Collateral Matters.
(k)
Actions with Respect to Defaults.
(l)
Delivery of Information.
(m)
Demand.
(n)
Notice of Default.
20.
ASSIGNABILITY.
21.
AMENDMENTS, ETC.
22.
NONLIABILITY OF AGENT AND LENDERS.
23.
INDEMNIFICATION.
24.
NOTICE.
25.
CHOICE OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION.
26.
HEADINGS OF SUBDIVISIONS.
27.
POWER OF ATTORNEY.
28.
CONFIDENTIALITY.
29.
COUNTERPARTS.
30.
ELECTRONIC SUBMISSIONS.
31.
EFFECT OF AMENDMENT AND RESTATEMENT.
32.
OTHER WAIVERS.
33.
DESIGNATED SENIOR INDEBTEDNESS.
iv
EXHIBIT A - BUSINESS AND COLLATERAL LOCATIONS
EXHIBIT B - COMPLIANCE CERTIFICATE
EXHIBIT C - COMMERCIAL TORT CLAIMS
EXHIBIT D - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
SCHEDULE 1 - PERMITTED LIENS
SCHEDULE 5 (a) - EXCLUDED EQUIPMENT
SCHEDULE 11 (g) - LITIGATION
SCHEDULE 11 (i) - AFFILIATE TRANSACTIONS
SCHEDULE 11 (j) - NAMES & TRADE NAMES
SCHEDULE 11 (n) - INDEBTEDNESS
SCHEDULE 11 (p) - PARENT, SUBSIDIARIES AND AFFILIATES
SCHEDULE 12 (j)-CHARGES REGARDING CHECKING ACCOUNTS
SCHEDULE 13 (f) - LOANS BY BORROWER
SCHEDULE 17 (a) - CLOSING DOCUMENT CHECKLIST
v
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or
supplemented from time to time, this "Agreement") made this 10th day of August,
2004 by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability
company (in its individual capacity, "LaSalle"), as agent (in such capacity as
agent, "Agent") for itself and all other lenders from time to time a party
hereto ("Lenders"), 135 South LaSalle Street, Chicago, Illinois 60603-4105, PNC
BANK, NATIONAL ASSOCIATION (in its individual capacity, "PNC Bank") as
documentation agent ("Documentation Agent") and as a Lender, One South Wacker,
Suite 2980, Chicago, Illinois 60606, THE CIT GROUP/BUSINESS CREDIT, INC. (in its
individual capacity, "CIT") as syndication agent ("Syndication Agent") and as a
Lender, Ten South LaSalle Street, Chicago, Illinois 60603, all other Lenders and
Perry Judd's Incorporated, a Delaware corporation, having its principal place of
business at 575 West Madison Street, Waterloo, Wisconsin 53594 ("Borrower").
WITNESSETH:
WHEREAS, Borrower and LaSalle are parties to a certain Loan and Security
Agreement, dated August 19, 2002 as it may be amended (the "Original Agreement")
and various other agreements;
WHEREAS, Borrower has requested that LaSalle amend the terms and conditions of
the Original Agreement in several respects, including, without limitation, the
addition of other lenders with LaSalle acting as agent and Agent and Lenders are
willing to do so subject to the terms and conditions set forth in this
Agreement;
WHEREAS, it is the intention of the parties to this Agreement that upon
execution of this Agreement, the Original Agreement (and, except as otherwise
set forth in the following proviso, all obligations and rights of any party
thereunder), shall be amended and restated by this Agreement; provided, however,
the obligations to repay the loans and advances arising under the Original
Agreement shall continue in full force and effect and the liens and security
interests securing payment thereof shall be continuing but shall now be governed
by the terms of this Agreement and the Other Agreements;
WHEREAS, Borrower may, from