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THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Third Amendment to Amended and Restated Credit Agreement (this
"Amendment") is entered into as of July 28, 1995 among SHOREWOOD PACKAGING
CORPORATION (the "U.S. Borrower") and SHOREWOOD PACKAGING CORPORATION OF CANADA
LIMITED (the "Canadian Borrower") (collectively, the U.S. Borrower and the
Canadian Borrower are referred to as the "Borrowers"), NATIONSBANK, N.A.
(CAROLINAS) f/k/a NATIONSBANK OF NORTH CAROLINA, N.A., as Administrative Agent,
THE BANK OF NOVA SCOTIA, as Canadian Administrative Agent and the Lenders party
to the Credit Agreement (as defined below). All capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms in the
Credit Agreement.
RECITALS
A. The Borrowers, the Administrative Agent, the Canadian Administrative
Agent and the Lenders entered into that certain Amended and Restated Credit
Agreement dated as of February 25, 1994 (as amended by that certain First
Amendment to Amended and Restated Credit Agreement dated as of July 18, 1994 and
that certain Second Amendment to Amended and Restated Credit Agreement dated as
of November 22, 1994, the "Credit Agreement").
B. The Borrowers have requested, and the Lenders have
agreed, to amend the terms of the Credit Agreement as set forth
below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment. The Borrowers and the Lenders agree to amend
Section 8.08 of the Credit Agreement in its entirety to read
as follows:
8.08 Investments. No member of the Consolidated Shorewood Group will
make any Investments (including, without limitation, any purchase of its own
shares), except for Permitted Investments; provided, however, that the
Consolidated Shorewood Group may (a) make additional Investments, during the
term of this Agreement, in an aggregate amount up to $12,000,000 plus 50% of the
Excess Cash Flow earned by the Consolidated Shorewood Group subsequent to the
fiscal year ending in 1995 less any amounts from such Excess Cash Flow used to
pay dividends or make Capital Expenditures as set forth in Section 8.09 and 8.10
and (b) make Investments in exchange for stock; provided that (i) a Change in
Control shall not occur and (ii) debt may not be
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assumed, in connection with all such Investments made during the term of this
Agreement, in excess of $12,000,000.
2. Representations and Warranties. Borrowers hereby represent
and warrant to the Agents and the Lenders that (a)
subsequent to the execution of this Amendment, no Default or
Event of Default exists and is continuing under the Credit
Agreement or any of the other Loan Documents; (b) all of the
provisions of the Loan Documents, except as amended hereby,
are in full force and effect; (c) the liens created and
evidenced by the Loan Documents (including, without
limitation, the Stock Pledge Agreements) are valid and
existing liens of the recited priority; and (d) since the
date of the last financial statements of Borrowers delivered
to Lenders, no material adverse change has occurred in the
business, financial or other conditions of Borrowers.
3. Effect of Amendment. Except as expressly modified and
amended in this Amendment, all of the terms, provisions and
conditions of the Credit Agreement are and shall remain in
full force and effect and are incorporated herein by
reference. The Credit Agreement and any and all other
documents heretofore, now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement are
hereby amended so that any reference to the Credit Agreement
shall mean a reference to the Credit Agreement as amended
hereby.
4. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall
constitute one and the same instrument.
5. ENTIRETY. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS EMBODY
THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO
THE SUBJECT MATTER HEREOF. THESE LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
ORAL AGREEMENTS BETWEEN THE PARTIES.
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This Amendment shall be deemed to be effective as of the day and year
first above written.
BORROWERS:
SHOREWOOD PACKAGING CORPORATION
By:____________________________
Name:__________________________
Title:_________________________
SHOREWOOD CORPORATION OF CANADA,
LIMITED
By:____________________________
Name:__________________________
Title:_________________________
LENDERS:
NATIONSBANK, N.A. (CAROLINAS) f/k/a
NATIONSBANK OF NORTH CAROLINA,
N.A., in its capacity as
Administrative Agent and as a
Lender
By:____________________________
Name:__________________________
Title:_________________________
THE BANK OF NOVA SCOTIA, in its
capacity as Canadian Administrative
Agent and as a Lender
By:____________________________
Name:__________________________
Title:_________________________
CREDITANSTALT-BANKVEREIN
By:____________________________
Name:__________________________
Title:_________________________
[signatures continued]
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CRESTAR BANK
By:____________________________
Name:__________________________
Title:_________________________
NATIONAL CITY BANK
By:____________________________
Name:__________________________
Title:_________________________
THE CHASE MANHATTAN BANK, N.A.
