WAIVER AND SIXTH AMENDMENT TO REVOLVING CREDIT,
TERM LOAN AND GOLD CONSIGNMENT AGREEMENT
This Waiver and Sixth Amendment dated as of May 27, 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 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 June 28, 1999 to be less than $44,000,000. On
June 29, 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 2. 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 June 29, 1999.
Section 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall not
become effective until the Agent receives a counterpart of this Amendment,
executed by the each of the Borrower, the Agent and the Majority Banks.
Section 4. 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 5. 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 6. 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 7. 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).
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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: C.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/ ROBERT BRANDOW
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NAME: ROBERT BRANDOW
TITLE: MANAGING DIRECTOR
LASALLE NATIONAL BANK
BY: /s/ CHARLES CORBISIERO
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NAME: CHARLES CORBISIERO
TITLE: CORPORATE BANKING OFFICER
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: /s/ MICHAEL F. O'NEILL
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NAME: MICHAEL F. O'NEILL
TITLE: BANKING OFFICER
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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: /s/ MICHAEL F. O'NEILL
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NAME: MICHAEL F. O'NEILL
TITLE: VICE PRESIDENT
UNION BANK OF CALIFORNIA, N.A.
BY: /s/ EMILY DENNY MCKNIGHT
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NAME: EMILY DENNY MCKNIGHT
TITLE: VICE PRESIDENT
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