Exhibit
10(b)


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO AMENDED
AND RESTATED

LONG-TERM CREDIT AGREEMENT


 


This Amendment No. 1
to Amended and Restated Long Term Credit Agreement (this “Amendment”) is
entered into as of July 5, 2009 by and among Bemis Company, Inc., a
Missouri corporation (the “Company”), the Borrowing Subsidiaries,
JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative
Agent”) and Issuer, and the other financial institutions signatory hereto.


 


RECITALS


 


A.                                   The Company, the Borrowing Subsidiaries,
the Administrative Agent and the financial institutions party thereto (the “Lenders”)
have entered into that certain Amended and Restated Long-Term Credit Agreement
dated as of April 29, 2008 (the “Credit Agreement”).  Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement.


 


B.                                     The Company, the Borrowing Subsidiaries,
the Administrative Agent, the Issuer and the undersigned Lenders wish to amend
the Credit Agreement on the terms and conditions set forth below.


 


C.                                     Certain of the Lenders wish hereby to
increase their respective Commitments as set forth on Schedule 1 hereto.


 


D.                                    Bank of America, N.A., which is not
currently party to the Credit Agreement (the “New Lender”), wishes to
become a Lender under the Credit Agreement with the Commitment set forth on
Schedule 1 hereto.


 


Now, therefore, in
consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:


 


1.                                       Amendment to Credit Agreement. 
Upon the “Amendment No. 1 Effective Date” (as defined below), the
Credit Agreement shall be amended as follows:


 


(a)                                  Section 1.1 shall be amended to add (or restate as
applicable) the following definitions in proper alphabetical order as follows:


 


“Acquisition”
means the acquisition by the Company and/or one or more of its subsidiaries of
the stock of certain subsidiaries, and the assets of other subsidiaries, of Rio
Tinto plc (collectively, the “Seller”) comprising its food packaging
business in North and South America and New Zealand as well as certain related
assets (the “Business”) for an aggregate purchase price of approximately
$1,213,000,000.


 


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“Alternate Base
Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in
effect on such day plus 1⁄2 of 1% and (c) the Eurocurrency Rate
(determined excluding clause (iii) of the definition thereof) with respect
to Eurocurrency Advances denominated in Dollars  for
a one month Interest Period on such day (or if such day is not a Business Day,
the immediately preceding Business Day) plus 1% (the “Adjusted Eurocurrency
Rate”); provided that, for the avoidance of
doubt, the Adjusted Eurocurrency Rate for any day shall be based on the rate
appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page of such page) at approximately 11:00 a.m. London time
on such day (or if such day is not a Business Day, the immediately preceding
Business Day).  Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted Eurocurrency Rate  shall be effective
from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or the Adjusted Eurocurrency Rate, respectively.


 


“Amendment No. 1”
means Amendment No. 1 to this Agreement dated as of July 5, 2009.


 


“Amendment No. 1
Effective Date” is defined in Amendment No. 1.


 


“Bridge Facility”
means that certain $800,000,000 Term Loan Agreement to be dated as of the
closing date of the Acquisition by and among the Company, the Administrative
Agent and the other financial institutions signatory thereto, the proceeds of
which will be available to fund in part the Acquisition and related fees and
expenses.


 


“Consolidated Debt”
means, at any time, the consolidated Debt of the Company and its Consolidated
Subsidiaries and all SPCs at such time.


 


“Debt” of any Person means, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable and accrued expenses
arising in the ordinary course of business, (iv) all Capitalized Lease
Obligations of such Person, (v) all obligations of such Person to
reimburse or indemnify the issuer of a letter of credit or bank guarantee for
drawings or payments thereunder, (vi) all Debt as described in clauses
(i), (ii), (iii), (iv), (v), (vii) and (viii) hereof of others
secured by a Lien on any asset of such Person, whether or not such Debt is
assumed by such Person, (vii) all Receivables Transaction Attributed
Indebtedness and (viii) all Debt (as described in clauses (i) -
(vii)) of others Guaranteed by such Person; provided that any obligations of
the Company to make payments to Pechiney Plastic Packaging, Inc. (“PPPI”),
 Rio Tinto International
Holdings Limited (“RTIH”), any Affiliates (as defined in the Acquisition
Agreement) of either PPPI or RTIH, or any transferee or assignee thereof,   in respect of sales by the Company of Specified
Securities in 


 


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accordance with
the Share Purchase Agreement between the Company and PPPI, dated as of July 5,
2009 (and related documentation) entered into in connection with the Acquisition shall not
constitute Debt.


 


“Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans or participations in Letters of Credit within
three Business Days of the date required to be funded by it hereunder, (b) notified
any Borrower, the Administrative Agent, any Issuer or any Lender in writing
that it does not intend to comply with any of its funding obligations under
this Agreement or has made a public statement to the effect that it does not
intend to comply with its funding obligations under this Agreement or under
other agreements in which it commits to extend credit, (c) failed, within
three Business Days after request by the Administrative Agent, to confirm that
it will comply with the terms of this Agreement relating to its obligations to
fund prospective Loans and participations in then outstanding Letters of
Credit, (d) otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within
three Business Days of the date when due, unless the subject of a good faith
dispute, or (e) (i) become or is insolvent or has a parent company
that has become or is insolvent or (ii) become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or custodian, appointed for
it, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment or has a
parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment.


 


“Domestic
Subsidiary” means each Subsidiary that is incorporated under the laws of the
United States, any State thereof or the District of Columbia.


 


“Eurocurrency Rate”
means, with respect to a Eurocurrency Advance for the relevant Interest Period
(or, as applicable, for the purpose of determining the Alternate Base Rate for
any day by reference to a one month Interest Period), the sum of (i) the
quotient of (a) the Eurocurrency Reference Rate applicable to such
Interest Period, divided by (b) one minus the Reserve Requirement
(expressed as a decimal) applicable to such Interest Period, if any, plus (ii) the
Applicable Margin,plus (iii) for Loans booked in the United Kingdom, the
Associated Costs Rate.


 


“Floating Rate”
means, for any day, a rate per annum equal to the sum of (i) the Alternate
Base Rate for such day, changing when and as the Alternate Base Rate changes
plus (ii) the Applicable Margin.


