SECOND AMENDMENT TO REVOLVING CREDIT,
TERM LOAN AND GOLD ASSIGNMENT AGREEMENT
Second Amendment dated as of July 10, 1998 (the "Amendment") amending that
certain Revolving Credit, Term Loan and Gold Assignment Agreement dated as of
December 16, 1996 (as amended and in effect from time to time, the "Credit
Agreement"), by and among COMMEMORATIVE BRANDS, INC. (f/k/a Scholastic Brands,
Inc.), a Delaware corporation (the "Borrower"), BANKBOSTON, N.A. (f/k/a The
First National Bank of Boston and successor by merger to Rhode Island Hospital
Trust National Bank), RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a national
banking association, and the other financial institutions listed on SCHEDULE 1
to the Credit Agreement (collectively, the "Banks"); and BANKBOSTON, N.A. as
agent for itself and the Banks. Capitalized terms used herein and which are not
otherwise defined shall have the respective meanings ascribed thereto in the
Credit Agreement.
WHEREAS, the Borrower and the Banks have agreed to modify certain terms and
conditions of the Credit Agreement as specifically set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. AMENDMENT TO SECTION 1.1 OF THE CREDIT AGREEMENT. The
definition of "Consolidated Total Interest Expense" is hereby amended in its
entirety to read as follows:
"CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the
aggregate amount of interest required to be paid or accrued by the
Borrower and its Subsidiaries during such period in accordance with
generally accepted accounting principles, whether such interest was or
is required to be reflected as an item of expense or capitalized,
including amortization of debt discount and premium and payments
consisting of interest in respect of Capitalized Leases and including
commitment fees, agency fees, facility fees, Consignment Fees, Gold
Fronting Fees, Consignment Premiums, balance deficiency fees and
similar fees or expenses in connection with the borrowing of money,
Precious Metal or, Hedging Agreements, and including all dividends
paid on the Borrower's Series A Preferred Stock (or, as the case may
be, all dividends or interest
paid with respect to any Permitted Preferred Stock Replacement)
during such period (without duplication of amounts from prior
periods). For purposes of determining, at any time of reference,
the Consolidated Total Interest Expense for periods prior to the
Closing Date, Consolidated Total Interest Expense shall be
calculated by annualizing the amount of Consolidated Total Interest
Expense actually required to be paid or accrued by the Borrower and
its Subsidiaries during the period elapsed since the Closing Date at
such time of reference, but Consolidated Total Interest Expense shall
otherwise be calculated in a manner consistent with this definition."
SECTION 2. AMENDMENT TO SECTION 13.1 OF THE CREDIT AGREEMENT. SECTION
13.1 of the Credit Agreement is hereby amended by replacing the table appearing
therein with the following table:
PERIOD RATIO
------ -----
5/31/98 2.50:1.00
8/31/98 2.90:1.00
11/30/98 2.75:1.00
2/28/99 2.50:1.00
5/31/99 and thereafter 2.25:1.00
SECTION 3. AMENDMENT TO SECTION 13.2 OF THE CREDIT AGREEMENT. SECTION
13.2 of the Credit Agreement is hereby amended by replacing the table appearing
therein with the following table:
PERIOD AMOUNT
------ ------
5/31/98 $20,600,000
8/31/98 $17,250,000
11/30/98 $18,250,000
2/28/99 $20,250,000
5/31/99 $21,500,000
8/31/99 $22,000,000
11/30/99 - 8/31/00 $22,700,000
11/30/00 - 8/31/01 $23,500,000
11/30/01 - 8/31/02 $24,000,000
11/30/02 - 8/31/03 $24,500,000
11/30/03 and thereafter $25,000,000
SECTION 4. AMENDMENT TO SECTION 13.3 OF THE CREDIT AGREEMENT. SECTION
13.3 of the Credit Agreement is hereby amended by replacing the table appearing
therein with the following table:
FISCAL YEAR AMOUNT
----------- ------
1998 $4,500,000
1999 $4,200,000
2000 $3,500,000
2001 $3,500,000
2002 $3,500,000
2003 $3,500,000
2004 $3,500,000
SECTION 5. AMENDMENT TO SECTION 13.4 OF THE CREDIT AGREEMENT. SECTION
13.4 of the Credit Agreement is hereby amended by replacing the table appearing
therein with the following table:
PERIOD RATIO
------ -----
5/31/98 1.30:1.00
8/31/98 1.15:1.00
11/30/98 1.20:1.00
2/28/99 1.35:1.00
5/31/99 1.45:1:00
8/31/99 - 8/31/00 1.50:1:00
11/30/00 - 8/31/01 1.60:1.00
11/30/01 and thereafter 1.75:1.00
SECTION 6. CONDITIONS TO EFFECTIVENESS. This Amendment shall not
become effective until the Agent receives the following:
(a) a counterpart of this Amendment, executed by the each of the
Borrower and the Banks; and
(b) an amendment fee of 0.25% paid by the Borrower for the PRO RATA
account of each Bank based on such Bank's percentage of the Total Commitment.
SECTION 7. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Agent and the Banks as follows:
(a) REPRESENTATIONS AND WARRANTIES IN THE CREDIT AGREEMENT. The
representations and warranties of the Borrower contained in the Credit Agreement
were true and correct when made and continue to be true and correct on and as of
the date hereof as if made on the date hereof except to the extent of changes
resulting from transactions contemplated or permitted by
the Credit Agreement and to the extent that such representations and
warranties relate expressly to an earlier date. No Default or Event of
Default has occurred and is continuing.
(b) CORPORATE EXISTENCE AND STANDING; AUTHORIZATION AND VALIDITY;
NO CONFLICT; GOVERNMENT CONSENT. The Borrower hereby confirms that the
representations and warranties of the Borrower contained in SECTION 10 of the
Credit Agreement are true and correct on and as of the date hereof as if made on
the date hereof. Each such representation is hereby ratified, affirmed and
incorporated herein by reference, with the same force and effect as if set forth
herein in its entirety.
SECTION 8. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Amendment shall be read and construed as a single
agreement. All references in the Credit Agreement or any related agreement or
instrument to the Credit Agreement shall hereafter refer to the Credit Agreement
as amended hereby.
SECTION 9. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Agent or the Banks consequent thereon.
SECTION 10. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
SECTION 11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
document under seal as of the date first above written.
COMMEMORATIVE BRANDS, INC. (f/k/a Scholastic
Brands, Inc.)
BY:
NAME:
TITLE:
BANKBOSTON, N.A. (f/k/a The First National Bank
of Boston and successor by merger to Rhode
Island Hospital Trust National Bank), individually
and as Agent
BY:
NAME:
TITLE:
LASALLE NATIONAL BANK
BY:
NAME:
TITLE:
CREDITANSTALT CORPORATE
FINANCE, INC.
BY:
NAME:
TITLE:
FLEET PRECIOUS METALS INC.
BY:
NAME:
TITLE:
HELLER FINANCIAL, INC.
BY:
NAME:
TITLE:
SANWA BUSINESS CREDIT
CORPORATION
BY:
NAME:
TITLE:
UNION BANK OF CALIFORNIA, N.A.
BY:
NAME:
TITLE: