8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 17, 2012

CHECKPOINT SYSTEMS, INC.

(Exact name of Registrant as specified in its Articles of Incorporation)

Pennsylvania		001-11257	22-1895850
(State of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
One Commerce Square, 2005 Market Street, Suite 2410, Philadelphia, Pennsylvania			19103
(Address of principal executive offices)			(Zip Code)
	856-848-1800
	(Registrant’s telephone number, including area code)
	N/A
	(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business And Operations

Item 1.01      Entry into a Material Definitive Agreement

The impact of Checkpoint Systems, Inc.'s restructuring initiatives and on-going economic conditions have the potential to put pressure on its ability to meet its leverage ratio covenants under its existing credit facilities during 2012.  As a proactive measure, the Company pursued amendments (which are more fully described below) with its working capital lenders and term loan lenders to temporarily increase the leverage ratios under such credit facilities through the end of the third fiscal quarter in 2012.

On February 17, 2012, Checkpoint Systems, Inc. (the “Company”) entered into a First

Amendment to Credit Agreement (the “Credit Amendment”), which amended its existing credit agreement among the Company, Checkpoint Manufacturing Japan Co., Ltd., and CP International Systems C.V., as foreign borrowers, certain other domestic and foreign subsidiaries of the Company, as domestic guarantors and foreign guarantors, the various lenders party thereto from time to time, Wells Fargo Bank, National Association, as Administrative Agent, Citizens Bank of Pennsylvania, as Syndication Agent, and Wells Fargo Securities, LLC and Citizens Bank of Pennsylvania, as Joint Lead Arrangers and Joint Bookrunners (the “Credit Agreement”).  

The foregoing description of the Credit Amendment is qualified in its entirety by reference to the complete terms of the Credit Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, as well as the Amended and Restated Credit Agreement with the Lenders, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 22, 2010.

In addition to the Credit Amendment with the Lenders described above, the Company also entered into a First Amendment to its Note Purchase and Private Shelf Agreement (the “Note Purchase Amendment”) with Prudential Investment Management, Inc. (“Prudential”) and certain Prudential affiliates.

The foregoing description of the Note Purchase Amendment is qualified in its entirety by reference to the complete terms of the Note Purchase Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference, as well as the original Note Purchase and Private Shelf Agreement with Prudential and its affiliates, a copy of which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 22, 2010.

Section 9 – Financial Statements and Exhibits

Item 9.01        Financial Statements and Exhibits

(d) The following exhibits are filed herewith:

Exhibit 10.1 First Amendment to Credit Agreement dated February 17, 2012, among the Company, Checkpoint Manufacturing Japan Co., Ltd., and CP International Systems C.V., as foreign borrowers, certain other domestic and foreign subsidiaries of the Company, as domestic guarantors and foreign guarantors, the various lenders party thereto from time to time, Wells Fargo Bank, National Association, as Administrative Agent, Citizens Bank of Pennsylvania, as Syndication Agent, and Wells Fargo Securities, LLC and Citizens Bank of Pennsylvania, as Joint Lead Arrangers and Joint Bookrunners.  

Exhibit 10.2 First Amendment to Note Purchase and Private Shelf with Prudential Investment Management, Inc. (“Prudential”) and certain Prudential affiliates, dated as of February 17, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Checkpoint Systems, Inc.
Date: February 23, 2012	By:	/s/ Raymond D. Andrews
		Name: Raymond D. Andrews
		Title: Senior Vice President and CFO

EX-99.1

 FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 17, 2012, is by and among CHECKPOINT SYSTEMS, INC., a Pennsylvania corporation (the “Company”), CHECKPOINT MANUFACTURING JAPAN CO., LTD., a company formed under the laws of Japan (the “Japanese Borrower”), CP INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditairs vennootschap) formed under Dutch law (the “Dutch Borrower”), those Domestic Subsidiaries of the Company identified as “Domestic Guarantors” on the signature pages hereto (the “Domestic Subsidiary Guarantors”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages hereto (together with the Foreign Borrowers, the “Foreign Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrowers, the Guarantors, the certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of July 22, 2010 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Credit Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and

WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1           New Definitions.  The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“First Amendment Effective Date” means February 17, 2012.