 


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“Foreign
Subsidiary” means a Subsidiary that is not a Domestic Subsidiary.


 


“Loan Documents”
means this Agreement, the Subsidiary Guaranty, each Letter of Credit and each
Letter of Credit Application.


 


“Permitted
Securitization” means any receivables financing program or programs providing
for the sale of accounts receivable and related rights by the Company or its
Subsidiaries to an SPC for cash and/or other customary consideration for fair
value in transactions intending to be sales, which SPC shall finance the purchase
of such assets by the sale, transfer, conveyance, lien or pledge of such assets
to one or more limited purpose financing companies, special purpose entities
and/or other financial institutions, in each case pursuant to documentation in
form and substance reasonably satisfactory to the Administrative Agent, provided
that the Receivables Transaction Attributable Indebtedness associated with all
such programs shall at no time aggregate in excess of $250,000,000.


 


“Receivables
Transaction Attributed Indebtedness” means the amount of obligations
outstanding under any Permitted Securitization that on any date of
determination would be characterized as principal if such Permitted
Securitization were structured as a secured lending transaction rather than as
a purchase.


 


“SPC” means a
special purpose, bankruptcy-remote Person formed for the sole and exclusive
purpose of engaging in activities in connection with the purchase, sale and
financing of accounts receivable and related rights and assets in connection
with and pursuant to a Permitted Securitization and reasonably related
corporate maintenance and similar activities.


 


“Specified
Securities” means equity or equity-linked securities of the Company.


 


“Subsidiary
Guarantor” means each Subsidiary of the Company which is from time to time a
party to the Subsidiary Guaranty.


 


“Subsidiary
Guaranty” means the Subsidiary Guaranty dated as of the date of the Acquisition
substantially in the form set forth on Exhibit G attached hereto and made by the initial Subsidiary
Guarantors in favor of the Administrative Agent and the Lenders and their
Affiliates to the extent provided therein, as the same may be amended,
restated, modified or supplemented from time to time.  The Subsidiary Guarantors initially party to
the Subsidiary Guaranty shall be those designated as such on Schedule 2 hereto
which remain Subsidiaries on the date of the Acquisition and any Domestic
Subsidiary which becomes a Material Subsidiary prior to the date of the
Acquisition.


 


(b)                                 Section 2.5.2 is amended in its entirety to read as
follows:


 


“[Intentionally
omitted]”


 


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(c)                                  Section 2.5.4 shall be amended in its entirety to read
as follows:


 


So long as no
Default or Unmatured Default exists or would result therefrom, the Company may,
from time to time, by means of a letter delivered to the Administrative Agent
substantially in the form of Exhibit E, request that the Aggregate
Commitment be increased by (a) increasing the Commitment of one or more
Lenders that have agreed to such increase and/or (b) adding one or more
commercial banks or other Persons (each an “Additional Lender”) as a
party hereto with a Commitment in an amount agreed to by any such Additional
Lender; provided that (i) the aggregate amount of all such
increases during the term of this Agreement shall not exceed $400,000,000 (such
amount to be inclusive of the $200,000,000 increase in the Aggregate Commitment
accomplished by Amendment No. 1), (ii) any such increase shall be in
an amount equal to $25,000,000 or a higher integral multiple of $5,000,000 and (iii) no
Additional Lender shall be added as a party hereto without the written consent
of the Administrative Agent and each Issuer (which shall not be unreasonably
withheld, continued or delayed).  Any
increase in the Aggregate Commitment pursuant to this Section 2.5.4
shall be effective three Business Days after the date on which the
Administrative Agent has received and accepted the applicable increase letter
in the form of Annex 1 to Exhibit E (in the case of an increase in
the Commitment of an existing Lender) or assumption letter in the form of
Annex 2 to Exhibit E (in the case of the addition of an
Additional Lender).  The Administrative Agent shall
promptly notify the Company and the Lenders of any increase in the amount of
the Aggregate Commitment pursuant to this Section 2.5.4 and of the
Commitment of each Lender after giving effect thereto.  The parties hereto agree that, in connection
with any increase in the amount of the Aggregate Commitment, the Borrowers and
the Administrative Agent may agree on procedures pursuant to this Section 2.5.4,
such as phasing in funding of the amount of the increased or new Commitment of
an increasing Lender or Additional Lender to minimize breakage costs so long as
procedures are also in place to cause each increasing Lender and Additional
Lender to purchase assignments or participations in amounts necessary to have
their Pro Rata Shares of the Aggregate Outstanding Credit Exposure upon
acceleration of the Loans prior to the completion of such phasing.  Notwithstanding the foregoing, the increase
of $200,000,000 in the Aggregate Commitment contemplated by Amendment No. 1
may be accomplished in accordance with the terms thereof (and without respect
to the requirements set forth above). 
Such increase, when effective, shall reduce the remaining Aggregate
Commitment increase availability under this Section to $200,000,000.


 


(d)                                 The ultimate sentence of Section 2.11
is amended in its entirety to read as follows:


 


Each Eurocurrency
Advance shall bear interest on the outstanding principal amount thereof from
the first day of each Interest Period applicable thereto to the last day of
such Interest Period at the Eurocurrency Rate determined by the Administrative
Agent as applicable to such Eurocurrency Advance based


 


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upon the applicable
Borrower’s selections under Sections 2.8 and 2.9 and otherwise in
accordance with the terms hereof.


 


(e)                                  A new Section 3.6
shall be added in proper numerical order to read as follows:


 


Replacement of
Lenders.  If (i) any Lender requests compensation
under Section 3.1, (ii) the Company is required to pay any
additional amount pursuant to Section 3.3.1 or (iii) any
Lender shall become a Defaulting Lender, then the Company may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 12.1),
all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agent,
which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Company (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 3.1 or payments required to be
made pursuant to Section 3.3.1, such assignment will result in a
reduction in such compensation or payments. 
A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company to require such assignment
and delegation cease to apply.


