EXHIBIT 10.6
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SCHAWK, INC.
___________________________________
FIRST AMENDMENT
Dated as of January 28, 2005
to
NOTE PURCHASE AGREEMENT
Dated as of December 23, 2003
___________________________________
Re: $15,000,000 Series 2003-A% Senior Notes, Tranche A,
Due December 31, 2013
and
$10,000,000 Series 2003-A% Senior Notes, Tranche B,
Due April 30, 2014
of
Schawk, Inc.
DATED AS OF JANUARY 28, 2005
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FIRST AMENDMENT TO NOTE AGREEMENT
THIS FIRST AMENDMENT dated as of January 28, 2005 (the or this "First
Amendment") to the Note Agreement each dated as of December 23, 2003 is between
SCHAWK, INC., a Delaware corporation (the "Company"), and each of the
institutions which is a signatory to this First Amendment (collectively, the
"Noteholders").
RECITALS:
A. The Company and each of the Noteholders have heretofore entered
into the Note Purchase Agreement dated as of December 23, 2003 (the "Note
Agreement"). The Company has heretofore issued the $15,000,000 Series 2003-A
Senior Notes, Tranche A, Due December 31, 2013 dated December 23, 2003 and the
$10,000,000 Series 2003-A Senior Notes, Tranche B, Due April 30, 2014 dated
April 30, 2004 (collectively, the "Notes") pursuant to the Note Agreement.
B. The Company and the Noteholders now desire to amend the Note
Agreement in the respects, but only in the respects, hereinafter set forth.
C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Agreement unless herein defined or the context
shall otherwise require.
D. All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this First Amendment set forth in
SS.3.1 hereof, and in consideration of good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Noteholders do hereby agree as follows:
SECTION 1. AMENDMENTS.
Section 1.1. Section 2.3(b) of the Note Agreement shall be and is
hereby amended by adding the words "any other Debt of the Company and" after the
words "in respect of the Bank Credit Agreement and" in clause (i) of this
section.
Section 1.2. The following shall be added as a new Section 8.7 of the
Note Agreement:
"SECTION 8.7. OFFER TO PREPAY NOTES IN THE EVENT OF ASSET
SALE.
(a) Notice of Offer to Prepay Notes From Asset Sale Proceeds.
The Company will, within sixty days prior to any application of any Net
Proceeds to prepay or retire Senior Debt of the Company and/or its
Restricted Subsidiaries pursuant to Section 10.4(2) hereof, give
written notice of such application to each holder of the Notes.
Schawk, Inc. First Amendment to Note Agreement
Such notice shall contain and constitute an offer to prepay the Notes
as described in Section 8.7(c) and shall be accompanied by the
certificate described in Section 8.7(f).
(b) Notice of Acceptance of Offer under Section 8.7(a). If the
Company shall at any time receive an acceptance to an offer to prepay
Notes under Section 8.7(a) from some, but not all, of the holders of
the Notes, then the Company will, within two Business Days after the
receipt of such acceptance, give written notice of such acceptance to
each other holder of the Notes which has notified the Company that it
requests to receive notices under this Section 8.7(b).
(c) Offer to Prepay Notes. The offer to prepay Notes
contemplated by Section 8.7(c) shall be an offer to prepay, in
accordance with and subject to this Section 8.7, on the date specified
in such offer (the "PROPOSED SALE PROCEEDS PREPAYMENT DATE"), a
principal amount of the Notes of each Series held by each holder (in
this case only, "holder" in respect of any Note registered in the name
of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) that is equal to the product of (x) the total amount
of such Net Proceeds which is to be used to pay Senior Debt of the
Company and/or its Restricted Subsidiaries pursuant to Section 10.4(2),
and (y) a fraction, the numerator of which is the outstanding principal
amount of the Notes of such Series held by such holder on the Proposed
Sale Proceeds Prepayment Date and the denominator of which is the
outstanding principal amount of all Senior Debt on the Proposed Sale
Proceeds Prepayment Date. Such Proposed Sale Proceeds Prepayment Date
shall be not less than 30 days after the date of such offer and not
later than the date upon which any such Net Proceeds will be used to
pay any other Senior Debt (if the Proposed Sale Proceeds Prepayment
Date shall not be specified in such offer, the Proposed Sale Proceeds
Prepayment Date shall be the 30th day after the date of such offer).