By:____________________________
Name:__________________________
Title:_________________________
BANQUE PARIBAS
By:____________________________
Name:__________________________
Title:_________________________
By:____________________________
Name:__________________________
Title:_________________________
[signatures continued]
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THE DAIWA BANK, LIMITED
By:____________________________
Name:__________________________
Title:_________________________
By:____________________________
Name:__________________________
Title:_________________________
NATIONAL WESTMINSTER BANK, U.S.A.
By:____________________________
Name:__________________________
Title:_________________________
THE BANK OF NEW YORK
By:____________________________
Name:__________________________
Title:_________________________
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:____________________________
Name:__________________________
Title:_________________________
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The Subsidiary Guarantors acknowledge and consent to all of the terms and
conditions of this Amendment and agree that this Amendment and any documents
executed in connection herewith do not operate to reduce or discharge the
Subsidiary Guarantors' obligations under their respective Guaranty Agreements.
SHOREWOOD TECHNOLOGIES, INC.
By:____________________________
Name:__________________________
Title:_________________________
SHOREWOOD PACKAGING CORPORATION OF
GEORGIA
By:______________________________
Name:____________________________
Title:___________________________
SHOREWOOD PACKAGING OF NORTH
CAROLINA, INC.
By:_______________________________
Name:_____________________________
Title:____________________________
SPC COMPANY OF VIRGINIA, INC.
(f/k/a SHOREWOOD PACKAGING OF
VIRGINIA, INC.)
By:________________________________
Name:______________________________
Title:_____________________________
SHOREWOOD PACKAGING OF CALIFORNIA,
INC.
By:_______________________________
Name:_____________________________
Title:____________________________
[signatures continued]
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SHOREWOOD PACKAGING COMPANY
OF ILLINOIS, INC.
By:________________________________
Name:______________________________
Title:_____________________________
SHOREWOOD TRANSPORT, INC.
By:________________________________
Name:______________________________
Title:_____________________________
SHOREWOOD PACKAGING OF DELAWARE,
INC.
By:________________________________
Name:______________________________
Title:_____________________________
SHOR-WRAP, INC.
By:________________________________
Name:______________________________
Title:_____________________________
SHOREWOOD PACKAGING CORPORATION OF
ALABAMA
By:________________________________
Name:______________________________
Title:_____________________________
SHOREWOOD PACKAGING CORPORATION OF
NEW YORK
By:________________________________
Name:______________________________
Title:_____________________________
[signatures continued]
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SHOREWOOD ACQUISITION CORP. OF
DELAWARE
By:________________________________
Name:______________________________
Title:_____________________________
SHOREWOOD PACKAGING CORPORATION OF
VIRGINIA (f/k/a SHOREWOOD
PAPERBOARD CORPORATION OF VIRGINIA)
By:________________________________
Name:______________________________
Title:_____________________________
SPC COMPANY OF NEW YORK, INC.
(f/k/a SHOREWOOD PAPERBOARD
CORPORATION OF NEW YORK)
By:________________________________
Name:______________________________
Title:_____________________________
SHOREWOOD PACKAGING CORPORATION OF
CONNECTICUT, (f/k/a
SHOREWOOD/HEMINWAY
SET-UP BOX CORPORATION)
By:________________________________
Name:______________________________
Title:_____________________________
TORONTO CARTON CORPORATION LIMITED
By:________________________________
Name:______________________________
Title:_____________________________
[signatures continued]
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SPC CORPORATION LIMITED (f/k/a
SHOREWOOD PAPERBOARD CORPORATION
LIMITED)
By:________________________________
Name:______________________________
Title: ____________________________
SHOREWOOD PACKAGING CORP. OF CANADA
LIMITED
By:________________________________
Name:______________________________
Title: ____________________________
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