 


(f)                                    Section 5.2 shall be amended in its entirety to read
as follows:


 


Corporate
Authorization.  The execution, delivery and performance by
each Borrower and each Subsidiary Guarantor of any Loan Document to which such
Borrower or such Subsidiary Guarantor, as applicable, is a party are within
such Borrower’s or such Subsidiary Guarantor’s,  as
applicable, corporate or other company power, have been duly authorized by all
necessary corporate or other company action and will not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate or articles of incorporation (or similar formation document) or
by-laws (or similar governing document) of such Borrower or such Subsidiary
Guarantor, or of any judgment, order, decree, agreement or instrument binding
on such Borrower or such Subsidiary Guarantor or result in the creation of any
Lien upon any of its property or assets.


 


(g)                                 Section 5.3 shall be amended in its entirety to read
as follows:


 


Binding Effect. 
This Agreement constitutes, and the other Loan Documents to which any
Borrower or any Subsidiary Guarantor is party when


 


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duly executed on behalf
of such Borrower and such Subsidiary Guarantor and delivered in accordance with
this Agreement will constitute, the valid and binding obligations of such
Borrower and such Subsidiary Guarantor, enforceable against such Borrower and
such Subsidiary Guarantor in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or similar laws of general applicability relating to or limiting
creditors’ rights generally or by general equity principles.


 


(h)                                 Section 5.5 shall be amended in its entirety to read
as follows:


 


Litigation and
Contingent Liabilities.  There are no actions, suits or
proceedings pending against or, to the knowledge of the Company, threatened
against the Company or any Subsidiary in any court or before or by any
governmental department, agency or instrumentality, which have a reasonable
likelihood of adverse determination, and such adverse determination could
reasonably be expected to have a Material Adverse Effect.  Other than any liability incident to such
litigation or proceedings, as of the Amendment No. 1 Effective Date,
neither the Company nor any Subsidiary has any contingent liabilities which are
material to the Company and its Subsidiaries taken as a whole and which are not
provided for or disclosed in Schedule 5.5.


 


(i)                                     Section 5.14 shall be amended in its entirety to read
as follows:


 


Accuracy of
Disclosure.  All written information (other than
projections, estimates, budgets, forward-looking statements or general market
data) heretofore or contemporaneously herewith furnished by the Company or any
Subsidiary to the Administrative Agent or any Lender about the Company and its
Subsidiaries or (to the best of the Company’s knowledge after due inquiry) the
Business for purposes of or in connection with this Agreement and the
transactions contemplated hereby is, and all written information (other than
projections, estimates, budgets, forward-looking statements or general market
data) hereafter furnished by or on behalf of the Company or any Subsidiary to
the Administrative Agent or any Lender pursuant hereto or in connection
herewith will be, when taken as a whole, true and accurate in every material
respect on the date as of which such written information is dated or certified,
and none of such written information (to the best of the Company’s knowledge
after due inquiry with respect to the Business) is or will be incomplete by omitting
to state any material fact necessary to make such information not materially
misleading.  Any projections, estimates,
budgets, forward-looking statements or general market data heretofore or
contemporaneously herewith furnished by the Company or any Subsidiary to the
Administrative Agent or any Lender, the Company hereby confirms that such
materials have been or will be prepared in good faith based upon assumptions
believed by senior management of the Company to be reasonable at the time made.


 


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(j)                                     Section 5.15 shall be amended in its entirety to read
as follows:


 


No Burdensome
Restrictions.  Except as permitted by Section 6.15,
neither the Company nor any Subsidiary is a party to any agreement or instrument
or subject to any other obligation or any charter or corporate restriction or
any provision of any applicable law, rule or regulation which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


 


(k)                                  Section 6.9 shall be amended in its entirety to read
as follows:


 


The Company will
not permit the ratio of Consolidated Debt to Total Capital (expressed as a
percentage) to exceed (a) 60% at any time prior to June 30, 2011 or (b) 55%
at any time on or after June 30, 2011.


 


(l)                                     Section 6.11 shall be amended in its entirety to read
as follows:


 


Liens. 
Neither the Company nor any Subsidiary will create, assume or suffer to
exist any Lien securing Debt on any asset now owned or hereafter acquired by
it, except for:


 


(a)                                  Liens existing
on the date hereof securing Debt outstanding on the date hereof;


 


(b)                                 any Lien
existing on any asset of any entity at the time such entity becomes a
Subsidiary and not created in contemplation of such event;


 


(c)                                  any Lien on any
asset (and related proceeds) securing Debt incurred or assumed for the purpose
of financing all or any part of the cost of acquiring such asset; provided
that such Lien attaches to such asset concurrently with or within 90 days after
the acquisition thereof;


 


(d)                                 any Lien on any
asset of any entity existing at the time such entity is merged into or
consolidated with the Company or a Subsidiary and not created in contemplation
of such event;


 


(e)                                  any Lien
existing on any asset prior to the acquisition thereof by the Company or a
Subsidiary and not created in contemplation of such acquisition;


 


(f)                                    any Lien
arising out of the refinancing, extension, renewal or refunding of any Debt
secured by any Lien permitted by any of the foregoing clauses of this Section; provided
that such Debt is not increased (except by an amount equal to any accrued but
unpaid interest, reasonable premiums,


 


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costs or expenses incurred
in connection therewith) and is not secured by any additional assets;


 


(g)                                 any Lien
arising pursuant to any order of attachment, distraint or similar legal process
arising in connection with court proceedings so long as the execution or other
enforcement thereof is effectively stayed and the claims secured thereby are
being contested in good faith by appropriate proceedings;


 


(h)                                 Liens upon
assets of an SPC granted in connection with a Permitted Securitization
(including customary backup Liens granted by the transferor in accounts
receivable and related rights or assets transferred to an SPC);


 


(i)                                     Liens for
taxes, assessments or other governmental charges that are not required to be
paid pursuant to Section 6.7;


 


(j)                                     Liens on
specific items of inventory or other goods and proceeds of any Person securing
such Person’s obligations in respect of bankers’ acceptances issued or created
for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or other goods, and pledges or deposits in the ordinary
course of business securing inventory purchases from vendors; and


 


(k)                                  Liens not
otherwise permitted by the foregoing clauses of this Section securing Debt
in aggregate principal amount not to exceed 4% of the consolidated assets of
the Company and its Consolidated Subsidiaries at any time outstanding.