1.2           Amendment to Definition of Permitted Acquisition.  The definition of Permitted Acquisition set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Permitted Acquisition” means any acquisition or any series of related acquisitions by a Credit Party of the assets or a majority of the Voting Stock or economic interests of a Person or any division, line of business or other business unit of a Person (such Person or such division, line of business or other business unit of such Person referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant to Section 6.3 hereof, so long as (a) no Default or Event of Default shall then exist or would exist after giving effect thereto, (b) the Credit Parties certify to the Administrative Agent and the Required Lenders that, on a Pro Forma Basis, (i) the Credit Parties will be in compliance with all of the terms and provisions of the financial covenants set forth in Section 5.9 and (ii) the Leverage Ratio shall not exceed 2.75 to 1.00, (c) the Target shall have executed a joinder agreement in accordance with the terms of Section 5.8, if required by such section, and the Credit Parties and their Subsidiaries (including the Target) shall have complied with Section 5.12, (d) immediately after giving effect to such acquisition the Credit Parties shall have at least $50,000,000(or the Foreign Equivalent thereof) of cash on deposit in readily available funds (without causing any adverse tax consequences) and/or the ability to borrow under this Agreement without causing a violation of any covenant, (e) such acquisition is not a “hostile” acquisition and has been approved by the board of directors and/or shareholders of the applicable Credit Party and the Target and (f) immediately after giving effect to such acquisition the Borrowers (in the aggregate) shall have the ability (but shall not be required) to borrow at least $20,000,000 (or the Foreign Equivalent thereof) under this Agreement without causing a Default or Event of Default.  Notwithstanding the foregoing, no Credit Party shall be permitted to consummate any acquisition from the First Amendment Effective Date through the fiscal quarter ending September 23, 2012.

1.3           Amendment to Section 5.9(a).  Section 5.9(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a)           Leverage Ratio.  On a consolidated basis, maintain a Leverage Ratio as of the end of each fiscal quarter of the Company of less than or equal to the following:

Period	Ratio
For the fiscal quarters ending prior to March 25, 2012	2.75 to 1.00
For the fiscal quarter ending March 25, 2012	3.00 to 1.00
For the fiscal quarter ending June 24, 2012	3.35 to 1.00
For the fiscal quarter ending September 23, 2012	3.25 to 1.00
For the fiscal quarters ending December 30, 2012 and  each fiscal quarter thereafter	2.75 to 1.00

1.4           Amendment to Section 5.9.  A new subsection (c) is hereby added to Section 5.9 of the Credit Agreement to read as follows:

(c)           Minimum Cash Balance.  For the period ending December 25, 2011, the Company and its Subsidiaries shall have cash and Cash Equivalents (as set forth in the Company’s audited financial statements delivered pursuant to Section 5.1(a) for the fiscal year ending December 25, 2011) in an aggregate amount of at least $90,000,000.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1           Closing Conditions.  This Amendment shall become effective (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)           Executed Amendment.  The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and the Administrative Agent, on behalf of the Required Lenders.

(b)           Executed Lender Consents.  The Administrative Agent shall have received executed consents, in substantially the form of Exhibit A attached hereto (each a “Lender Consent”), from the Required Lenders authorizing the Administrative Agent to enter into this Amendment on their behalf.  The delivery by the Administrative Agent of its signature page to this Amendment shall constitute conclusive evidence that the consents from the Required Lenders have been obtained.

(c)           Default.  After giving effect to this Amendment, no Default or Event of Default shall exist.

(d)           Fees and Expenses.  The Administrative Agent shall have received from the Borrowers, for the account of each Lender that executes and delivers a Lender Consent to the Administrative Agent by 5:00 p.m. (EST) on or before February 13, 2012(each such Lender, a “Consenting Lender”, and collectively, the “Consenting Lenders”), an amendment fee as described in the fee letter between the Administrative Agent and the Borrowers, dated as of the date hereof, based on the Revolving Commitment of such Consenting Lender (prior to giving effect to this Amendment).

(e)           Private Placement Debt.  The Administrative Agent shall have received a duly executed copy of an amendment to the Note Purchase Agreement on terms and conditions reasonably satisfactory to the Administrative Agent.

ARTICLE III

MISCELLANEOUS

3.1           Amended Terms.  On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.2           Representations and Warranties of Credit Parties.  Each of the Credit Parties represents and warrants as follows:

(a)           It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)           This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)           No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d)           The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date and those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects).

(e)           No event has occurred and is continuing which constitutes a Default or an Event of Default.

(f)           The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

(g)           The Credit Party Obligations are not reduced by this Amendment and are not subject to any offsets, defenses or counterclaims.

3.3           Reaffirmation of Credit Party Obligations.  Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

3.4           Credit Document.  This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

3.5           Expenses.  The Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

3.6           Further Assurances.  The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

3.7           Entirety.  This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.8           Counterparts; Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

3.9           No Actions, Claims, Etc.  As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.10           GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

3.11           Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.12           General Release.  In consideration of the Administrative Agent’s willingness to enter into this Amendment, on behalf of the Lenders, each Credit Party hereby releases and forever discharges the Administrative Agent, the Issuing Lender, the Swingline Lender, the Lenders and the Administrative Agent’s, the Issuing Lender’s, the Swingline Lender’s,  and the Lender’s respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “Bank Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Credit Party may have or claim to have against any of the Bank Group.

3.13           Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 10.13 and 10.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

CHECKPOINT SYSTEMS, INC.

FIRST AMENDMENT

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

COMPANY:                                                        CHECKPOINT SYSTEMS, INC.,

a Pennsylvania corporation

By:           /s/ Raymond D. Andrews                                                                           

Name: Raymond D. Andrews

Title:   Senior Vice President and Chief Financial Officer

JAPANESE BORROWER                               CHECKPOINT MANUFACTURING JAPAN CO. LTD.

