain outstanding
travel and other like advances to officers and
employees of the Company or a Subsidiary in the
ordinary course of business, and
(vii) make other loans, advances and
investments not to exceed 5% of Consolidated
Tangible Net Worth at any time;
6C(4). Sale of Stock and Debt of Subsidiaries.
Sell or otherwise dispose of, or part with control of,
any shares of stock or Debt of any Subsidiary, except
to the Company or another Subsidiary, and except that
all shares of stock and Debt of any Subsidiary at the
time owned by or owed to the Company and all
Subsidiaries may be sold as an entirety for a
consideration which represents the fair value (as
determined in good faith by the Board of Directors of
the Company) at the time of sale of the shares of stock
and Debt so sold; provided that (a) such sale or other
disposition is treated as a Transfer of assets of such
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May 12, 1994
Page 8
Subsidiary and is permitted by paragraph 6C(6) and (b)
at the time of such sale, such Subsidiary shall not
own, directly or indirectly, any shares of stock or
Debt of any other Subsidiary (unless all of the shares
of stock and Debt of such other Subsidiary owned,
directly or indirectly, by the Company and all
Subsidiaries are simultaneously being sold as permitted
by this paragraph 6C(4));
6C(5). Merger and Consolidation. Merge or
consolidate with or into any other Person, except that:
(i) any Subsidiary may merge or consolidate
with or into the Company, provided that the
Company is the continuing or surviving
corporation,
(ii) any Subsidiary may merge or consolidate
with or into another Subsidiary provided that no
Default or Event of Default exists or would exist
immediately after giving effect thereto, and
(iii) the Company may merge or consolidate
with any other corporation, provided that (a) the
Company shall be the continuing or surviving
corporation, and (b) no Default or Event of
Default exists or would exist immediately after
giving effect thereto;
6C(6). Transfer of Assets. Transfer any of its
assets except that:
(i) any Subsidiary may Transfer assets to
the Company,
(ii) the Company or any Subsidiary may sell
inventory in the ordinary course of business, and
(iii) the Company or any Subsidiary may
otherwise Transfer assets, provided that after
giving effect thereto (a) the Three Year
Percentage of Assets Transferred pursuant to this
clause (iii) and paragraph 6C(4) shall not exceed
10% and (b) the Three Year Percentage of Earnings
Capacity Transferred pursuant to this clause (iii)
and paragraph 6C(4) shall not exceed 10%;
6C(7). Sale or Discount of Receivables. Sell
with recourse, pledge, or discount or otherwise sell
for less than the face value thereof, any of its notes
or accounts receivable;
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May 12, 1994
Page 9
6C(8). Related Party Transactions. Directly or
indirectly, purchase, acquire or lease any property
from, or sell, transfer or lease any property to, or
otherwise deal with, in the ordinary course of business
or otherwise any Related Party; provided that the
foregoing shall not prohibit any transaction in the
ordinary course of business on terms no less favorable
to the Company or a Subsidiary than if no such
relationship existed; or
6C(9). Margin Securities. Permit the aggregate
market value of all "margin securities", as defined in
paragraph 8I, owned by the Company and its Subsidiaries
at any time to be greater than 25% of the value of the
consolidated assets of the Company and its
Subsidiaries, as determined by any reasonable method.
2. Paragraph 10 of each of the Agreements shall be amended by
(i) adding thereto the following defined terms and (ii)
deleting any defined term presently appearing therein if a
new definition therefor is provided below:
"Affiliate" shall mean, with respect to any
Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect
common control with such first Person (excluding, in
the case of the Company, any (i) Subsidiary and (ii)
any officer or director of the Company or a Subsidiary,
solely in his or her capacity as such). A Person shall
be deemed to control another Person if such first
Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and
policies of such other Person, whether through the
ownership of voting securities, by contract or
otherwise.