(d) Rejection; Acceptance. A holder of Notes may accept the
offer to prepay made pursuant to this Section 8.7 by causing a notice
of such acceptance to be delivered to the Company prior to the Proposed
Sale Proceeds Prepayment Date. A failure by a holder of Notes to so
respond to an offer to prepay made pursuant to this Section 8.7 shall
be deemed to constitute a rejection of such offer by such holder.
(e) Prepayment. Prepayment of the Notes to be prepaid pursuant
to this Section 8.7 shall be at 100% of the principal amount of such
Notes, together with interest on such Notes accrued to the date of
prepayment. The prepayment shall be made on the Proposed Sale Proceeds
Prepayment Date.
(f) Officer's Certificate. Each offer to prepay the Notes
pursuant to this Section 8.7 shall be accompanied by a certificate,
executed by a Responsible Officer of the Company and dated the date of
such offer, specifying (i) the Proposed Sale Proceeds Prepayment Date,
(ii) that such offer is made pursuant to this Section 8.7, (iii) the
principal amount of each Note offered to be prepaid, (iv) the interest
that would be due on each Note offered to be prepaid, accrued to the
Proposed Sale Proceeds Prepayment Date, (v) that the conditions of this
Section 8.7 have been fulfilled, and
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Schawk, Inc. First Amendment to Note Agreement
(vi) in reasonable detail, a description of the property sold, leased
or otherwise disposed of, the Net Proceeds from such sale, lease or
other disposition, and the details of the determination of the amount
of such Net Proceeds to be applied to each Note."
Section 1.3. Section 9.6 of the Note Agreement shall be and is hereby
amended by adding the words "or which becomes a party to or otherwise
guaranties, any other Debt of the Company" after the words "or otherwise
guarantee, Debt in respect of the Bank Credit Agreement" in Section 9.6 of the
Note Agreement.
Section 1.4. Section 9.6 of the Note Agreement shall be and is hereby
amended by adding the words "or with respect to such other Debt" after the words
"pursuant to the Bank Credit Agreement" in Section 9.6 of the Note Agreement.
Section 1.5. Section 9.6 of the Note Agreement shall be and is hereby
amended by adding the following paragraph at the end of Section 9.6 to read as
follows:
"Notwithstanding the foregoing, so long as the Intercreditor
Agreement shall be in effect and applicable thereto, any
Subsidiary that becomes a party to the Bank Credit Agreement
solely to borrow loans in Canadian Dollars thereunder shall
not be required to enter into the Subsidiary Guaranty and make
the foregoing deliveries so long as the outstanding amount of
all Debt of such Subsidiary, and any other Subsidiary which is
a party to the Bank Credit Agreement as a borrower of loans in
Canadian Dollars, does not exceed 105% of the Maximum Canadian
Amount (as defined in the Bank Credit Agreement) and any
Subsidiary that becomes a party to the Bank Credit Agreement
solely to borrow loans in Alternate Currencies (as defined in
the Bank Credit Agreement) other than Canadian Dollars
thereunder shall not be required to enter into the Subsidiary
Guaranty and make the foregoing deliveries so long as the
outstanding United States Dollar equivalent amount of all Debt
of such Subsidiary, and any other Subsidiary which is a party
to the Bank Credit Agreement as a borrower of loans in such
Alternate Currencies, does not exceed 105% of the Maximum
Eurocurrency Amount (as defined in the Bank Credit Agreement).
If at any time there are loans outstanding under the Bank
Credit Agreement in Canadian Dollars or Alternate Currencies
to Subsidiaries that are not Subsidiary Guarantors and are not
excepted under the preceding sentence, an Event of Default
shall exist without any notice or the expiration of the 30 day
period provided for in Section 11(d)."