 


(m)                               Section 6.12 shall be amended in its entirety to read
as follows:


 


Consolidations,
Mergers and Sales of Assets.  The Company
will not, and will not permit any other Borrower to consolidate or merge with
or into, or acquire substantially all of the assets of, any other Person unless
(a) in the case of a merger or consolidation, the Company or such other
Borrower shall be the surviving entity, and (b) the board of directors (or
similar governing body) of such other Person shall have approved such
consolidation, merger or acquisition. 
The Company will not permit the sale, lease or other transfer to any
other Person (other than (i) sales, leases or transfers to
the Company and its Subsidiaries, (ii) sales, leases (or subleases),
licenses (or sublicenses) or other transfers in the ordinary course of
business, (iii) sales of accounts receivable and related rights or assets
in connection with a Permitted Securitization, (iv) the grant of any Lien permitted hereby to
the extent it constitutes a transfer of property, (v) a transfer of assets
as a result of any loss of or damage to or any condemnation or other taking


 


9

















 


thereof,
or (vi) asset
divestitures associated with the Acquisition offered to comply with the
competition/anti-trust laws of the United States or a foreign country and the
sale, transfer or disposition of non-core assets acquired in connection with
any acquisition permitted hereby)  of assets of the Company or its Subsidiaries (valued
at net book value) exceeding 15% or
more of the consolidated assets of the Company and its Consolidated
Subsidiaries as of the end of the immediately preceding fiscal year of the
Company.


 


(n)                                 Section 6.13 shall be amended in its entirety to read
as follows:


 


Transactions with
Affiliates.  The Company will not, and will not permit any
Subsidiary to, enter into or permit to exist any transaction, arrangement or
contract with any of its Affiliates (other than the Company and
its Subsidiaries) which is on terms which are less favorable than are
obtainable from a Person which is not one of its Affiliates except for (a) restricted
payments permitted hereby and (b) transactions contemplated by or
associated with the Acquisition expressly provided for or contemplated by the
Acquisition Agreement (as defined in Amendment No. 1).


 


(o)                                 Section 6.15 shall be amended in its entirety to read
as follows:


 


Burdensome
Agreements.  The Company will not, and will not permit any
Subsidiary to, enter into any agreement, instrument or other contractual
obligation (other than (a) this Agreement, (b) any other Loan
Document, (c) the Bridge Facility and related documents contemplated
thereby, (d) restrictions and conditions (i) which exist on the
Effective Date (as defined in Amendment No. 1) or (ii) the Amendment No. 1
Effective Date, and in either case, are disclosed on Schedule 6.15 hereto, (e) customary
restrictions and conditions contained in agreements relating to any sale of
assets or Equity Interests pending such sale, provided such restrictions
and conditions apply only to the Person or property that is to be sold, (f) restrictions
and conditions by the terms of the documentation governing (i) Debt
incurred by Foreign Subsidiaries consisting of working capital lines entered into
in the ordinary course of business or (ii) any Permitted Securitization
that in the good faith determination of the Company are customary, necessary or
advisable to effect such Permitted Securitization, (g) restrictions or
conditions imposed by any agreement relating to secured Debt permitted by this
Agreement if such restrictions or conditions apply only to property or assets
financed by such Debt, (h) customary provisions in joint venture
agreements and other similar agreements applicable to joint ventures applicable
solely to such joint venture entered into in the ordinary course of business, (i) restrictions
on cash, other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business, (j) customary provisions
in leases, subleases, licenses, sublicenses and other contracts restricting the
assignment, sale or transfer thereof, in each case entered into in the ordinary
course of business or which exists on the date hereof, (k) restrictions
and conditions contained in the Indenture dated as of June 15, 1995
between the Company and First Trust National Association, Trustee (the “Indenture”),
or in any indenture supplemental


 


10

















 


thereto,
or in debt securities issued and sold to third parties through underwriters or
placement agents under any other agreement, indenture or instrument entered
into after July 5, 2009 which contains restrictions or conditions (i) which
are similar to the restrictions or conditions contained in the Indenture or (ii) are
otherwise customary in the market for issuers comparable to the Company at the
time of issuance of the applicable debt securities (which, as to all of the
foregoing, shall in no event relate to current assets); provided, however, that clause (k)(ii) shall
not be applicable to debt agreements, indentures or instruments issued after
the latest of (A) the termination of the Acquisition Agreement, (B) if
the Amendment No. 1 Effective Date has not occurred on or prior to such
date, March 31, 2010,  (C) if
the Bridge Facility has funded, the issuance by the Company of $1,000,000,000
in aggregate principal amount of debt securities after July 5, 2009 and (D) if
the Bridge Facility is not funded on such date, the date of the consummation of
the Acquisition (it being understood that clause (k)(ii) shall be
applicable to Debt securities issued on or prior to the date of
consummation of the Acquisition), and (l) any encumbrances or restrictions imposed by
any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of the contracts, instruments or
obligations referred to in clauses (a) through (k) above;
provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive with respect to such encumbrance and other restrictions taken as a
whole than those prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing) that (i) limits
the ability of any of its Subsidiaries to (A) pay dividends and other
distributions to the Company or otherwise transfer property to the Company; (B) guarantee
any Debt of the Company or (C) to create, incur, assume or suffer to exist
Liens in favor of the Administrative Agent, for the benefit of the Lenders; or (ii) requires
the grant of a Lien to secure an obligation of such Person if a Lien is granted
to secure another obligation of such Person.


 


(p)                                 A new Section 6.16 shall be
added in proper numerical order to read as follows:


 


Subsidiary
Indebtedness.  The Company will not permit the aggregate
outstanding principal amount of Debt of its Subsidiaries which are not
Subsidiary Guarantors (excluding (a) any Debt of a Subsidiary owed to the
Company or a Subsidiary  Guarantor and
any Guarantee by a Subsidiary of Debt of the Company or a Subsidiary Guarantor,
(b) Debt in existence as of the Amendment No. 1 Effective Date (after
giving effect to the Acquisition) and any refinancings, replacements,
extensions or renewals thereof, (c) Debt incurred by any Subsidiary
constituting reimbursement obligations with respect to bankers’ acceptances and
letters of credit issued in the ordinary course of business, including letters
of credit in respect of workers’ compensation claims, or other Debt with
respect to reimbursement type obligations regarding workers’ compensation
claims, or letters of credit in the nature of a security deposit (or similar
deposit or security) given to a lessor under an operating lease of real
property under which such


 


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Person is a lessee; provided,
however, that upon the drawing of such bankers’ acceptances and letters
of credit or the incurrence of such Debt, such obligations are reimbursed
within 60 days following such drawing or incurrence or such Debt is otherwise
permitted hereunder, (d)  Debt arising from agreements of a
Subsidiary providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a subsidiary, other than guarantees of
Debt incurred by any Person acquiring all or any portion of such business,
assets or a subsidiary for the purpose of financing such acquisition
(including, the Acquisition), (e) hedging obligations (excluding hedging
obligations entered into for speculative purposes) for the purpose of limiting
interest rate risk with respect to any Debt permitted under this Section 6.16,
exchange rate risk or commodity pricing risk, (f) obligations in respect
of customs, stay, performance, bid, appeal and surety bonds and completion
guarantees and other obligations of a like nature provided by any Subsidiaries
in the ordinary course of business, (g) Debt arising from the honoring by
a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business, provided
that such Debt is extinguished within five Business Days of its incurrence, (h) Debt
of any Subsidiaries incurred to finance insurance premiums in the ordinary
course of business, (i) Debt representing deferred compensation to
employees of any Subsidiary incurred in the ordinary course of business, (j) cash
management obligations and Debt in respect of netting services and employee
credit card programs, or similar arrangements in connection with cash
management and deposit accounts or securities accounts or (k) Debt of the
Borrowing Subsidiaries incurred pursuant to this Agreement) at any time to
exceed 10% of Consolidated Net Worth as of the end of the most recent fiscal
quarter end for which financials statements have been delivered pursuant to Sections 4.1
or 6.1.


 


(q)                                 A new Section 6.17 shall be
added in proper numerical order to read as follows:


 


Investments,
Loans, Advances, Guarantees and Acquisitions.  The Company
will not, and will not permit any Subsidiary Guarantor to, purchase or acquire
(including pursuant to any merger) any capital stock, evidences of indebtedness
or Equity Interests of, make any loans or advances to, Guarantee any
obligations of, or make any investment or any other interest in (each an “Investment”),
any Subsidiary which is not a Subsidiary Guarantor (or will not become a
Subsidiary Guarantor substantially contemporaneously with such Investment)
except (a) the Acquisition and
Investments acquired or made in connection with the Acquisition, (b) Investments
existing on the Amendment No. 1 Effective Date, (c) extensions of
trade credit in the ordinary course of business and (d) other Investments at
no time exceeding 15% of Consolidated Net Worth as of the end of the most
recent fiscal quarter end for which financials statements have been delivered
pursuant to Sections 4.1 or 6.1 in aggregate principal amount.  The
amount of any Investment shall be deemed to be the amount actually invested,
without adjustment for subsequent increases or decreases in value but


 


12

















 


giving
effect to any cash returns or cash distributions received by such Person with
respect thereto.  For purposes hereof,
any asset transferred by the Company or a Subsidiary Guarantor to a Subsidiary
which is not the Company or a Subsidiary Guarantor for less than fair market
value shall be deemed an Investment by the transferor in the transferee in the
amount by which the fair market value of such asset exceeds the consideration
received.


 


(r)                                    A new Section 6.18 shall be
added in proper numerical order to read as follows:


 


Additional
Subsidiary Guarantors.  Within fifteen (15) Business
Days of the end of any fiscal quarter during which a Domestic Subsidiary (which
is not, as of the date hereof, a Material Subsidiary), becomes a Material
Subsidiary, the Company shall cause such Domestic Subsidiary to execute
and deliver to the Administrative Agent a joinder to the Subsidiary Guaranty; provided,
that with respect to any Domestic Subsidiary which constitutes a Material
Subsidiary and is acquired by the Company pursuant to the Acquisition
Agreement, the Company shall cause such Material Subsidiary to execute and
deliver to the Administrative Agent a joinder to the Subsidiary Guaranty within
ten (10) Business Days of the Amendment No. 1 Effective Date.


 


(s)                                  Section 7.3 shall be amended in its entirety as
follows:


 


The breach by the
Company of any of the terms or provisions of Section 6.1(e), Section 6.2(a) (as
to the corporate existence of the Company), or Sections 6.9 through 6.18
(inclusive).


 


(t)                                    Section 7.13 shall be amended in its entirety as
follows:


 


Any Loan Document
shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any Loan
Document, or the Company, any other Borrower or any Subsidiary Guarantor shall
deny that it has any further liability under any Loan Document to which it is a
party, or shall give notice to such effect.


 


(u)                                 Section 8.2(b)(ii) shall be amended in its entirety as
follows:


 


Permit any
Borrower to assign its rights or obligations under this Agreement,


 


(v)                                 A new Section 10.16 shall be
added in proper numerical order to read as follows:


 


Release of
Subsidiary Guarantors.  If (a) all of the equity
interests held by the Company and its Subsidiaries in any Subsidiary Guarantor
are sold or transferred in a transaction permitted hereunder (other than to the
Company or to a Subsidiary thereof) or (b) such Guarantor Subsidiary is
merged, consolidated, amalgamated, dissolved or liquidated in a transaction
permitted hereunder; such


 


13

















 


Subsidiary Guarantor
shall automatically be released from the Subsidiary Guaranty upon the
consummation of such transaction and the Administrative Agent is authorized and
directed to take any actions deemed appropriate in order to effect the
foregoing.


 


(w)                               The Pricing Schedule shall be amended in
its entirety to read as set forth on Schedule 3 hereto.


 


(x)                                   A new Schedule 2 shall be added to read
as set forth on Schedule 2 hereto.


 


(y)                                 A new Schedule 6.15 shall be added to
read as set forth on Schedule 6.15 hereto.


 


(z)                                   A new Exhibit G shall be
added in the form of Exhibit G attached hereto.