"Authorized Officer" shall mean (i) in the case of
the Company, its chief executive officer, its chief
financial officer, its treasurer, any vice president of
the Company designated as an "Authorized Officer" of
the Company in the Information Schedule attached hereto
or any vice president of the Company designated as an
"Authorized Officer" of the Company for the purpose of
this Agreement in an Officer's Certificate executed by
the Company's chief executive officer or chief
financial officer and delivered to Prudential, and (ii)
in the case of Prudential, any officer of Prudential
designated as its "Authorized Officer" in the
Information Schedule or any officer of Prudential
designated as its "Authorized Officer" for the purpose
of this Agreement in a certificate executed by one of
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May 12, 1994
Page 10
its Authorized Officers. Any action taken under this
Agreement on behalf of the Company by any individual
who on or after the date of this Agreement shall have
been an Authorized Officer of the Company and whom
Prudential in good faith believes to be an Authorized
Officer of the Company at the time of such action shall
be binding on the Company even though such individual
shall have ceased to be an Authorized Officer of the
Company, and any action taken under this Agreement on
behalf of Prudential by any individual who on or after
the date of this Agreement shall have been an
Authorized Officer of Prudential, and whom the Company
in good faith believes to be an Authorized Officer of
Prudential at the time of such action shall be binding
on Prudential even though such individual shall have
ceased to be an Authorized Officer of Prudential.
"Consolidated Assets" shall mean, as of any time
of determination thereof, the total assets of the
Company and Subsidiaries determined on a consolidated
basis.
"Consolidated Funded Debt" shall mean, as of any
time of determination thereof, the Funded Debt of the
Company and Subsidiaries determined on a consolidated
basis.
"Consolidated Net Earnings" shall mean, for any
period, the consolidated gross revenues of the Company
and its Subsidiaries less all operating and non-
operating expenses of the Company and its Subsidiaries
including all charges of a proper character (including
current and deferred taxes on income, provision for
taxes on unremitted foreign earnings which are included
in gross revenues, and current additions to reserves),
but not including in gross revenues any gains (net of
expenses and taxes applicable thereto) in excess of
losses resulting from the sale, conversion or other
disposition of capital assets (i.e., assets other than
current assets), any gains resulting from the write-up
of assets, any amounts attributable to minority
interests, any equity of the Company or any Subsidiary
in the unremitted earnings of any corporation which is
not a Subsidiary, any earnings of any Person acquired
by the Company or any Subsidiary through purchase,
merger or consolidation or otherwise for any period
prior to acquisition, undistributed earnings of any
Subsidiary to the extent such Subsidiary is not at the
time permitted to make or pay dividends, repay
intercompany indebtedness or otherwise transfer
property or assets to the Company, or any deferred
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May 12, 1994
Page 11
credit representing the excess of equity in any
Subsidiary at the date of acquisition over the cost of
the investment in such Subsidiary.
"Consolidated Tangible Net Worth" shall mean, as
of any time of any determination thereof, the excess of
(i) the sum of (a) the par value (or value stated on
the books of the Company) of the outstanding capital
stock of all classes of the Company, plus (or minus in
the case of a surplus deficit) (b) the amount of the
consolidated surplus, whether capital or earned, of the
Company and its Subsidiaries, over (ii) the sum of
treasury stock, minority interests, any other contra-
equity accounts, unamortized debt discount and expense,
goodwill, trademarks, trade names, patents, deferred
charges and other intangible assets and any write-up of
the value of any assets after January 1, 1994.
"Current Debt" shall mean, with respect to any
Person, all Indebtedness of such Person for borrowed
money which by its terms or by the terms of any
instrument or agreement relating thereto matures on
demand or within one year from the date of the creation
thereof and is not directly or indirectly renewable or
extendible at the option of the debtor to a date more
than one year from the date of the creation thereof,
provided that Indebtedness for borrowed money
outstanding under a revolving credit or similar
agreement which obligates the lender or lenders to
extend credit over a period of more than one year shall
constitute Funded Debt and not Current Debt, even
though such Indebtedness by its terms matures on demand
or within one year from the date of the creation
thereof.
"Debt" shall mean Funded Debt and Current Debt.