Section 1.6. Section 10.1 of the Note Agreement shall be and is hereby
amended in its entirety to read as follows:
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Schawk, Inc. First Amendment to Note Agreement
"SECTION 10.1. CONSOLIDATED NET WORTH. The Company will not,
at any time, permit Consolidated Net Worth to be less than the sum of
(a) $187,200,000, plus (b) 25% of Consolidated Net Income (but only if
a positive number) for each fiscal quarter, beginning with the fiscal
quarter ending March 31, 2005, ended on or before the date of
determination of compliance with this covenant, plus (c) the aggregate
amount of Net Proceeds received by the Company subsequent to January
28, 2005 from the sale or other issuance of any capital stock of the
Company."
Section 1.7. Section 10.2(a) of the Note Agreement shall be and is
hereby amended by adding the phrase "Consolidated EBITDA to be" at the beginning
of the parenthetical in Section 10.2(a).
Section 1.8. Section 10.2(b) of the Note Agreement shall be and is
hereby amended in its entirety to read as follows:
"(b) Priority Debt. The Company will not, at any time, permit
the aggregate amount of all Priority Debt to exceed 15% of Consolidated
Total Capitalization (Consolidated Total Capitalization to be
determined as of the end of the then most recently ended fiscal quarter
of the Company) other than Priority Debt consisting of (i) unsecured
guaranties by Subsidiary Guarantors of Debt of Company, which Debt when
incurred by Company did not result in a violation of Section 10.2(a)
and the Subsidiary Guaranty shall be in effect or (ii) Debt of the
Company under the Bank Agreement, evidenced by the 2005 Notes or the
1995 Notes, or constituting Hedging Obligations (as defined in the Bank
Credit Agreement) owed to a Bank Lender or an Affiliate thereof, and
guaranties by Subsidiary Guarantors of such Debt, but only if the
Subsidiary Guaranty shall be in effect, secured by security interests
in Capital Stock of Foreign Incorporated Subsidiaries granted to the
Collateral Agent, but only if the Intercreditor Agreement shall be in
effect and applicable thereto."
Section 1.9. Section 10.3 of the Note Agreement shall be and is hereby
amended by adding the words "and subject to an intercreditor agreement
reasonably satisfactory to the Required Holder(s) among the holders of the Notes
and the holders of such other obligations," after the words "an agreement
reasonably satisfactory to the Required Holders" of the first paragraph of
Section 10.3 of the Note Agreement.
Section 1.10. Section 10.3(j) of the Note Agreement shall be and is
hereby amended by adding the words " and (2) except as otherwise provided in
Section 10.2, no such Lien shall secure any Debt outstanding under the Bank
Credit Agreement" at the end of such Section 10.3(j).
Section 1.11. Subparagraph (2) of Section 10.4 of the Note Agreement
shall be and is hereby amended in its entirety to read as follows:
"(2) to prepay or retire Senior Debt of the Company and/or its
Restricted Subsidiaries, provided that the Company shall comply with
the provisions of Section 8.7 hereof."
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Schawk, Inc. First Amendment to Note Agreement
Section 1.12. Section 10.4 of the Note Agreement shall be and is hereby
amended by amending and restating the last paragraph of Section 10.4 in its
entirety to read as follows:
As used in this Section 10.4, a sale, lease or other
disposition of assets shall be deemed to be a "substantial
part" of the assets of the Company and its Restricted
Subsidiaries if either (x) the book value of such assets, when
added to the book value of all other assets sold, leased or
otherwise disposed of by the Company and its Restricted
Subsidiaries during the period of 12 consecutive months ending
on the date of such sale, lease or other disposition, exceeds
15% of the book value of Consolidated Total Assets, determined
as of the end of the fiscal quarter immediately preceding such
sale, lease or other disposition or (y) the book value of such
assets, when added to the book value of all other assets sold,
leased or otherwise disposed of by the Company and its
Restricted Subsidiaries during the period of 36 consecutive
months ending on the date of such sale, lease or other
disposition, exceeds 30% of the book value of Consolidated
Total Assets, determined as of the end of the fiscal quarter
immediately preceding such sale, lease or other disposition;
provided that there shall be excluded from any determination
of a "substantial part" any (i) sale or disposition of assets
in the ordinary course of business of the Company and its
Restricted Subsidiaries and (ii) any transfer of assets from
the Company to any Restricted Subsidiary or from any
Restricted Subsidiary to the Company or a Restricted
Subsidiary. For the avoidance of doubt, any sale, lease or
other dispositions of property by the Company or any
Restricted Subsidiary to an Unrestricted Subsidiary shall not
be excluded from any determination of a "substantial part" and
the Company will not, and will not permit any of its
Restricted Subsidiaries to, make a sale, lease or other
disposition of property to an Unrestricted Subsidiary except
in exchange for consideration having a Fair Market Value at
least equal to the Fair Market Value of the property sold,
leased or otherwise disposed of.