 


2.                                       Representations and Warranties of the
Company.  The Company hereby represents and warrants to
the Lenders that as of the Effective Date and as of the Amendment No. 1
Effective Date (except that the representations and warranties set forth in
clause (d) below are given only as of the Effective Date and the
representations and warranties set forth in clause (e) below are given
only as of the Amendment No. 1 Effective Date):


 


(a)                                  The execution, delivery and performance
by the Company and each Borrowing Subsidiary of this Amendment and the other
Loan Documents to which the Company or any Borrowing Subsidiary is a party are
within the Company’s or such Borrowing Subsidiary’s, as applicable, corporate
or other company power, have been duly authorized by all necessary corporate or
other company action and will not contravene, or constitute a default under,
any provision of applicable law or regulation or of the certificate or articles
of incorporation (or similar formation document) or by-laws (or similar
governing document) of the Company or such Borrowing Subsidiary, as applicable,
or of any judgment, order, decree, agreement or instrument binding on the
Company or such Borrowing Subsidiary, as applicable, or result in the creation
of any Lien upon any of its property or assets. 
This Amendment constitutes, and the other Loan Documents to which the
Company or any Borrowing Subsidiary is a party when duly executed on behalf of
the Company or such Borrowing Subsidiary, as applicable, and delivered in
accordance with this Amendment and the Credit Agreement will constitute, the
valid and binding obligations of the Company and such Borrowing Subsidiary, as
applicable, enforceable against the Company and such Borrowing Subsidiary, as
applicable, in accordance with their respective terms except as may be limited
by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership,
moratorium or similar laws of general applicability relating to or limiting
creditors’ rights generally or by general equity principles;


 


14
















 


(b)                                 Each of the representations and
warranties contained in the Credit Agreement (other than Section 5.4 and
treating this Amendment as a Loan Document for purposes thereof) is and will be
true and correct on and as of the date hereof and on the Amendment No. 1
Effective Date giving effect to the Acquisition (as defined in the Credit
Agreement after giving effect to this Amendment) as if made on such dates
except to the extent any such representation or warranty is stated to relate
solely to an earlier date, in which case such representation or warranty shall
have been true and correct on and as of such earlier date;


 


(c)                                  After giving effect to this Amendment and
the Acquisition, no Unmatured Default (but only to the extent arising under
Sections 7.2, 7.3 (as to Sections 6.1(a)-(d) or (i) or 6.6 only) or Section 7.7)
or Default has occurred and is continuing;


 


(d)                                 The Subsidiaries set forth on Schedule 2
hereto are all of the Domestic Subsidiaries of the Company which are Material
Subsidiaries of the Company on the date hereof; and


 


(e)                                  The Company has disclosed to the
Administrative Agent in writing all Domestic Subsidiaries which have become a
Material Subsidiary after the date first set forth above but prior to the date
of the Acquisition, and such Material Subsidiaries are signatories to the
Subsidiary Guaranty (as defined in the Credit Agreement after giving effect to
this Amendment).


 


3.                                       Commitment Increase Matters.


 


(a)                                  BNP Paribas and JPMorgan Chase Bank, N.A.
(the “Increasing Lenders”) agree that, effective as of the Amendment No. 1
Effective Date, their respective Commitments shall be increased by the amounts
set forth on Schedule 1 hereto; provided that no such Commitment increases
shall occur if, as of the Amendment No. 1 Effective Date, all Commitments
of the Lenders under the Credit Agreement have been terminated;


 


(b)                                 The New Lender (i) agrees to become
a Lender under the Credit Agreement with the Commitment set forth on Schedule 1
hereto effective as of the Amendment No. 1 Effective Date; (ii) acknowledges
the matters set forth in the third paragraph of Annex 2 to Exhibit E
of the Credit Agreement and makes the representations and warranties set forth
in the fourth paragraph of such Annex; and (iii) acknowledges and agrees
that, as of the Amendment No. 1 Effective Date, the New Lender (A) will
be bound by the terms of the Credit Agreement as fully and to the same extent
as if it were an original Lender under the Credit Agreement and (B) will
perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender; and


 


(c)                                  The Company, the Administrative Agent,
the Lenders and the New Lender hereby acknowledge and agree that (i) as of
the Amendment No. 1 Effective Date, the Aggregate Commitment will be
increased, and the respective Commitments of the Increasing Lenders and the New
Lender shall be increased or established, as applicable,


 


15

















 


in accordance with Sections 3(a) and 3(b) above, (ii) the
increase in the Aggregate Commitment effected by this Amendment shall be deemed
a utilization of the Company’s right to increase the Aggregate Commitment
pursuant to Section 2.5.4 of the Credit Agreement, as amended by
this Amendment, and (iii) upon and after the Amendment No. 1
Effective Date the participation interest of each Lender in currently
outstanding and future Letters of Credit shall be determined by reference to
its Pro Rata Share, giving effect hereto (as such Pro Rata Share may from time
to time hereafter be modified pursuant to the terms of the Credit Agreement).


 


4.                                       Consent and Waiver.


 


(a)                                  Each Lender having a Commitment which is
increased by this Amendment consents to such increase by its execution
hereof.  The Issuer and the
Administrative Agent hereby consent to the Commitment changes set forth on
Schedule 1.


 


(b)                                 The
Administrative Agent and the undersigned Lenders hereby agree that with respect to any Borrowing
on the Amendment No. 1 Effective Date, compliance with all conditions set
forth in Section 5 of this Amendment shall constitute satisfaction of Section 4.2(a) of
the Credit Agreement for the purposes of such Borrowing.


 


5.                                       Effective Date. 
This Amendment shall become effective upon the execution and delivery
hereof by the Company, the Borrowing Subsidiaries party hereto, the
Administrative Agent, each Increasing Lender, the New Lender, the Issuer and
the Required Lenders (without respect to whether it has been executed and
delivered by all the Lenders, the “Effective Date”); provided,
however, that Sections 1 (other than subclause (k) of Section 6.15
under Section 1(o) of this Amendment), 3 and 4 hereof shall only
become effective on the date (the “Amendment No. 1 Effective Date”)
upon which all of the following conditions have also been satisfied (or waived
by each of JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association,
Wachovia Bank, National Association, BNP Paribas and Bank of America, N.A.
(collectively, the “Specified Lenders”)):


 


(a)                                  the Administrative Agent for its own
benefit or that of the Increasing Lenders, as applicable, and the New Lender
shall have received all fees and other amounts due and payable by the Company
on or prior to the Amendment No. 1 Effective Date, including reimbursement
or payment of all reasonable out of pocket expenses required to be reimbursed
or paid by the Company hereunder;


