EX-10.26 2 ex10.txt SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is ---------------- entered into as of March 28, 2001 among Mail-Well I Corporation, a Delaware corporation (the "Company"), as borrower, Mail-Well, Inc., a Colorado ------- corporation (the "Parent"), and certain other U.S. Subsidiaries of the ------ Parent, as guarantors, the several financial institutions from time to time party to the Credit Agreement referred to below (individually, a "Lender" ------ and, collectively, the "Lenders"), ABN AMRO Bank N.V., as syndication agent, ------- The Bank of Nova Scotia, as documentation agent, SunTrust Bank, Union Bank of California, N.A. and Wells Fargo Bank, N.A., as managing agents, and Bank of America, N.A., as Issuing Bank, Swingline Bank and as administrative agent for itself and the other Lenders (in such capacity, the "Agent"). ----- WHEREAS, the Company, the Parent and the other Loan Parties, the Lenders and the Agent entered into a Credit Agreement dated as of February 18, 2000, as amended by that certain First Amendment to Credit Agreement dated as of July 28, 2000 (as so amended, the "Credit Agreement"); and ---------------- WHEREAS, the Company has requested that the Majority Lenders agree to certain amendments to the Credit Agreement, and the Majority Lenders have agreed to such request, subject to the terms and conditions of this Second Amendment; NOW, THEREFORE, the parties hereto agree as follows: 1. Definitions; References; Interpretation. --------------------------------------- (a) Unless otherwise specifically defined herein, each term used herein (including in the Recitals hereof) which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. (b) Each reference to "this Second Amendment", "hereof", "hereunder", "herein" and "hereby" and each other similar reference contained in the Credit Agreement, and each reference to "the Credit Agreement" and each other similar reference in the other Loan Documents, shall from and after the Effective Date refer to the Credit Agreement as amended hereby. (c) The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall be applicable to this Second Amendment. 2. Amendments to the Credit Agreement. Subject to the terms and conditions ---------------------------------- hereof, the Credit Agreement is amended as follows, effective as of the date of satisfaction of the conditions set forth in Section 4 (the "Effective Date"): -------------- (a) Subsection 8.21(b) of the Credit Agreement is amended and restated in its entirety as follows: "(b) The Parent shall not permit the Total Leverage Ratio as of the last day of any fiscal quarter to be greater than (i) 4.50 to 1.00 for the fourth fiscal quarter of 2000, for each of the first, second, third and fourth fiscal quarters of 2001, and for the first fiscal quarter of 1 2002, (ii) 4.25 to 1.00 for the second fiscal quarter of 2002, and (iii) 4.00 to 1.00 for the third fiscal quarter of 2002 and each fiscal quarter ending thereafter; provided that, at any time on or after the Collateral Release -------- Date, the Parent shall not permit the Total Leverage Ratio to be greater than 3.50 to 1.00." (b) Annex I to the Credit Agreement is amended and restated in its ------- entirety as set forth on Annex I to this Second Amendment. ------- 3. Representations and Warranties. The Parent and the Company hereby ------------------------------ represent and warrant to the Agent and the Lenders as follows: (a) No Default or Event of Default has occurred and is continuing (or would result from the amendment of the Credit Agreement contemplated hereby). (b) The execution, delivery and performance by the Parent, the Company and the other Loan Parties of this Second Amendment and the Credit Agreement (as amended by this Second Amendment) have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. (c) This Second Amendment and the Credit Agreement (as amended by this Second Amendment) constitute the legal, valid and binding obligations of the Parent, the Company and each other Loan Party, enforceable against it in accordance with their respective terms. (d) All representations and warranties of the Parent, the Company and the other Loan Parties contained in the Credit Agreement are true and correct (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date and except that this subsection (d) shall be deemed instead to refer to the last day of the most recent quarter and year for which financial statements have then been delivered in respect of the representation and warranty made in subsection 6.11(a) of the Credit Agreement and to take into account any amendments to the Schedules to the Credit Agreement