EXHIBIT 10.16
WAIVER AND FIFTH AMENDMENT TO REVOLVING CREDIT,
TERM LOAN AND GOLD CONSIGNMENT AGREEMENT
This Waiver and Fifth Amendment dated as of March 30, 1999 (the
"Amendment") is made pursuant to that certain Revolving Credit, Term Loan and
Gold Consignment 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 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 "Modified Funded Debt Ratio" contained in SECTION 1.1 of
the Credit Agreement is hereby amended in its entirety to read as follows:
"MODIFIED FUNDED DEBT RATIO. The ratio of (a) Consolidated
Operating Cash Flow for the four fiscal quarters of the Borrower
ended immediately prior to the date of any CH Management Fee
payment LESS the CH Management Fee proposed to be made TO (b)
Consolidated Debt Service for the four fiscal quarters of the
Borrower ended immediately prior to the date of any CH Management
Fee payment."
SECTION 2. AMENDMENT TO SECTION 13.5 OF THE CREDIT AGREEMENT.
SECTION 13.5 of the Credit Agreement is hereby amended in its entirety to
read as follows:
"Section 13.5 CONSOLIDATED NET WORTH. The Borrower will
not permit Consolidated Net Worth on May 27, 1999 to be less than
$44,000,000. On May 28, 1999 the Borrower will deliver a
certificate setting forth in reasonable detail computations
evidencing compliance with this Section 13.5 in form and
substance satisfactory to the Agent."
SECTION 3. WAIVER TO SECTION 12.15 OF THE CREDIT AGREEMENT.
The Banks and the Agent hereby agree to waive the Borrower's compliance with
Section 12.15 of the Credit Agreement to the extent necessary to permit the
Borrower to extend the maturity date of the Short Term Revolving
Credit Note; PROVIDED, HOWEVER the maturity date of the Short Term Revolving
Credit Note shall be on or after May 28, 1999.
SECTION 4. 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, the Agent and the Majority Banks; and
(b) an amendment fee of $43,750 paid by the Borrower for the
PRO RATA account of each Bank based on such Bank's percentage of the Total
Commitment.
SECTION 5. REPRESENTATIONS AND WARRANTIES. 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.
SECTION 6. 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 7. 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 8. 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: /s/ C. W. WALLS
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NAME: CLYDE W. WALLS
TITLE: TREASURER
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: /s/ JAMES J. WARD
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NAME: JAMES J. WARD
TITLE: DIRECTOR
LASALLE NATIONAL BANK
BY: /s/ DAVID P. GIBSON
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NAME: DAVID P. GIBSON
TITLE: VICE PRESIDENT
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
(f/k/a CREDITANSTALT-BANKVEREIN)
BY: /s/ JOHN G. TAYLOR
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NAME: JOHN G. TAYLOR
TITLE: SENIOR ASSOCIATE
BY: /s/ ROBERT M. BIRINGER
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NAME: ROBERT M. BIRINGER
TITLE: EXECUTIVE VICE PRESIDENT
FLEET PRECIOUS METALS INC.
BY:
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NAME:
TITLE:
BY:
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NAME:
TITLE:
HELLER FINANCIAL, INC.
BY: /s/ JOHN A. FINNERTY
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NAME: JOHN A. FINNERTY
TITLE: SENIOR VICE PRESIDENT
FLEET BUSINESS CREDIT CORPORATION
(f/k/a SANWA BUSINESS CREDIT CORPORATION)
BY:
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NAME:
TITLE:
BY:
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NAME:
TITLE:
UNION BANK OF CALIFORNIA, N.A.
BY: /s/ GRETCHEN WILE
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NAME: GRETCHEN WILE
TITLE: ASSISTANT VICE PRESIDENT