 


(b)                                 an agreement or agreements pursuant to
which the Acquisition shall be effected (the “Acquisition Agreement”)
shall have been entered into by the Seller and the Company and one or more of
its Subsidiaries, which shall be in form and substance reasonably satisfactory
to each of the Specified Lenders (it being acknowledged that the drafts of such
documentation dated July 5, 2009 delivered to the Specified Lenders by the
Company on or prior to the date hereof are reasonably satisfactory to the
Specified Lenders) and shall be in full force and effect, and a fully executed
copy of the Acquisition Agreement shall have been delivered to the Specified


 


16

















 


Lenders, certified by an Authorized Officer of the Company as of the
Amendment No. 1 Effective Date as being true and complete and including
all amendments thereto.  All conditions
precedent under the Acquisition Agreement shall have been satisfied or waived (provided
that any waiver of a condition or matter material and adverse to the interests
of the Lenders shall require the consent of each Specified Lender) and any
amendment to the Acquisition Agreement material and adverse to the interests of
the Lenders shall require the consent of each Specified Lender.  Notwithstanding the above, (i) no
amendment or modification of or waiver with respect to (A) the definition
or occurrence of a “Material Adverse Change” (as defined in the Acquisition
Agreement), (B) the purchase price consideration (other than decreases in
purchase price aggregating $25,000,000 or less) or (C) Section 3.1 of
the Sale and Purchase Agreement for the Acquisition shall have been entered
into without the consent of each Specified Lender and (ii) the Specified
Lenders shall be provided with reasonable notice of and opportunity to assess
any waivers or amendments of the Acquisition Agreement.  The Acquisition shall be consummated substantially
contemporaneously with the making of any Borrowings under the Credit Agreement
made on the Amendment No. 1 Effective Date;


 


(c)                                  the Company shall have repaid in full as
of the Amendment No. 1 Effective Date all outstanding Advances under the
Credit Agreement together with all accrued and unpaid interest and fees
thereunder (it being understood that the Company may, subject to the terms of
the Credit Agreement as amended by this Amendment, simultaneously reborrow such
amounts from the Lenders in proportion to their Pro Rata Shares after giving
effect to the Commitment modifications contemplated hereby);


 


(d)                                 delivery to the Administrative Agent
(which is hereby acknowledged by the Administrative Agent) of copies of the
articles or certificate of incorporation (or similar formation documents) of
the Company and each Subsidiary Guarantor (as defined in the Credit Agreement
after giving effect to this Amendment), together with all amendments, and a
certificate of good standing (or comparable certificate), each certified by the
appropriate governmental officer in its jurisdiction of formation, as well as
any other information required by Section 326 of the USA Patriot Act or
necessary for the Administrative Agent or any Lender to verify the identity of
the Company as required by Section 326 of the USA Patriot Act;


 


(e)                                  delivery to the Administrative Agent
(which is hereby acknowledged by the Administrative Agent) of copies, certified
by the Secretary or an Assistant Secretary of the Company, of its by-laws and
of the resolutions of its Board of Directors and of resolutions or actions of
any other body authorizing the execution of this Amendment;


 


(f)                                    delivery to the Administrative Agent of
copies, certified by the Secretary or an Assistant Secretary of each Borrowing
Subsidiary, of its by-laws and of the resolutions of its Board of Directors and
of resolutions or actions of any other body authorizing the execution of this
Amendment;


 


(g)                                 delivery to the Administrative Agent
(which is hereby acknowledged by the Administrative Agent) of copies, certified
by the Secretary or an


 


17

















 


Assistant Secretary of each Subsidiary Guarantor, of its by-laws and of
the resolutions of its Board of Directors and of resolutions or actions of any
other body authorizing the execution of the Subsidiary Guaranty;


 


(h)                                 delivery to the Administrative Agent of a
certificate, signed by the chief financial officer of the Company, confirming
the accuracy in all material respects as of the Amendment No. 1 Effective
Date of Section 2(b) of this Amendment, and stating that immediately
after giving effect to this Amendment and the consummation of the Acquisition (i) no
Unmatured Default (but only to the extent arising under Sections 7.2, 7.3 (as
to Sections 6.1(a)-(d) or (i) or 6.6 only) or Section 7.7) or
Default has occurred and is continuing and (ii) no material adverse change
has occurred in the financial position or business of the Company, its
subsidiaries and the Business (taken as a whole and giving pro forma effect to
the Acquisition and the related financings) since December 31, 2008;


 


(i)                                     there shall have been executed and
delivered to the Administrative Agent the Subsidiary Guaranty substantially in
the form attached hereto as Exhibit G, amended as and to the extent
necessary to include any additional Material Subsidiaries disclosed to the
Administrative Agent by the Company pursuant to Section 2(e) of this
Amendment; and


 


(j)                                     delivery to the Administrative Agent of a
written opinion of Kirkland & Ellis LLP, special counsel to the
Company addressing customary matters, addressed to the Lenders and in form and
substance reasonably acceptable to the Administrative Agent.


 


In the event the Amendment No. 1 Effective Date
has not occurred on or before March 31, 2010, Sections 1 (other than
subclause (k) of Section 6.15 under Section 1(o) of this
Amendment), 3 and 4 of this Amendment shall not become operative and shall be
of no force or effect.


 


6.                                       Reference to and Effect Upon the Credit
Agreement.


 


(a)                                  Except as specifically amended above, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.


 


(b)                                 The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver of any right, power or remedy
of the Administrative Agent or any Lender under the Credit Agreement or any
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any Loan Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.


 


18

















 


7.                                       Costs and Expenses. 
The Company hereby affirms its obligation under Section 9.6 of the
Credit Agreement to reimburse the Administrative Agent and JPMorgan for any
costs, internal charges and out-of-pocket expenses (including attorneys’ fees
and time charges of attorneys for the Administrative Agent, which attorneys may
be employees of the Administrative Agent) paid or incurred by the
Administrative Agent or JPMorgan in connection with the preparation,
negotiation, execution and delivery of this Amendment.


 


8.                                       Governing Law. 
This Amendment shall be construed in accordance with the internal laws
of the State of New York, but giving effect to federal laws applicable to
national banks.