and other disclosures made in writing by the Parent or the Company to the Agent and the Lenders after the Closing Date and approved by the Agent and the Majority Lenders). (e) The Parent, the Company and each other Loan Party is entering into this Second Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Agent and the Lenders or any other Person. (f) The Parent's, the Company's and each other Loan Party's obligations under the Credit Agreement and under the other Loan Documents are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim. 4. Conditions of Effectiveness. --------------------------- (a) The effectiveness of Section 2 of this Second Amendment shall be subject to the satisfaction of each of the following conditions precedent: 2 (1) The Agent shall have received from the Company all amounts payable under that certain fee letter dated as of March 28, 2001 delivered by the Company to the Agent in connection herewith. (2) The Agent shall have received from the Parent, the Company and each other Loan Party and the Majority Lenders a duly executed original (or, if elected by the Agent, an executed facsimile copy) of this Second Amendment. (3) The Agent shall have received all other documents it or the Majority Lenders may reasonably request relating to any matters relevant hereto, all in form and substance satisfactory to the Agent and the Majority Lenders. (4) The representations and warranties in Section 3 of this Second Amendment shall be true and correct on and as of the Effective Date with the same effect as if made on and as of the Effective Date. (b) For purposes of determining compliance with the conditions specified in Section 4(a), each Lender that has executed this Second Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required hereunder to be consented to or approved by or acceptable or satisfactory to such Lender. (c) From and after the Effective Date, the Credit Agreement is amended as set forth herein. Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. (d) The Agent will notify the Parent, the Company and the Lenders of the occurrence of the Effective Date. 5. Consent of Guarantors. Each of the Parent and the other Guarantors, --------------------- in its capacity as a Guarantor, acknowledges that its consent to this Second Amendment and the amendments to the Credit Agreement contemplated hereby is not required, but each of such Persons nevertheless does hereby consent to this Second Amendment and the amendments to the Credit Agreement contemplated hereby and to the documents and agreements referred to herein. Nothing herein shall in any way limit any of the terms or provisions of the Guaranty of the Parent or any of the other Guarantors or the Collateral Documents executed by the Parent or any of the other Guarantors in the Agent's and the Lenders' favor, or any other Loan Document executed by the Parent or any of the other Guarantors (as the same may be amended from time to time), all of which are hereby ratified and affirmed in all respects. 6. Miscellaneous. ------------- (a) The Parent, the Company and each other Loan Party acknowledges and agrees that the execution and delivery by the Agent and the Majority Lenders of this Second Amendment shall not be deemed to create a course of dealing or an obligation to execute similar waivers or amendments under the same or similar circumstances in the future. 3 (b) This Second Amendment and the Credit Agreement as amended by this Second Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. (c) This Second Amendment shall be governed by and construed in accordance with the law of the State of California, provided that the Agent -------- and the Lenders shall retain all rights arising under Federal law. (d) This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party thereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the Agent of a facsimile transmitted document purportedly bearing the signature of a Lender or any Loan Party shall bind such Lender or such Loan Party, respectively, with the same force and effect as the delivery of a hard copy original. Any failure by the Agent to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Agent. (e) This Second Amendment contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein. This Second Amendment supersedes all prior drafts and communications with respect hereto. This Second Amendment may not be amended except in accordance with the provisions of Section 11.01 of the Credit Agreement. (f) If any term or provision of this Second Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Second Amendment, the Credit Agreement or the other Loan Documents. (g) The Company agrees to pay or reimburse BofA (including in its capacity as Agent), upon demand, for all reasonable costs and expenses (including reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent) in connection with the development, preparation, negotiation, execution and delivery of this Second Amendment. 