"Environmental Laws" shall mean all federal,
state, local and foreign laws relating to pollution or
protection of the environment, including laws relating
to emissions, discharges, releases or threatened
releases of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or wastes
into the environment (including without limitation
ambient air, surface water, ground water, or land), or
otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances
or wastes, and any and all regulations, codes, plans,
orders, decrees, judgments, injunctions, notices or
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May 12, 1994
Page 12
demand letters issued, entered, promulgated or approved
thereunder.
"Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
"Funded Debt" shall mean (i) with respect to any
Person, all Indebtedness of such Person which by its
terms or by the terms of any instrument or agreement
relating thereto matures, or which is otherwise payable
or unpaid, more than one year from, or is directly or
indirectly renewable or extendible at the option of the
debtor to a date more than one year (including an
option of the debtor under a revolving credit or
similar agreement obligating the lender or lenders to
extend credit over a period of more than one year)
from, the date of the creation thereof and (ii) Current
Debt of the Company and Subsidiaries if during the most
recently completed period of four consecutive fiscal
quarters the aggregate principal balance of all such
Current Debt has not been reduced to zero for a period
of sixty consecutive days selected by the Company as a
clean down period, in an amount equal to the maximum
amount hereof outstanding at any time during such clean
down period.
"Guarantee" shall mean, with respect to any
Person, any direct or indirect liability, contingent or
otherwise, of such Person with respect to any
indebtedness, lease, dividend or other obligation of
another, including, without limitation, any such
obligation directly or indirectly guaranteed, endorsed
(otherwise than for collection or deposit in the
ordinary course of business) or discounted or sold with
recourse by such Person, or in respect of which such
Person is otherwise directly or indirectly liable,
including, without limitation, any such obligation in
effect guaranteed by such Person through any agreement
(contingent or otherwise) to purchase, repurchase or
otherwise acquire such obligation or any security
therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of
loans, advances, stock purchases, capital contributions
or otherwise), or to maintain the solvency or any
balance sheet or other financial condition of the
obligor of such obligation, or to make payment for any
products, materials or supplies or for any
transportation or service, regardless of the non-
delivery or non-furnishing thereof, in any such case if
the purpose or intent of such agreement is to provide
assurance that such obligation will be paid or
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May 12, 1994
Page 13
discharged, or that any agreements relating thereto
will be complied with, or that the holders of such
obligation will be protected against loss in respect
thereof. The amount of any Guarantee shall be equal to
the outstanding principal amount of the obligation
guaranteed or such lesser amount to which the maximum
exposure of the guarantor shall have been specifically
limited.
"Indebtedness" shall mean, with respect to any
Person, without duplication, (i) all items (excluding
items of contingency reserves or of reserves for
deferred income taxes) which in accordance with
generally accepted accounting principles would be
included in determining total liabilities as shown on
the liability side of a balance sheet of such Person as
of the date on which Indebtedness is to be determined,
(ii) all indebtedness secured by any Lien on any
property or asset owned or held by such Person subject
thereto, whether or not the indebtedness secured
thereby shall have been assumed, and (iii) all
indebtedness of others with respect to which such
Person has become liable by way of Guarantee.
"Lien" shall mean any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind
(including any agreement to give any of the foregoing,
any conditional sale or other title retention
agreement, any lease in the nature thereof, and the
filing of or agreement to give any financing statement
under the Uniform Commercial Code of any jurisdiction)
or any other type of preferential arrangement for the
purpose, or having the effect, of protecting a creditor
against loss or securing the payment or performance of
an obligation.
"Officer's Certificate" shall mean a certificate
signed in the name of the Company by an Authorized
Officer of the Company.
"Percentage of Assets Transferred" shall mean,
with respect to each asset Transferred pursuant to
paragraph 6C(6), the ratio (expressed as a percentage)
of (i) the value of such asset (determined as the
higher of net book value or market value of such asset
on the date of such Transfer) to (ii) Consolidated
Assets (determined as of the last day of the fiscal
quarter immediately preceding the date of such
Transfer).
