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EXHIBIT 10.24(c)
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is made
and entered into as of the 10th day of October, 1996, among NORWOOD PROMOTIONAL
PRODUCTS, INC., a Texas corporation ("Norwood"), and THE FROST NATIONAL BANK
("Frost Bank"), individually, as the Issuing Bank and as the Agent, and each
financial institution that is a signatory hereto or becomes a party hereto as
provided in Section 10.7 (individually, a "Bank" and collectively, the
"Banks").
RECITALS
A. Norwood, as borrower, Frost Bank, individually, as the Issuing
Bank and as the Agent, and the financial institutions who are signatories
thereto, entered into the Credit Agreement dated as of June 27, 1994, as
amended by the First Amendment to Credit Agreement dated as of June 7, 1995 (as
amended, the "Original Credit Agreement").
B. Norwood, as borrower, Frost Bank, individually, as the Issuing
Bank and as the Agent, and the financial institutions who are signatories
thereto, entered into the Amended and Restated Credit Agreement dated as of
July 26, 1995 (as amended, modified, supplemented and restated from time to
time, the "Credit Agreement").
C. On June 9, 1995, Air-Tex Corporation, a Delaware corporation
("Air-Tex"), acquired the assets of Designer Plastics, Inc., an Oregon
corporation.
D. On July 28, 1995, Barlow Promotional Products, Inc., a
Delaware corporation ("Barlow"), acquired the assets of PAJ, Inc., a Nevada
corporation (formerly known as "BTS Group").
E. On November 17, 1995, Key Industries, Inc., a Delaware
corporation ("Key"), acquired the assets of Ocean Specialty Manufacturing
Corporation, a California corporation.
F. On January 22, 1996, ArtMold Products Corporation, a Delaware
corporation ("ArtMold"), acquired the assets of Tee Off Enterprises, Inc., a
Wisconsin corporation.
G. On April 1, 1996, Radio Cap Company, Inc., a Delaware
corporation ("Radio Cap"), acquired the assets of Alpha Products, Inc., a
Georgia corporation.
H. Norwood, the ultimate parent company of each of Air-Tex,
Barlow, Key, ArtMold and Radio Cap, and the Banks desire to further amend the
Credit Agreement to reflect the security interest of the Banks in the assets
acquired in these acquisitions.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good, fair and valuable considerations, the
receipt and sufficiency of which
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are hereby acknowledged, the parties hereto agree that the terms and provisions
of the Credit Agreement are amended and restated as follows:
SECTION 1. Defined Terms and Related Matters.
(a) Unless otherwise defined herein, the capitalized
terms used herein which are defined in the Credit Agreement shall have
the meanings specified therein.
(b) The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of this
Agreement.
SECTION 2. Amendment to Schedules.
(a) Schedule 4.1 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.1 attached hereto and made a
part hereof.
(b) Schedule 4.3 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.3 attached hereto and made a
part hereof.
(c) Schedule 4.9 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.9 attached hereto and made a
part hereof.
(d) Schedule 4.10 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.10 attached hereto and made
a part hereof.
(e) Schedule 4.14 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.14 attached hereto and made
a part hereof.
(f) Schedule 4.15 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.15 attached hereto and made
a part hereof.
(g) Schedule 4.17 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.17 attached hereto and made
a part hereof.
(h) Schedule 4.18 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.18 attached hereto and made
a part hereof.
(i) Schedule 4.20 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.20 attached hereto and made
a part hereof.
(j) Schedule 4.21 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 4.21 attached hereto and made
a part hereof.
(k) Schedule 5.15 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 5.15 attached hereto and made
a part hereof.
(l) Schedule 6.4 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 6.4 attached hereto and made a
part hereof.
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(m) Schedule 6.5 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 6.5 attached hereto and made a
part hereof.
(n) Schedule 6.6 of the Credit Agreement is hereby
deleted in its entirety and replaced by Schedule 6.6 attached hereto and made a
part hereof.
(o) Other than as specifically set out herein, the terms,
conditions and provisions of the Credit Agreement are and remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized signatories as of the day and
year first above written.
NORWOOD:
NORWOOD PROMOTIONAL PRODUCTS, INC.
By: /s/ J. Max Waits
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J. Max Waits,
Secretary, Treasurer and
Chief Financial Officer
BANKS:
THE FROST NATIONAL BANK,
Individually, as the Agent and the
Issuing Bank
By: /s/ Victor J. Harris
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Victor J. Harris, Vice President
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS
By: /s/ Juan A. Cazorla
-----------------------------------
Juan A. Cazorla,
Assistant Vice President
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BANQUE PARIBAS
By: /s/ Deanna C. Walker
-----------------------------------
Deanna C. Walker,
Assistant Vice President
By: /s/ Kenneth E. Moore, Jr.
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Kenneth E. Moore, Jr.,
Vice President
SUBSIDIARIES:
NORCORP, INC.
By: /s/ J. Max Waits
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J. Max Waits,
Secretary, Treasurer and
Chief Financial Officer
RADIO CAP COMPANY, INC.
By: /s/ J. Max Waits
-----------------------------------
J. Max Waits,
Secretary
BARLOW PROMOTIONAL PRODUCTS, INC.
By: /s/ J. Max Waits
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J. Max Waits, Secretary
KEY INDUSTRIES, INC.
By: /s/ J. Max Waits
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J. Max Waits, Secretary
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ARTMOLD PRODUCTS CORPORATION
By: /s/ J. Max Waits
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J. Max Waits, Secretary
AIR-TEX CORPORATION
By: /s/ J. Max Waits
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J. Max Waits, Secretary
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