4 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered in San Francisco, California, by their proper and duly authorized officers as of the day and year first above written. MAIL-WELL, INC. By: /s/ Robert Meyer ------------------------------------- Robert Meyer Title: V.P. Treasury and Tax MAIL-WELL I CORPORATION By: /s/ Robert Meyer ------------------------------------ Robert Meyer Title: V.P. Treasury and Tax EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX II By: /s/ Robert Meyer ------------------------------------ Robert Meyer Title: V.P. Treasury and Tax BANK OF AMERICA, N.A., as Agent, Issuing Bank, Swingline Bank and as a Lender By: ------------------------------------ Title: --------------------------------- 5 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered in San Francisco, California, by their proper and duly authorized officers as of the day and year first above written. MAIL-WELL, INC. By: ------------------------------------ Title: --------------------------------- MAIL-WELL I CORPORATION By: ------------------------------------ Title: --------------------------------- EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX II By: ------------------------------------ Title: --------------------------------- BANK OF AMERICA, N.A., as Agent, Issuing Bank, Swingline Bank and as a Lender By: /s/ Kevin C. Leader ------------------------------------ Kevin C. Leader Title: Managing Director 5 ABN AMRO BANK N.V. By: /s/ Mary L. Honda ------------------------------------- Mary L. Honda Title: Group Vice President By: /s/ Christopher Luke ------------------------------------- Christopher Luke Title: Senior Vice President Diversified Industries Central BANK OF CHINA, LOS ANGELES BRANCH By: /s/ Luo Xiaoming ------------------------------------- Luo Xiaoming Title: Branch Manager Dated: 3/27/01 --------------------------------- BANK OF CHINA SIGNATURE PAGE MAIL-WELL CORP. - BANK OF AMERICA FINAL SECOND AMENDMENT TO MAIL-WELL I CREDIT AGREEMENT BANK OF HAWAII By: /s/ Andrew Ishii ------------------------------------- Andrew Ishii Title: Vice President THE BANK OF NEW YORK By: /s/ Lisa Y. Brown ------------------------------------- Lisa Y. Brown Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ Signature ------------------------------------- Title: Managing Director BHF (USA) CAPITAL CORPORATION By: /s/ Hans J. Scholz /s/ Jennifer M. U -------------------------------------------- Hans J. Scholz Jennifer M. U Title: Vice President Associate BNP PARIBAS By: /s/ David W. Low ------------------------------------- David W. Low Title: Director THE CIT GROUP/EQUIPMENT FINANCING, INC. By: /s/ Undrae L. Mitchell ------------------------------------- Undrae L. Mitchell Title: Senior Credit Analyst COMERICA BANK By: /s/ Signature ------------------------------------- Title: Assistant Vice President THE DAI-ICHI KANGYO BANK LIMITED By: /s/ Signature ------------------------------------- Title: Vice President FIRST UNION NATIONAL BANK By: /s/ Signature ------------------------------------- Title: Vice President FIRSTAR BANK, N.A. By: /s/ Signature ------------------------------------- Title: Vice President FLEET NATIONAL BANK By: /s/ Jeffrey C. Lynch ------------------------------------- Jeffrey C. Lynch Title: Managing Director THE FUJI BANK, LTD. By: /s/ Masahito Fukuda ------------------------------------- Masahito Fukuda Title: Senior Vice President GMAC COMMERCIAL CREDIT LLC By: /s/ Signature ------------------------------------- Title: Senior Vice President HARRIS TRUST AND SAVINGS BANK By: /s/ Scott M. Ferris ------------------------------------- Scott M. Ferris Title: Managing Director Second Amendment to Mail-Well Credit Agreement dated 28 March 2001-03-28 ------------------------------------------------------------------------ IKB Deutsche Industriebank AG Luxembourg Branch as a Lender By: /s/ Signature ------------------------------------- Name Title: Manager By: /s/ Manfred Ziwey ------------------------------------- Manfred Ziwey Title: Director THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW YORK BRANCH By: /s/ Ryusuke Aya ----------------------------------------- Ryusuke Aya Title: Senior Vice President, Houston Office KEYBANK NATIONAL ASSOCIATION By: /s/ Cheryl L. Ebner ------------------------------------- Cheryl L. Ebner Title: Senior Vice President THE MITSUBISHI TRUST & BANKING CORPORATION By: /s/ Signature --------------------------------------- Title: Senior Vice President NATIONAL CITY BANK By: /s/ Peter W. Richer ------------------------------------- Peter W. Richer Title: Vice President NORWEST BANK COLORADO, N.A. By: /s/ Catherine M. Jones ------------------------------------- Title: Vice President SUNTRUST BANK By: /s/ Charles C. Pick ------------------------------------- Charles C. Pick Title: Vice President TRANSAMERICA BUSINESS CAPITAL CORPORATION, as successor in interest to Transamerica Business Credit Corporation By: /s/ Signature ------------------------------------- Title: Senior Vice President UNION BANK OF CALIFORNIA, N.A. By: /s/ Signature ------------------------------------- Title: Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ Signature ------------------------------------- Title: Vice President WASHINGTON MUTUAL BANK, FA, as successor in interest to BANK UNITED FSB By: /s/ David M. Purcell ------------------------------------- David M. Purcell Title: Vice President Signature page to the Second Amendment to MAIL-WELL CREDIT AGREEMENT Addison CDO, Limited (Acct 1279) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar -------------------------------- Mohan V. Phansalkar Executive Vice President AIMCO CDO Series 2000-A By: /s/ Jerry D. Zinkula ------------------------------------- Jerry D. Zinkula Title: Authorized Signatory By: /s/ Patricia W. Wilson ------------------------------------- Patricia W. Wilson Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula ------------------------------------- Jerry D. Zinkula Title: Authorized Signatory By: /s/ Patricia W. Wilson ------------------------------------- Patricia W. Wilson Title: Authorized Signatory Signature page to the Second Amendment to MAIL-WELL CREDIT AGREEMENT Athena CDO, Limited (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar -------------------------------- Mohan V. Phansalkar Executive Vice President BALANCE HIGH-YIELD FUND I LTD. BY: ING Capital Advisors LLC, as Asset Manager By: /s/ Michael J. Campbell ------------------------------------- Michael J. Campbell Title: Managing Director Signature page to the Second Amendment to MAIL-WELL CREDIT AGREEMENT CAPTIVA III Finance Ltd. (Acct. 275), as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ------------------------------- Name: David Dyer ------------------------- Title: Director ------------------------ Signature page to the Second Amendment to MAIL-WELL CREDIT AGREEMENT CAPTIVA IV Finance Ltd. (Acct. 1275), as advised by Pacific Investment Management Company LLC By: /s/ David Dyer -------------------------------- Name: David Dyer ------------------------- Title: Director ------------------------ CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda M. Pace ------------------------------------- Linda M. Pace Title: Vice President CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company as Portfolio Manager /s/ Philip C. Robbins By: Philip C. Robbins Title: Vice President CYPRESSTREE FOCUSED INVESTMENT FUND, LLC By: CypressTree Investment Management Company as Portfolio Manager /s/ Philip C. Robbins By: Philip C. Robbins Title: Vice President CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company as Portfolio Manager /s/ Philip C. Robbins By: Philip C. Robbins Title: Vice President CYPRESSTREE INVESTMENT PARTNERS II, LTD By: CypressTree Investment Management Company as Portfolio Manager /s/ Philip C. Robbins By: Philip C. Robbins Title: Vice President Signature page to the Second Amendment to MAIL-WELL CREDIT AGREEMENT DELANO Company (Acct 274) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar -------------------------------- Mohan V. Phansalkar Executive Vice President ELT LTD. By: /s/ Ann E. Morris ------------------------------------- Ann E. Morris Title: Authorized Agent CITIBANK, N.A. as Additional Investment Manager for and on behalf of FIVE FINANCE CORPORATION By: /s/ Mike Regan ------------------------------------- Mike Regan Title: Alternative Investment Strategies 399 Park Ave./7th Fl./7.n. 2 Ph: (212) 559-9121 By: /s/ Daniel Slotkin ------------------------------------- Daniel Slotkin Title: Vice President FIRST DOMINION FUNDING I By: /s/ Andrew H. Marshak ------------------------------------- Andrew H. Marshak Title: Authorized Signatory FIRST DOMINION FUNDING II By: /s/ Andrew H. Marshak ------------------------------------- Andrew H. Marshak Title: Authorized Signatory FRANKLIN CLO I, LIMITED By: /s/ Chauncey Lufkin ------------------------------------- Chauncey Lufkin Title: Vice President FRANKLIN FLOATING RATE MASTER SERIES By: /s/ Chauncey Lufkin ------------------------------------- Chauncey