Exhibit
10.34


 


ELEVENTH
AMENDMENT TO

CREDIT AGREEMENT


 


THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (“Eleventh
Amendment”) dated as of April 25, 2003, by and among SUCCESSORIES, INC., an
Illinois corporation, SUCCESSORIES OF ILLINOIS, INC., an Illinois corporation,
and CELEX SUCCESSORIES, INC., a Canadian corporation (hereinafter, together
with their successors in title and assigns, called the “Borrowers” and each of
which individually is a “Borrower”), THE PROVIDENT BANK, as Agent, an Ohio
banking corporation (“Agent”), and various Lenders as set forth in the Credit
Agreement.


 


PRELIMINARY STATEMENT


 


WHEREAS, Borrowers, Agent and Lenders have entered
into a Credit Agreement dated as June 20, 1997, as amended by a First Amendment
dated as of July 16, 1997, a Second Amendment dated as of May 14, 1998,  a Third Amendment dated as of September 1,
1998, a Fourth Amendment dated as of April 28, 1999,  a Fifth Amendment dated as of April 6, 2000, a Sixth Amendment
dated as of August 28, 2000, a Seventh Amendment dated as of September 4, 2001,
an Eighth Amendment dated as of December 3, 2001, a Ninth Amendment dated as of
June 7, 2002 and a Tenth Amendment dated as of September 11, 2002 (as so
amended, the “Credit Agreement”);


 


WHEREAS, Borrowers have requested that Lenders extend
the maturity date of the Notes from June 1, 2003 to June 30, 2003, and the
Lenders have agreed to extend such maturity date; and


 


WHEREAS, Borrowers, Agent and Lenders now wish to
amend the Credit Agreement in accordance with the terms and provisions hereof.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree to supplement and amend the Credit Agreement upon such terms and
conditions as follows:


 


1.                                       Capitalized
Terms.  All capitalized terms used
herein shall have the meanings assigned to them in the Credit Agreement unless
the context hereof requires otherwise. Any definitions as capitalized terms set
forth herein shall be deemed incorporated into the Credit Agreement as amended
by this Eleventh Amendment.


 


2.                                       Definitions.


 


(a)                                  The following
definition contained in Section 1.2 of the Credit Agreement is hereby amended
in its entirety to read as follows:


 


“Termination Date”
means the earlier of (a) June 30, 2003, (b) the date upon which the entire
principal of the Notes shall become due pursuant to the provisions hereof
(whether as a result of acceleration by Agent or the Requisite Lenders or
otherwise);


 


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(c) the date upon which the Credit Commitments
terminate pursuant to Section 9.2 hereof; or (d) the date on which the Loans
shall be paid in full.


 


(b)                                 Section 1.2 of the
Credit Agreement is hereby amended to add the following definition to read in
its entirety as follows:


 


“Eleventh Amendment
Closing Date” means the day on which the Eleventh Amendment to Credit
Agreement is executed and delivered by all applicable parties.


 


3.                                       Reaffirmation
of Covenants, Warranties and Representations.  Borrowers hereby agree and covenant that all representations and
warranties set forth in the Credit Agreement including, without limitation, all
of those representations and warranties set forth in Article 5 thereof, are
true and accurate as of the date hereof and except to the extent that such
relate to a specific date.  Borrowers
further reaffirm all covenants set forth in the Credit Agreement, and reaffirm
each of the affirmative covenants set forth in Article 6, all financial
covenants set forth in Article 7, except to the extent modified or amended by
this Eleventh Amendment, and all negative covenants set forth in Article 8
thereof, as if fully set forth herein.


 


4.                                       Amendment
of Notes.  The parties hereby agree
and consent that notwithstanding any terms to the contrary set forth in the
Revolving Credit Notes, the Term Loan Notes or the Credit Agreement, the
maturity date of each of the Notes shall be extended from June 1, 2003 to the
Termination Date, at which time the entire outstanding principal amount of each
of the Notes and all accrued and unpaid interest thereon shall thereupon become
due and payable, without notice or demand.


