<PAGE> 1
EXHIBIT 10.1(a)
--------------------------------------------------------------------------------
AMENDMENT NO. 1
DATED AS OF DECEMBER 15, 1999
TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 21, 1999
among
PRINTPACK, INC.,
THE INSTITUTIONS FROM TIME TO TIME
PARTIES HERETO AS LENDERS,
and
BANK ONE, NA
(FORMERLY, THE FIRST NATIONAL BANK OF CHICAGO),
as Agent
--------------------------------------------------------------------------------
BANC ONE CAPITAL MARKETS, INC.,
as Lead Arranger and Sole Book Runner
and
SUN TRUST BANK, ATLANTA
as Documentation Agent
--------------------------------------------------------------------------------
SIDLEY & AUSTIN
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
--------------------------------------------------------------------------------
<PAGE> 2
AMENDMENT NO. 1
DATED AS OF DECEMBER 15, 1999
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF MAY 21, 1999
THIS AMENDMENT NO. 1 ("Amendment") is made as of December 15,
1999 by and among Printpack, Inc. (the "Borrower"), the financial institutions
listed on the signature pages hereof (the "Lenders") and Bank One, NA (formerly
known as The First National Bank of Chicago), with its principal office in
Chicago, Illinois, as contractual representative (the "Agent"), under that
certain Amended and Restated Credit Agreement dated as of May 21, 1999 by and
among the Borrower, the Lenders and the Agent (as amended hereby, and as further
amended, modified, supplemented or restated from time to time, the "Credit
Agreement"). Defined terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and the Agent have agreed
to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Lenders and the Agent have agreed to the following amendment to
the Credit Agreement.
1. AMENDMENT TO CREDIT AGREEMENT. Effective as of the date
hereof, and subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows:
1.1 THE CREDIT AGREEMENT IS AMENDED THROUGHOUT AS FOLLOWS:
For all purposes under the Credit Agreement and the other Loan
Documents, Bank One, NA, having its principal office in Chicago,
Illinois has succeeded The First National Bank of Chicago. All
references in the Credit Agreement and the other Loan Documents to The
First National Bank of Chicago or First Chicago shall be a reference to
Bank One, NA. All notices under the Credit Agreement and the other Loan
Documents to Bank One, NA or the Agent shall be to the address set
forth in Section 14.1 of the Credit Agreement and the updated address
for the Agent contained on the signature page to Amendment No. 1 to the
Credit Agreement.
1.2 Section 1.1 of the Credit Agreement is amended to add the
following definitions in the applicable alphabetical locations:
"Foreign Pledge Agreements" means (a) the Mexican Pledge Agreement and
(b) each other Pledge Agreement entered into pursuant to Section 7.3(G) with
respect to any New
SIDLEY & AUSTIN
1
<PAGE> 3
Subsidiary which is a Foreign Subsidiary, as it may from time to time be
amended, supplemented or otherwise modified with respect to sixty-five percent
(65%) of the outstanding capital stock of each of the Borrower's Foreign
Subsidiaries as required by Section 7.3(G).
"Foreign Subsidiaries" means the Mexican Subsidiaries and each other
Subsidiary of the Borrower which is not organized under the laws of a
jurisdiction located in the United States of America.
"Foreign Subsidiary Investment Amount" means the sum of (a) all
intercompany loans made on or after the Closing Date from either the Borrower or
any Subsidiary of the Borrower to any Foreign Subsidiary; (b) all Investments
made on or after the Closing Date by the Borrower or any Subsidiary of the
Borrower in any Foreign Subsidiary; and (c) an amount equal to the net benefit
derived by the Foreign Subsidiaries resulting from any non-arms length
transactions between the Borrower and/or any Subsidiary of the Borrower, on the
one hand, and such Foreign Subsidiaries, on the other hand.
1.3 Section 1.1 of the Credit Agreement is further amended to
delete the phrase "the Mexican Pledge" from the definition of Collateral
Documents and to substitute the phrase "the Foreign Pledge Agreements" therefor.
1.4 Section 6.8 of the Credit Agreement is amended to delete the
final sentence thereof in its entirety and to substitute the following therefor:
The Borrower has no Subsidiaries other than IHC, PRF, the Mexican
Subsidiaries and New Subsidiaries created or acquired in accordance
with the terms of Section 7.3(G).
1.5 Section 7.3(D) of the Credit Agreement is amended to delete
the reference to the "Mexican Subsidiaries" contained in clause (v) thereof and
to substitute a reference to the "Foreign Subsidiaries" therefor.