Lufkin Title: Vice President FRANKLIN FLOATING RATE TRUST By: /s/ Chauncey Lufkin ------------------------------------- Chauncey Lufkin Title: Vice President HARBOURVIEW CDO II, LTD. By: /s/ Lisa Chaffee ------------------------------------- Lisa Chaffee Title: Manager HELLER FINANCIAL, INC. /s/ David R. Campbell By: David R. Campbell Title: Vice President Signature page to the Second Amendment to MAIL-WELL CREDIT AGREEMENT Jissekikun Funding, Ltd. (Acct 1288) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar -------------------------------- Mohan V. Phansalkar Executive Vice President KEMPER FLOATING RATE FUND By: /s/ Kelly D. Babson ------------------------------------- Name: Kelly D. Babson Title: Managing Director KZH CYPRESSTREE-I LLC By: /s/ Susan Lee ------------------------------------- Susan Lee Title: Authorized Agent KZH LANGDALE LLC By: /s/ Susan Lee ------------------------------------- Susan Lee Title: Authorized Agent KZH SHOSHONE LLC By: /s/ Susan Lee ------------------------------------- Susan Lee Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Susan Lee ------------------------------------- Susan Lee Title: Authorized Agent ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments, as its investment manager By: /s/ Robert L. Wilson ------------------------------------- Robert L. Wilson Title: Vice President ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments, as its investment manager By: /s/ Robert L. Wilson ------------------------------------- Robert L. Wilson Title: Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments, as its investment manager By: /s/ Robert L. Wilson ------------------------------------- Robert L. Wilson Title: Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: ING Pilgrim Investments, as its investment manager By: /s/ Robert L. Wilson ------------------------------------- Robert L. Wilson Title: Vice President PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments, as its investment manager By: /s/ Robert L. Wilson ------------------------------------- Robert L. Wilson Title: Vice President PILGRIM CLO 1999-1 LTD. By: ING Pilgrim Investments, as its investment manager By: /s/ Robert L. Wilson ------------------------------------- Robert L. Wilson Title: Vice President Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P., as Investment Manager By: Alliance Capital Management Corporation as General Partner By: /s/ Teresa McCarthy ------------------------------------- Name: Teresa McCarthy Title: Vice President Second Amendment to Credit Agreement for Mail-Well, Inc. MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: /s/ Sheila A. Finnerty ------------------------------------- Sheila A. Finnerty Title: Senior Vice President MOUNTAIN CAPITAL CLO I, LTD. By: /s/ Darren P. Riley ------------------------------------- Darren P. Riley Title: Director MOUNTAIN CAPITAL CLO II, LTD. By: /s/ Darren P. Riley ------------------------------------- Darren P. Riley Title: Director MUIRFIELD TRADING LLC By: /s/ Ann E. Morris ------------------------------------- Ann E. Morris Title: Asst. Vice President NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company as Portfolio Manager /s/ Philip C. Robbins By: Philip C. Robbins Title: Vice President OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Ann E. Morris ------------------------------------- Ann E. Morris Title: Authorized Agent PPM SPYGLASS FUNDING TRUST By: /s/ Ann E. Morris ------------------------------------- Ann E. Morris Title: Authorized Agent Signature page to the Second Amendment to MAIL-WELL CREDIT AGREEMENT ROYALTON COMPANY (Acct 280) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalker ------------------------------------- Mohan V. Phansalker Executive Vice President Sankaty Advisors, Inc. as Collateral Manager for GREAT POINT CLO I 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter ----------------------------------------- Diane J. Exter Title: Managing Director, Portfolio Manager SANKATY HIGH YIELD PARTNERS II, L.P. By: /s/ Diane J. Exter ----------------------------------------- Diane J. Exter Title: Managing Director, Portfolio Manager STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: /s/ James R. Fellows --------------------------------------------- James R. Fellows Title: Senior Vice President Stein Roe & Farnham Incorporated as Advisor to the Stein Roe Floating Rate Limited Liability Company LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: /s/ James R. Fellows --------------------------------------------- James R. Fellows Title: Senior Vice President & Portfolio Manager STEIN ROE & FARNHAM CLO I LTD. By: Stein