 


5.                                       Conditions
Precedent to Closing of Eleventh Amendment.  On or prior to the Eleventh Amendment Closing Date, each of the
following conditions precedent shall have been satisfied:


 


(a)                                  Documents.  Each of the documents to be executed and
delivered at the Eleventh Amendment Closing and all other certificates,
documents and instruments to be executed in connection herewith shall have been
duly and properly authorized, executed and delivered by Borrowers and shall be
in full force and effect on and as of the Eleventh Amendment Closing Date.


 


(b)                                 Legality of
Transactions.  No change in
applicable law shall have occurred as a consequence of which it shall have
become and continue to be unlawful (i) for Agent and each Lender to perform any
of their agreements or obligations under any of the Loan Documents, or (ii) for
Borrowers to perform any of their agreements or obligations under any of the
Loan Documents.


 


(c)                                  Performance.  Except as set forth herein, Borrowers shall
have duly and properly performed, complied with and observed each of their
covenants, agreements and obligations contained in each of the Loan Documents.  Except as set forth herein, no event shall
have occurred on or prior to the Eleventh Amendment Closing Date, and no
condition shall exist on the Eleventh Amendment Closing Date which constitutes
a Default or an Event of Default.


 


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(d)                                 Proceedings and
Documents.  All corporate,
governmental and other proceedings in connection with the transactions
contemplated on the Eleventh Amendment Closing Date, each of the other Loan
Documents and all instruments and documents incidental thereto, shall be in
form and substance reasonably satisfactory to Agent.


 


(e)                                  No Changes.  Since the date of the most recent balance
sheets of Borrowers delivered to Agent, no changes shall have occurred in the
assets, liabilities, financial condition, business, operations or prospects of
Borrowers which, individually or in the aggregate, are material to Borrowers,
except as otherwise disclosed to Lenders and Agents in writing, and Agent shall
have completed such review of the status of all current and pending legal issues
as Agent shall deem necessary or appropriate.


 


6.                                       Miscellaneous.


 


(a)                                  Borrowers shall
reimburse Agent for all fees and disbursements of legal counsel to Agent which
shall have been incurred by Agent in connection with the preparation,
negotiation, review, execution and delivery of this Eleventh Amendment and the
handling of any other matters incidental hereto.


 


(b)                                 All of the terms,
conditions and provisions of the Credit Agreement not herein modified shall
remain in full force and effect.  In the
event a term, condition or provision of the Credit Agreement conflicts with a
term, condition or provision of this Eleventh Amendment, the latter shall
govern.


 


(c)                                  This Eleventh
Amendment shall be governed by and shall be construed and interpreted in
accordance with the laws of the State of Ohio.


 


(d)                                 This Eleventh
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, successors and assigns.


 


(e)                                  This Eleventh
Amendment may be executed in several counterparts, each of which shall
constitute an original, but all which together shall constitute one and the
same agreement.


 


[Remainder of this page intentionally left blank. Signature
page follows.]


 


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IN WITNESS WHEREOF, this
Eleventh Amendment has been duly executed and delivered by or on behalf of each
of the parties as of the day and year first above written.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  SUCCESSORIES, INC., an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John C.
  Carroll

  	
   

  
	
   

  	
  Name:

  	
  John C. Carroll

  
	
   

  	
  Title:

  	
  Interim President

  
	
   

  	
   

  	
   

  
	
   

  	
  SUCCESSORIES OF ILLINOIS, INC., an Illinois
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John C.
  Carroll

  	
   

  
	
   

  	
  Name:

  	
  John C. Carroll

  
	
   

  	
  Title:

  	
  Interim President

  
	
   

  	
   

  	
   

  
	
   

  	
  CELEX SUCCESSORIES, INC., a Canadian corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John C.
  Carroll

  	
   

  
	
   

  	
  Name:

  	
  John C. Carroll

  
	
   

  	
  Title:

  	
  Interim President

  
	
   

  	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE PROVIDENT BANK, as Agent, an Ohio banking
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Nick
  Jevic

  	
   

  
	
   

  	
  Name:

  	
  Nick Jevic

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE PROVIDENT BANK, an Ohio banking corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Nick
  Jevic

  	
   

  
	
   

  	
  Name:

  	
  Nick Jevic

  
	
   

  	
  Title:

  	
  Senior Vice President