EXHIBIT 10.13
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT dated as of February 4, 1997 is entered into by and
among PEN-TAB INDUSTRIES, INC., a Delaware corporation (the "Borrower"), Pen-Tab
Holdings, Inc. (formerly known as Pen-Tab Industries, Inc.), a Virginia
corporation (the "Parent") and BANK OF AMERICA ILLINOIS (the "Bank").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Parent and the Bank are parties to a certain
Second Amended and Restated Loan and Security Agreement dated as of February 4,
1997 (herein called the "Credit Agreement"); and
WHEREAS, the Borrower and the Parent wish to amend the Credit Agreement to
contract the Termination Date and remove the commitment fee;
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Borrower, the Parent and the Bank hereby agree as
follows:
SECTION 1. AMENDMENTS
----------
In reliance on the Borrower's and the Parent's warranties set forth in
Section 2 below, as of the date hereof the Credit Agreement is amended as
- ---------
follows:
(a) the definition of Termination Date in Section 1.1 of the Credit
Agreement is amended to read in its entirety as follows:
"Termination Date" means February 3, 1998.
(b) Section 2.7 of the Credit Agreement is amended to read in its
entirety as follows:
Section 2.7 Intentionally Deleted.
SECTION 2. WARRANTIES.
----------
To induce the Bank to enter into this Amendment, the Borrower and the
Parent warrant to the Bank as of the date hereof that:
(a) The representations and warranties contained in the Credit
Agreement and the Loan Documents are true and correct in all material
respects on and as of the date hereof (except to the extent such
representations and warranties expressly refer to an earlier date); and
(b) No Default or Event of Default has occurred and is continuing.
SECTION 3. GENERAL.
-------
(a) Terms used but not otherwise defined herein are used herein as
defined in the Credit Agreement.
(b) As hereby modified, the Credit Agreement shall remain in full
force and effect and is hereby ratified, approved and confirmed in all respects.
(c) This Amendment shall be binding upon and shall inure to the
benefit of the Borrower, the Parent and the Bank and the respective successors
and assigns of such Persons.
(d) This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts, and each such counterpart
shall be deemed to be and original, but all such counterparts shall together
constitute but one and the same Amendment.
2
Delivered at Chicago, Illinois, as of the date and year first above written.
BANK OF AMERICA ILLINOIS
By: /s/ L. Richard D. Donato
-----------------------------
Name: L. Richard D. Donato
Title: Vice President
PEN-TAB INDUSTRIES, INC., a
Delaware corporation
By: /s/ William Leary
-----------------------------
Name: William Leary
Title: Vice President
PEN-TAB HOLDINGS, INC. (formerly
know as Pen-Tab Industries, Inc.),
a Virginia Corporation
By: /s/ William Leary
-----------------------------
Name: William Leary
Title: Vice President
3