Roe & Farnham Inc., as Portfolio Manager By: /s/ James R. Fellows ------------------------------------------ James R. Fellows Title: Sr. Vice President & Portfolio Manager STRATEGIC MANAGED LOAN PORTFOLIO By: CITIBANK, N.A. as Manager By: /s/ Mike A. Regan ------------------------------------- Mike A. Regan Title: Alternative Investment Strategies 309 Park Ave./7th Fl./7.n. 2 Ph: (212) 559-9221 THE SUMITOMO TRUST AND BANKING COMPANY LTD., New York Branch By: /s/ Stephen A. Stratico ----------------------------------------- Stephen A. Stratico Title: Vice President TORONTO DOMINION (NEW YORK), INC. By: /s/ Stacey Malek ----------------------------------------- Stacey Malek Title: Vice President VAN KAMPEN CLO I, LIMITED By: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ Darvin D. Pierce ---------------------------------------- Darvin D. Pierce Title: Principal VAN KAMPEN CLO II, LIMITED By: VAN KAMPEN MANAGEMENT INC., as Collateral Manager By: /s/ Darvin D. Pierce ----------------------------------------- Darvin D. Pierce Title: Principal VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------------------------- Darvin D. Pierce Title: Principal VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------------------------- Darvin D. Pierce Title: Principal WEBSTER BANK By: /s/ Signature ----------------------------------------- Title: Vice President ANNEX I To Second Amendment to Credit Agreement --------------------------------------- ANNEX I ------- PRICING GRID ------------ From the Closing Date until the date on which the Parent delivers a Compliance Certificate pursuant to Section 7.02(c) of the Credit Agreement for the fiscal quarter ending June 30, 2000 (the "Initial Period"), the -------------- Applicable Margin and the Applicable Fee Amount shall be fixed at Level 5. From and after the last day of the Initial Period, the Applicable Margin and the Applicable Fee Amount for any day shall be the amount per annum set forth below based on the Total Leverage Ratio set forth in the most recently delivered Compliance Certificate delivered by the Parent pursuant to Section 7.02(c) of the Credit Agreement. Changes in the Applicable Margin and the Applicable Fee Amount resulting from a change in the Total Leverage Ratio shall become effective on the date of delivery by the Parent to the Agent of a new Compliance Certificate pursuant to Section 7.02(c), except that no such change shall take effect until the end of the Initial Period. If the Parent shall fail to deliver a Compliance Certificate and accompanying financial statements within the number of days after the end of any fiscal quarter or fiscal year as required pursuant to Section 7.02(c), the parties agree that the Applicable Margin and the Applicable Fee Amount shall be fixed at Level 5 until such time as the Parent delivers such new Compliance Certificate and accompanying financial statements pursuant to Section 7.02(c). Notwithstanding the foregoing, the Applicable Margin for Tranche B Term Loans shall be 3.00% for Offshore Rate Loans and 1.75% for Base Rate Loans at all times.
OFFSHORE RATE BASE RATE LETTER OF COMMITMENT LEVEL TOTAL LEVERAGE RATIO SPREAD SPREAD CREDIT FEE FEE --------------------------------------------------------------------------------------------- Level 5 greater than or equal to 2.75% 1.50% 2.75% 0.500% 4.25 to 1.00 --------------------------------------------------------------------------------------------- Level 4 greater than or equal to 2.50% 1.25% 2.50% 0.500% 3.50 to 1.00 and less than 4.25 to 1.00 --------------------------------------------------------------------------------------------- Level 3 greater than or equal to 2.25% 1.00% 2.25% 0.500% 3.00 to 1.00 and less than 3.50 to 1.00 --------------------------------------------------------------------------------------------- Level 2 greater than or equal to 2.00% 0.75% 2.00% 0.500% 2.50 to 1.00 and less than 3.00 to 1.00 --------------------------------------------------------------------------------------------- Level 1 less than 2.50 to 1.00 1.75% 0.50% 1.75% 0.375% ---------------------------------------------------------------------------------------------
ANNEX I--PAGE 1 ANNEX II To Second Amendment to Credit Agreement --------------------------------------- ABP Books, Inc. Curtis 1000, Inc. Discount Labels, Inc. Hill Graphics, Inc. Mail-Well Canada Holdings, Inc. Mail-Well Commercial Printing, Inc. Mail-Well Europe Holdings, LLC Mail-Well Label USA, Inc. Mail-Well Mexico Holdings, Inc. Mail-Well Services, Inc. Mail-Well West, Inc. National Graphics Company Poser Business Forms, Inc. Vanier Graphics Corporation Wisco III, LLC ANNEX II--PAGE 1