 


9.                                       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 purposes.


 


10.                                 Counterparts. 
This Amendment may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a
signature page of this Amendment by facsimile or in a .pdf or similar file
shall be effective as delivery of a manually executed counterpart of this
Amendment.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date and year first above
written.


 


[SIGNATURE PAGES
FOLLOW]


 


19

















 


	
  MACTAC EUROPE S.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BEMIS COORDINATION CENTER S.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PERFECSEAL LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 

















 


	
  BEMIS COMPANY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BEMIS SWANSEA LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  individually and as Administrative Agent

  and Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 

















 


	
   

  	
  BNP PARIBAS,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 

















 


SCHEDULE
1


 


Commitments


 


	
  Lender/New Lender

  	
   

  	
  Current Commitment(1)

  	
   

  	
  Commitment Increase/New

  Commitment

  	
   

  	
  Updated

  Commitment(2)

  	
   

  
	
  JPMorgan
  Chase Bank, N.A.

  	
   

  	
  $

  	
  96,900,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  121,900,000

  	
   

  
	
  Wachovia
  Bank, National Association(3)

  	
   

  	
  $

  	
  96,900,000

  	
   

  	
  —

  	
   

  	
  $

  	
  96,900,000

  	
   

  
	
  ING
  Bank N.V., Dublin Branch(3)

  	
   

  	
  $

  	
  34,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  34,000,000

  	
   

  
	
  Wells
  Fargo Bank, National Association(3)

  	
   

  	
  $

  	
  79,475,000

  	
   

  	
   

  	
   

  	
  $

  	
  79,475,000

  	
   

  
	
  BNP
  Paribas

  	
   

  	
  $

  	
  38,250,000

  	
   

  	
  $

  	
  75,000,000

  	
   

  	
  $

  	
  113,250,000

  	
   

  
	
  U.S.
  Bank National Association(3)

  	
   

  	
  $

  	
  79,475,000

  	
   

  	
  —

  	
   

  	
  $

  	
  79,475,000

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  100,000,000

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  425,000,000

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
  $

  	
  625,000,000

  	
   

  



 






(1)                                  As of July 5, 2009.


 


(2)                                  Giving effect to the increase per this
Amendment without regard to others changes in Commitment amounts after the date
of this Amendment.


 


(3)                                  There will be no changes to the
Commitments of these Lenders accomplished by this Amendment.


 

















 


SCHEDULE
2


 


Subsidiary
Guarantors


 


Curwood, Inc., a
Delaware corporation


Milprint, Inc., a
Wisconsin corporation


Morgan Adhesives Company,
an Ohio corporation


 

















 


SCHEDULE
3


 


PRICING SCHEDULE


 


	
  APPLICABLE

  MARGIN

  	
   

  	
  LEVEL I

  STATUS

  	
   

  	
  LEVEL II

  STATUS

  	
   

  	
  LEVEL III

  STATUS

  	
   

  	
  LEVEL IV

  STATUS

  	
   

  	
  LEVEL V

  STATUS

  	
   

  
	
  Eurocurrency Rate/Letter of Credit Fee Rate

  	
   

  	
  2.10

  	
  %

  	
  2.60

  	
  %

  	
  2.85

  	
  %

  	
  3.00

  	
  %

  	
  3.50

  	
  %

  
	
  Floating Rate

  	
   

  	
  1.10

  	
  %

  	
  1.60

  	
  %

  	
  1.85

  	
  %

  	
  2.00

  	
  %

  	
  2.50

  	
  %

  
	
  Facility Fee Rate

  	
   

  	
  0.40

  	
  %

  	
  0.40

  	
  %

  	
  0.40

  	
  %

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  



 


For the purposes
of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:


 


“Level I Status” exists
at any date if, on such date, the Company’s Moody’s Rating is A3 or better and
the Company’s S&P Rating is A- or better.


 


“Level II Status” exists
at any date if, on such date, (i) the Company has not qualified for Level
I Status and (ii) the Company’s Moody’s Rating is Baa1 or better and the
Company’s S&P Rating is BBB+ or better.


 


“Level III Status” exists
at any date if, on such date, (i) the Company has not qualified for Level
I Status or Level II Status and (ii) the Company’s Moody’s Rating is Baa2
or better and the Company’s S&P Rating is BBB or better.


 


“Level IV Status” exists
at any date if, on such date, (i) the Company has not qualified for Level
I Status, Level II Status or Level III Status and (ii) the Company’s Moody’s
Rating is Baa3 or better and the Company’s S&P Rating is BBB- or better.


 


“Level V Status” exists
at any date if, on such date, the Company has not qualified for Level I Status,
Level II Status, Level III Status or Level IV Status.


 


“Moody’s Rating” means,
at any time, the rating issued by Moody’s and then in effect with respect to
the Company’s senior unsecured long-term debt securities without third-party
credit enhancement.


 


“S&P Rating” means,
at any time, the rating issued by S&P and then in effect with respect to
the Company’s senior unsecured long-term debt securities without third-party
credit enhancement.


 

















 


“Status”
means either Level I Status, Level II Status, Level III Status, Level IV Status
or Level V Status.


 


The Applicable Margin and
Applicable Fee Rate shall be determined in accordance with the foregoing table
based on the Company’s Status as determined from its then-current Moody’s and
S&P Ratings.  The credit rating in
effect on any date for the purposes of this Schedule is that in effect at the
close of business on such date.  If at
any time the Company has no Moody’s Rating or no S&P Rating, Level V Status
shall exist.


 


If the Company is
split-rated, the ratings differential is one notch and the higher rating has a
stable outlook, the higher of the two ratings will apply.  If the Company is split-rated, the ratings
differential is one notch and the higher rating does not have a stable outlook,
the lower of the two ratings will apply. 
If the Company is split-rated and the ratings differential is two or
more notches, the rating which is one notch above the lower rating shall be
used.  If at any date, the Company’s
long-term unsecured debt is rated by neither S&P nor Moody’s, then Level V
Status shall apply.


 

















 


SCHEDULE
6.15


 


Burdensome
Agreements


 


None.


 

















 


EXHIBIT G


 


SUBSIDIARY
GUARANTY