1.6 Section 7.3(D) of the Credit Agreement is amended to delete
clause (ix) thereof in its entirety and to substitute the following therefor.
(ix) Investments in any Controlled Subsidiary of the
Borrower; provided, however that notwithstanding anything in this
Agreement to the contrary, the aggregate Foreign Subsidiary Investment
Amount (whether such Investments are made pursuant to this clause or
any other provision of this Agreement) shall not at any time exceed
$30,000,000.00 (excluding from such calculation the Permitted Existing
Investments in an amount not greater than the amount thereof on the
Closing Date permitted pursuant to clause (ii) above);
1.7 Section 7.3(G) of the Credit Agreement is amended to delete
clause (ii) thereof in its entirety and to substitute the following therefor:
SIDLEY & AUSTIN
2
<PAGE> 4
(ii) The Borrower may create, acquire and/or capitalize
any Subsidiary (a "NEW SUBSIDIARY") after the date hereof pursuant to
any transaction that is permitted by or not otherwise prohibited by
this Agreement, provided that:
(A) upon the creation or acquisition of each New
Subsidiary which is not a Foreign Subsidiary: (1) each such New
Subsidiary shall execute a guaranty of the Obligations and grant to the
Agent, for the benefit of Holders of Secured Obligations, Liens on all
of its assets and (2) all of the Equity Interests in each such New
Subsidiary owned by the Borrower or any other Subsidiary shall be
pledged to the Agent, for the benefit of Holders of Secured
Obligations;
(B) upon the creation or acquisition of each New
Subsidiary which is a Foreign Subsidiary, the Borrower shall or shall
cause its applicable domestic Subsidiary to execute a Pledge Agreement
with respect to 65%of the Equity Interests of such Foreign Subsidiary
provided, however, in the event that more than one Subsidiary within a
commonly controlled group of Subsidiaries constitutes a Foreign
Subsidiary, then only the Equity Interests of the "parent" or
"controlling" Foreign Subsidiary shall be required to be pledged; and
(C) in either case under clauses (A) or (B), such
documentation shall be in form and substance acceptable to the Agent
and the Borrower shall or shall cause its applicable Subsidiaries to
deliver appropriate corporate resolutions, opinions and other
documentation in form and substance satisfactory to the Agent in
connection therewith.
1.8 Section 14.1 of the Credit Agreement is amended to delete the
proviso contained in the first sentence thereof in its entirety and to
substitute the following therefor:
provided, however, that Borrowing Notices shall be delivered to the
Agent at 1 Bank One Plaza, Suite IL1-0634, Chicago, Illinois
60670-0634, Attention: Nanette Wilson, Telephone No. 312-732-1221,
Facsimile No. 312-732-4840.
2. CONDITION OF EFFECTIVENESS. The effectiveness of this
Amendment is subject to the condition precedent that the Agent shall have
received counterparts of this Amendment duly executed by the Borrower, the
Required Lenders and the Agent and counterparts of the Consent attached hereto
duly executed by Printpack Enterprises, Inc. and Printpack Holdings, Inc.
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended
hereby constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms.
(b) As of the date hereof and giving effect to the terms
of this Amendment, (i) there exists no Default or Unmatured Default and (ii) the
representations and warranties contained in Article VI of the Credit Agreement,
as amended hereby, are true and correct, except
SIDLEY & AUSTIN
3
<PAGE> 5
for changes reflecting events, conditions or transactions permitted or not
prohibited by the Credit Agreement.
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND LOAN
DOCUMENTS.
(a) Upon the effectiveness of Section 1 hereof, each
reference to the Credit Agreement in the Credit Agreement or any other Loan
Document shall mean and be a reference to the Credit Agreement as amended
hereby.
(b) Except as specifically amended above, the Credit
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. GOVERNING LAW. THE AGENT ACCEPTS THIS AMENDMENT, ON BEHALF OF
ITSELF, THE LEAD ARRANGER AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING
AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT, THE
LEAD ARRANGER, ANY LENDER, OR ANY OTHER HOLDER OF SECURED OBLIGATIONS ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT OR THE CREDIT
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF
ILLINOIS.
6. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. COUNTERPARTS. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
SIDLEY & AUSTIN
4
<PAGE> 6
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
PRINTPACK, INC.,
as the Borrower
By: /s/ Dellmer B. Seitter III
------------------------------------
Name: Dellmer B. Seitter, III
Title: Treasurer
BANK ONE, NA
(Formerly known as The First National Bank of Chicago)
(Main Office Chicago, Illinois)
as Agent and as a Lender
By: /s/ Kristen H. Hertel
------------------------------------
Name: Kristen H. Hertel
Title: Vice President
Updated Address for Notices:
1 Bank One Plaza
Suite IL1-0324
Chicago, Illinois 60670-0324
Attention: Curtis Price
Telephone No.: 312/732-1542
Facsimile No.: 312/732-2991
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
5
<PAGE> 7
SUNTRUST BANK, ATLANTA, as Documentation
Agent and as a Lender
By:/s/ J. Christopher Deisley
------------------------------------
Name: J. Christopher Deisley
Title: Director
By:/s/ John Frazer
------------------------------------
Name: John Frazer
Title: VP
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
6
<PAGE> 8
AMSOUTH BANK, as a Lender
By: /s/ Kevin Peters
------------------------------------
Name: Kevin Peters
Title: Attorney-in-Fact
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
7
<PAGE> 9
COMERICA BANK, as a Lender
By: /s/ Kristine L. Vigliotti
------------------------------------
Name: Kristine L. Vigliotti
Title: Assistant Vice President
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
8
<PAGE> 10
FIRST UNION NATIONAL BANK, as a Lender
By:/s/ George L. Woolsey
------------------------------------
Name: George L. Woolsey
Title: Vice President
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
9
<PAGE> 11
SOCIETE GENERAL, as a Lender
By:/s/ Jerry Parisi
------------------------------------
Name: Jerry Parisi
Title: Director
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
10
<PAGE> 12
WACHOVIA BANK, N.A., as a Lender
By:/s/ Velma Davis
------------------------------------
Name: Velma L. Davis
Title: Assistant Vice President
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
11
<PAGE> 13
STEIN ROE & FARNHAM CLO I LTD., as a Lender
By: Stein Roe & Farnham Incorporated,
Its: Portfolio Manager
By:/s/ Brian W. Good
------------------------------------
Name: Brian W. Good
Title: Vice President & Portfolio Manager
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
12
<PAGE> 14
SRF TRADING, INC., as a Lender
By: /s/ Kelly C. Walker
------------------------------------
Name: Kelly C. Walker
Title: Vice President
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
13
<PAGE> 15
GALAXY CLO 1999-1, LTD., as a Lender
By: SAI Investment Adviser, Inc.
Its: Collateral Manager
By:
------------------------------------
Name:
Title:
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
14
<PAGE> 16
BLACK DIAMOND CLO 1998-1 LTD., as a Lender
By: Black Diamond Capital Management, L.L.C.
Its: Collateral Manager
By:
------------------------------------
Name:
Title:
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
15
<PAGE> 17
BLACK DIAMOND INTERNATIONAL FUNDING,
LTD., as a Lender
By:
------------------------------------
Name:
Title:
SIDLEY & AUSTIN Signature Page to Printpack, Inc.
Amendment No. 1
16
<PAGE> 18
EXHIBIT A
TO
AMENDMENT NO. 1
REAFFIRMATION
Attached
SIDLEY & AUSTIN
<PAGE> 19
REAFFIRMATION
Dated as of December 15, 1999
Each of the undersigned acknowledges receipt of a copy of Amendment No.
1 dated as of December 15, 1999 ("Amendment") to the Amended and Restated Credit
Agreement dated as of May 21, 1999, by and among Printpack, Inc. (the
"Borrower"), the financial institutions listed on the signature pages hereof
(the "Lenders") and Bank One, NA (formerly known as The First National Bank of
Chicago), with its principal office in Chicago, Illinois, as contractual
representative (the "Agent") (as so amended, and as further amended, modified,
supplemented or restated from time to time, the "Credit Agreement"). Capitalized
terms used in this Reaffirmation and not defined herein shall have the meanings
given to them in the Credit Agreement as so amended. Without in any way
establishing a course of dealing by the Agent or any Lender, each of the
undersigned reaffirms the terms and conditions of the Loan Documents executed by
it, including, without limitation, the Parent Agreements, and acknowledges and
agrees that all such Loan Documents remain in full force and effect and are
hereby ratified, reaffirmed and confirmed. All references to the Credit
Agreement contained in the above-referenced documents shall be a reference to
the Credit Agreement as so amended by the Amendment and as the same may from
time to time hereafter be amended, modified or restated.
PRINTPACK ENTERPRISES, INC.
By: /s/ Dellmer B. Seitter III
------------------------------------
Name: Dellmer B. Seitter, III
Title: Treasurer
PRINTPACK HOLDINGS, INC.
By: /s/ Dellmer B. Seitter III
------------------------------------
Name: Dellmer B. Seitter, III
Title: Treasurer