Section 1.13. Section 10.5(1) of the Note Agreement shall be and is
hereby amended by adding the words "(and, if such conveyance, transfer or lease
constitutes a conveyance, transfer or lease of substantially all of the
consolidated assets of the Company, in compliance with the provisions of clause
(2) of this Section 10.5)" after the words "the provision of Section 10.4 " at
the end of clause (y) of Section 10.5(1) of the Note Agreement.
Section 1.14. The following shall be added as a new Section 10.8 and a
new Section 10.9 respectively of the Note Agreement:
"SECTION 10.8. RESTRICTED PAYMENTS. The Company will not, and
will not permit any of its Restricted Subsidiaries to, declare or make,
or incur any liability to declare or
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Schawk, Inc. First Amendment to Note Agreement
make, any Restricted Payment, if, at the time such Restricted Payment
is declared or made, or after giving effect thereto, a Default or an
Event of Default exists.
SECTION 10.9. SHARE REPURCHASE OBLIGATIONS. The Company will
not, and will not permit any of its Restricted Subsidiaries to, enter
into any agreement requiring it to, or otherwise become obligated to,
repurchase any shares of the Company's capital stock issued in
connection with the Seven Worldwide Acquisition except repurchases (i)
which do not exceed, in the aggregate for any fiscal year, $10,000,000,
and (ii) are made at a time when no Default of Event of Default exists
or would exist after giving effect thereto."
Section 1.15. Section 11(i) of the Note Agreement shall be and is hereby
amended by deleting the all references in Section 11(i) to the term "Material
Restricted Subsidiary" and replacing all of them with the term "Material
Subsidiaries" in Section 11(i) of the Note Agreement.
Section 1.16. The following Defined Terms in Schedule B to the Note
Agreement shall be and is hereby amended as follows:
The definition of "Consolidated Net Income" shall be and is hereby
amended by deleting the words "provided that any charges related to the
impairment of goodwill or other intangibles as required under SFAS No. 142 shall
be excluded from the calculation of Consolidated Net Income" after the words "in
accordance with GAAP consistently applied";
The definition of "Consolidated Net Worth" shall be and is hereby
amended by deleting the words "less the sum of (i) minority interests and (ii)
Restricted Investments in excess of 10% of stockholders' equity of the Company
and its Restricted Subsidiaries, provided that, for purposes of any
determination of Consolidated Net Worth, charges related to the impairment of
goodwill or other intangibles as required under SFAS No. 142 shall be excluded
from Consolidated Net Worth" after the words "as defined according to GAAP"; and
The definition of "Net Proceeds" shall be and is hereby amended in its
entirety to read as follows:
""Net Proceeds" means with respect to any sale of property or
sale or other issuance of any capital stock by any Person an amount
equal to the aggregate amount of the Fair Market Value of the
consideration received by such Person in respect of such sale or
issuance, minus all out-of-pocket costs and expenses actually incurred
by such Person in connection with such sale or issuance (but excluding
all state, federal and foreign taxes incurred, or to be incurred, by
such Person in connection with such sale or issuance)."
Section 1.17. The following shall be added as new definitions in
alphabetical order to the Defined Terms in Schedule B to the Note Agreement:
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Schawk, Inc. First Amendment to Note Agreement
"Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity,
any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, (iii) in the case
of a partnership, partnership interests (whether general or limited)
and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person; provided, however, that
"Capital Stock" shall not include any debt securities convertible into
equity securities prior to such conversion.