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May 12, 1994
Page 14
"Percentage of Earnings Capacity Transferred"
shall mean, with respect to each asset Transferred
pursuant to paragraph 6C(6), the ratio (expressed as a
percentage) of (i) the net earnings produced by, or
attributable to, such asset during the four fiscal
quarter period most recently ended prior to the
effective date of such Transfer to (ii) Consolidated
Net Earnings for such four fiscal quarter period.
"Priority Debt" shall mean, as of any time of
determination thereof, (i) Debt of any Subsidiary,
other than Debt owed to the Company or another
Subsidiary and (ii) Debt of the Company secured by any
Lien.
"Related Party" shall mean (i) any Person owning
5% or more of the Company's or (with the exception of
the Company) any Subsidiary's Voting Stock, (ii) any
Affiliate of the Company, and (iii) all persons to whom
Persons described in clause (i) or (ii) are related by
blood, adoption or marriage.
"Responsible Officer" shall mean the chief
executive officer, chief operating officer, treasurer,
chief financial officer or chief accounting officer of
the Company, general counsel of the Company or any
other officer of the Company involved principally in
its financial administration or its controllership
function.
"Securities Act" shall mean the Securities Act of
1933, as amended.
"Significant Holder" shall mean any holder of at
least 5% of the aggregate principal amount of the Notes
from time to time outstanding.
"Subsidiary" shall mean any corporation of which
greater than 50% of the stock of every class of which,
except directors' qualifying shares, shall, at the time
of which any determination is being made, be owned by
the Company directly or through Subsidiaries.
"Tangible Capitalization" shall mean, as of any
time of determination thereof, the sum of Consolidated
Tangible Net Worth and Consolidated Funded Debt.
"Three Year Percentage of Assets Transferred"
shall mean, with respect to any twelve consecutive
fiscal quarter period, the sum of the Percentages of
Assets Transferred for each asset of the Company and
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May 12, 1994
Page 15
its Subsidiaries that is Transferred during such
period.
"Three Year Percentage of Earnings Capacity
Transferred" shall mean, with respect to any twelve
consecutive fiscal quarter period, the sum of the
Percentages of Earnings Transferred for each asset of
the Company and its Subsidiaries that is Transferred
during such period.
"Transfer" shall mean, with respect to any item,
the sale, exchange, conveyance, lease, transfer or
other disposition of such item.
"Voting Stock" shall mean, with respect to any
corporation, any shares of stock of such corporation
whose holders are entitled under ordinary circumstances
to vote for the election of directors of such
corporation (irrespective of whether at the time stock
of any other class or classes shall have or might have
voting power by reason of the happening of any
contingency).
Each of the Agreements is further amended by adding thereto a new
paragraph 10A as follows:
"10A. Accounting Principles, Terms and
Determinations. All references in this Agreement to
"generally accepted accounting principles" shall be
deemed to refer to generally accepted accounting
principles in effect in the United States at the time
of application thereof. Unless otherwise specified
herein, all accounting terms used herein shall be
interpreted, all determinations with respect to
accounting matters hereunder shall be made, and all
unaudited financial statements and certificates and
reports as to financial matters required to be
furnished hereunder shall be prepared in accordance
with generally accepted accounting principles applied
on a basis consistent with the most recent audited
consolidated financial statements of the Company and
its Subsidiaries delivered pursuant to clause (ii) of
paragraph 5A."
The effectiveness of the foregoing amendments is subject to the
closing of the purchase and sale of the Series A Notes of the
Company pursuant to the Note Purchase and Private Shelf Agreement
between the Company and Prudential dated of even date herewith.
Banta Corporation
May 12, 1994
Page 16
If you are in agreement with the foregoing, please sign the
enclosed counterpart of this letter and return it to the
undersigned at the following address: Two Prudential Plaza, Suite
5600, Chicago, Illinois 60601, Attention: James F. Evert,
whereupon this letter shall become a binding agreement between
the Company and Prudential.
Sincerely,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: ____________________________
Vice President
Accepted and Agreed:
BANTA CORPORATION
By: ________________________
Title: _____________________