**Exhibit10.34**

 

**ELEVENTHAMENDMENT TOCREDIT AGREEMENT**

 

THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (“EleventhAmendment”) dated as of April 25, 2003, by and among SUCCESSORIES, INC., anIllinois corporation, SUCCESSORIES OF ILLINOIS, INC., an Illinois corporation,and CELEX SUCCESSORIES, INC., a Canadian corporation (hereinafter, togetherwith their successors in title and assigns, called the “Borrowers” and each ofwhich individually is a “Borrower”), THE PROVIDENT BANK, as Agent, an Ohiobanking corporation (“Agent”), and various Lenders as set forth in the CreditAgreement.

 

PRELIMINARY STATEMENT

 

WHEREAS, Borrowers, Agent and Lenders have enteredinto a Credit Agreement dated as June 20, 1997, as amended by a First Amendmentdated 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 Amendmentdated 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 ofJune 7, 2002 and a Tenth Amendment dated as of September 11, 2002 (as soamended, the “Credit Agreement”);

 

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

 

WHEREAS, Borrowers, Agent and Lenders now wish toamend 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 partieshereto agree to supplement and amend the Credit Agreement upon such terms andconditions as follows:

 

# 1.                                       CapitalizedTerms.  All capitalized terms usedherein shall have the meanings assigned to them in the Credit Agreement unlessthe context hereof requires otherwise. Any definitions as capitalized terms setforth herein shall be deemed incorporated into the Credit Agreement as amendedby this Eleventh Amendment.

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# 2.                                       Definitions.

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## (a)                                  The followingdefinition contained in Section 1.2 of the Credit Agreement is hereby amendedin its entirety to read as follows:

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

 

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(c) the date upon which the Credit Commitmentsterminate pursuant to Section 9.2 hereof; or (d) the date on which the Loansshall be paid in full.

 

## (b)                                 Section 1.2 of theCredit Agreement is hereby amended to add the following definition to read inits entirety as follows:

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

 

# 3.                                       Reaffirmationof Covenants, Warranties and Representations.  Borrowers hereby agree and covenant that all representations andwarranties set forth in the Credit Agreement including, without limitation, allof those representations and warranties set forth in Article 5 thereof, aretrue and accurate as of the date hereof and except to the extent that suchrelate to a specific date.  Borrowersfurther reaffirm all covenants set forth in the Credit Agreement, and reaffirmeach of the affirmative covenants set forth in Article 6, all financialcovenants set forth in Article 7, except to the extent modified or amended bythis Eleventh Amendment, and all negative covenants set forth in Article 8thereof, as if fully set forth herein.

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# 4.                                       Amendmentof Notes.  The parties hereby agreeand consent that notwithstanding any terms to the contrary set forth in theRevolving Credit Notes, the Term Loan Notes or the Credit Agreement, thematurity date of each of the Notes shall be extended from June 1, 2003 to theTermination Date, at which time the entire outstanding principal amount of eachof the Notes and all accrued and unpaid interest thereon shall thereupon becomedue and payable, without notice or demand.

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# 5.                                       ConditionsPrecedent to Closing of Eleventh Amendment.  On or prior to the Eleventh Amendment Closing Date, each of thefollowing conditions precedent shall have been satisfied:

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

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## (b)                                 Legality ofTransactions.  No change inapplicable law shall have occurred as a consequence of which it shall havebecome and continue to be unlawful (i) for Agent and each Lender to perform anyof their agreements or obligations under any of the Loan Documents, or (ii) forBorrowers to perform any of their agreements or obligations under any of theLoan Documents.

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

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## (d)                                 Proceedings andDocuments.  All corporate,governmental and other proceedings in connection with the transactionscontemplated on the Eleventh Amendment Closing Date, each of the other LoanDocuments and all instruments and documents incidental thereto, shall be inform and substance reasonably satisfactory to Agent.

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

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# 6.                                       Miscellaneous.

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

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## (b)                                 All of the terms,conditions and provisions of the Credit Agreement not herein modified shallremain in full force and effect.  In theevent a term, condition or provision of the Credit Agreement conflicts with aterm, condition or provision of this Eleventh Amendment, the latter shallgovern.

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## (c)                                  This EleventhAmendment shall be governed by and shall be construed and interpreted inaccordance with the laws of the State of Ohio.

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## (d)                                 This EleventhAmendment shall be binding upon and shall inure to the benefit of the partieshereto and their respective heirs, successors and assigns.

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## (e)                                  This EleventhAmendment may be executed in several counterparts, each of which shallconstitute an original, but all which together shall constitute one and thesame agreement.

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*[Remainder of this page intentionally left blank. Signaturepage follows.]*

 

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IN WITNESS WHEREOF, thisEleventh Amendment has been duly executed and delivered by or on behalf of eachof 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 |

 

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