"Collateral Agent" means JPMorgan Chase Bank N.A. in its
capacity as Collateral Agent under the Intercreditor Agreement and any
successor Collateral Agent appointed pursuant to the terms thereof.
"Foreign Incorporated Subsidiary" means a Subsidiary of the
Company which is not organized under the laws of a jurisdiction located
in the United States of America.
"Intercreditor Agreement" means the Intercreditor Agreement to
be entered into by the Administrative Agent, the Collateral Agent and
the holders of the Notes, the 1995 Notes and the 2003 Notes, in form
and substance satisfactory to the Required Holder(s), as the same may
be amended, restated, supplemented or otherwise modified from time to
time.
"1995 Note Agreement" means the Note Agreement, dated August
18, 1995, among the Company, as successor to Filtertek USA, Inc., the
Company, Plastic Molded Concepts, Inc., Tek Purchasing Group, Inc., and
the purchasers named in the Purchaser Schedule thereto, as amended from
time to time.
"1995 Notes" shall mean the Company's 6.98% Series B Senior
Notes due August 18, 2005 issued pursuant to the 1995 Note Agreement.
""Restricted Payment" means (a) any dividends or other
distributions or payments on the capital stock of or other equity
interests in the Company or any Subsidiary (excluding dividends or
distributions in such stock or other equity interests and excluding
dividends on distributions by a Subsidiary to the Company or to another
Wholly-Owned Restricted Subsidiary), and (b) the redemption or
acquisition of any capital stock or other equity interests in the
Company or any Subsidiary (except when solely in exchange for such
stock or other equity interests or from
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Schawk, Inc. First Amendment to Note Agreement
the Company or a Wholly-Owned Restricted Subsidiary). For the purposes
hereof, "capital stock" shall include warrants, rights or other options
to purchase capital stock or other equity interests."
"Seven Worldwide Acquisition" means the transactions
contemplated by the Stock Purchase Agreement dated December 17, 2004,
among the Company, Seven Worldwide, Inc., a Delaware corporation, KAGT
Holdings, Inc., a Delaware corporation ("Seven Worldwide Holdings"),
Kohlberg Investors IV, L.P., Kohlberg TE Investors IV, L.P., Kohlberg
Offshore Investors IV, L.P., Kohlberg Partners IV, L.P., KOCO
Investors, L.P., Silver Point Capital Fund, L.P., Silver Point Capital
Offshore Fund, Limited, Hudson River Co. Investment Fund, L.P., and
VOIII, LLC (the "Acquisition Agreement"), providing for the acquisition
of stock of Seven Worldwide Holdings for an aggregate purchase price
not in excess of $191,000,000, subject to the adjustment for working
capital as set forth therein, plus related fees and expenses.
"2005 Note Agreement" means the Note Purchase Agreement, dated
January 28, 2005, between the Company and the Purchasers named in the
Purchaser Schedule attached thereto, as amended from time to time.
"2005 Notes" means the Company Series C, D and E Senior Notes
in the aggregate principal amount of $50,000,000 issued pursuant to the
2005 Note Agreement.
"Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary all of the equity interests and voting interests of which
are owned by any one or more of the Company and the Company's other
Wholly-Owned Restricted Subsidiaries.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Section 2.1. To induce the Noteholders to execute and deliver this
First Amendment (which representations shall survive the execution and delivery
of this First Amendment), the Company represents and warrants to the Noteholders
that:
(a) this First Amendment has been duly authorized, executed
and delivered by it and this First Amendment constitutes the legal,
valid and binding obligation, contract and agreement of the Company
enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or
limiting creditors' rights generally;
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Schawk, Inc. First Amendment to Note Agreement
(b) the Note Agreement, as amended by this First Amendment,
constitute the legal, valid and binding obligations, contracts and
agreements of the Company enforceable against it in accordance with
their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors' rights
generally;
(c) the execution, delivery and performance by the Company of
this First Amendment (i) has been duly authorized by all requisite
corporate action and, if required, shareholder action, (ii) does not
require the consent or approval of any governmental or regulatory body
or agency, and (iii) will not (A) violate (1) any provision of law,
statute, rule or regulation or its certificate of incorporation or
bylaws, (2) any order of any court or any rule, regulation or order of
any other agency or government binding upon it, or (3) any provision of
any material indenture, agreement or other instrument to which it is a
party or by which its properties or assets are or may be bound, or (B)
result in a breach or constitute (alone or with due notice or lapse of
time or both) a default under any indenture, agreement or other
instrument referred to in clause (iii)(A)(3) of this SS. 2.1(C);
(d) as of the date hereof and after giving effect to this
First Amendment, no Default or Event of Default has occurred which is
continuing; and
(e) all the representations and warranties contained in
Section 5 of the Note Agreement are true and correct in all material
respects with the same force and effect as if made by the Company on
and as of the date hereof.
SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.
Section 3.1. This First Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:
(a) executed counterparts of this First Amendment, duly
executed by the Company and the holders of the Notes, shall have been
delivered to the Noteholders;
(b) the representations and warranties of the Company set
forth in SS. 2 hereof are true and correct on and with respect to the
date hereof;
(c) the Noteholders shall have received the favorable opinion
of counsel to the Company as to the matters set forth in SS.SS. 2.1(A),
2.1(B) and 2.1(C) hereof, which opinion shall be in form and substance
satisfactory to the Noteholders; and
(d) the Company agrees to pay upon demand, the reasonable fees
and expenses of Chapman and Cutler LLP, special counsel to the
Noteholders, in connection with the negotiation, preparation, approval,
execution and delivery of this First Amendment.
Upon receipt of all of the foregoing, this First Amendment shall become
effective.
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Schawk, Inc. First Amendment to Note Agreement
SECTION 4. MISCELLANEOUS.
Section 4.1. This First Amendment shall be construed in connection with
and as part of each of the Note Agreement, and except as modified and expressly
amended by this First Amendment, all terms, conditions and covenants contained
in the Note Agreement and the Notes are hereby ratified and shall be and remain
in full force and effect.
Section 4.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
First Amendment may refer to the Note Agreement without making specific
reference to this First Amendment but nevertheless all such references shall
include this First Amendment unless the context otherwise requires.
Section 4.3. The descriptive headings of the various Sections or parts
of this First Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
Section 4.4. This First Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
[Signatures on Following Page]
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Schawk, Inc. First Amendment to Note Agreement
The execution hereof by you shall constitute a contract between us for
the uses and purposes hereinabove set forth, and this First Amendment may be
executed in any number of counterparts, each executed counterpart constituting
an original, but all together only one agreement.
Very truly yours,
SCHAWK, INC.
By /s/ James J. Patterson
--------------------------------------
Name: James J. Patterson
Title: Senior Vice President and
Chief Finanical Officer
The Subsidiary Guarantors hereby ratify the foregoing amendments.
SCHAWK USA, INC.
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
SCHAWK-ASIA, INC.
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
LSI/KALA LLC
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
SCHAWK GLOBAL ENTERPRISES, INC.
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
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Schawk, Inc. First Amendment to Note Agreement
SCHAWK JAPAN, INC.
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
INTERCHANGEDIGITAL, INC.
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
SCHAWK LLC
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
LSI/KALA OF MICHIGAN, INC.
By: /s/ James J. Patterson
-------------------------------------
Name: James J. Patterson
Its: Vice President, Finance
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Schawk, Inc. First Amendment to Note Agreement
Accepted as of the date first written above.
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: Babson Capital Management LLC, as
Investment Adviser
By /s/ Elisabeth A. Perenick
---------------------------------
Name: Elisabeth A. Perenick
Title: Managing Director
C.M. LIFE INSURANCE COMPANY
By: Babson Capital Management LLC, as
Investment Adviser
By /s/ Elisabeth A. Perenick
---------------------------------
Name: Elisabeth A. Perenick
Title: Managing Director
MASSMUTUAL ASIA LIMITED
By: Babson Capital Management LLC, as
Investment Adviser
By /s/ Elisabeth A. Perenick
---------------------------------
Name: Elisabeth A. Perenick
Title: Managing Director
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