AND FOREIGN GUARANTOR:                                                                

By:           /s/ John R Van Zile                                                                           

Name: John R. Van Zile

Title:   Director

DUTCH BORROWER AND                            CP INTERNATIONAL SYSTEMS C.V.

FOREIGN GUARANTOR:                                                      

By: Checkpoint International, LLC in its capacity as general partner of CP International Systems C.V.

By: /s/ Raymond D. Andrews                                                                                     

Name: Raymond D. Andrews

Title:   President

DOMESTIC GUARANTORS:                          OATSYSTEMS, INC., a Delaware corporation,

By:           /s/ Todd Hauser                                                                           

Name: Todd Hauser

Title: Vice President, Chief Financial Officer and Treasurer

CHECKPOINT SYSTEMS, INC.

FIRST AMENDMENT

CHECKPOINT INTERNATIONAL, LLC, a Delaware

limited liability company

By:           /s/ Raymond D. Andrews                                                                           

Name: Raymond D. Andrews

Title:   President

CHECKPOINT SYSTEMS HOLDING, INC.,

a Delaware corporation

By:           /s/ John R. Van Zile                                                                           

Name: John R. Van Zile

Title: Senior Vice President, General Counsel and

          Secretary

J & F INTERNATIONAL USA, INC.,

an Ohio corporation

By:           /s/ Raymond D. Andrews                                                                           

Name: Raymond D. Andrews

Title:           Senior Vice President and Chief Financial Officer

ADAPT IDENTIFICATION, LLC,

a New York limited liability company

By:           /s/ Raymond D. Andrews                                                                           

Name: Raymond D. Andrews

Title:           Senior Vice President and Chief Financial Officer

FOREIGN GUARANTORS:                              CHECKPOINT SYSTEMS HOLDING GMBH

By:           /s/ John R. Van Zile                                                                           

Name: John R. Van Zile

Title:   Director

CHECKPOINT HOLLAND HOLDING B.V.

By:           /s/ Omar Durrani                                                                           

Name: Omar Durrani

Title:   Director

CHECKPOINT CARIBBEAN LTD.

By:           /s/ John R. Van Zile                                                                           

Name: John R. Van Zile

Title:   Director

CHECKPOINT SYSTEMS INTERNATIONAL GMBH

By:           /s/ John R. Van Zile                                                                           

Name: John R. Van Zile

Title:   Director

CHECKPOINT SYSTEMS, INC.

FIRST AMENDMENT

CHECKPOINT SYSTEMS GMBH

By:           /s/ John R. Van Zile                                                                           

Name: John R. Van Zile

Title:   Director

CHECKPOINT SYSTEMS HONG KONG LTD.

By:           /s/ Che Lop Paul Chu

Name: Che Lop Paul Chu

Title:   Director

CHECKPOINT LABELLING SERVICES HONG

KONG LIMITED

By:           /s/ Omar Durrani                                                                           

Name: Omar Durrani

Title:   Director

CHECKPOINT SYSTEMS ESPAÑA S.L.

By:           /s/ Inaki Elosua                                                                           

Name: Inaki Elosua

Title:   Attorney

By:___/s/ Rafael Alegre de Miquel                                     

Name:           Rafael Alegre de Miquel

Title:           Attorney

CHECKPOINT SYSTEMS BENELUX B.V.

By:           /s/ Omar Durrani                                                                           

Name: Omar Durrani

Title:   Director

CHECKPOINT SYSTEMS, INC.

FIRST AMENDMENT

KIMBALL SYSTEMS B.V.

By:           /s/ Omar Durrani                                                                           

Name: Omar Durrani

Title:   Director

BRILLIANT LABEL MANUFACTURING LIMITED

By:           /s/ Che Lop Paul Chu

Name: Che Lop Paul Chu

Title:   Director

CHECKPOINT SYSTEMS, INC.

FIRST AMENDMENT

ADMINISTRATIVE AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent

By:           /s/ Beth Rue                                                                           

Name: Beth Rue

Title:   Director

EXHIBIT A

FORM OF

LENDER CONSENT

See Attached.

LENDER CONSENT

This Lender Consent is given pursuant to the Amended and Restated Credit Agreement, dated as ofJuly 22, 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among CHECKPOINT SYSTEMS, INC., a Pennsylvania corporation (the “Company”), CHECKPOINT MANUFACTURING JAPAN CO., LTD., a company formed under the laws of Japan (the “Japanese Borrower”), CP INTERNATIONAL SYSTEMS C.V., a limited partnership (commanditairs vennootschap) formed under Dutch law (the “Dutch Borrower”), those Domestic Subsidiaries of the Company identified as “Domestic Guarantors” on the signature pages thereto (the “Domestic Subsidiary Guarantors”), those Foreign Subsidiaries of the Company identified as “Foreign Guarantors” on the signature pages thereto (together with the Foreign Borrowers, the “Foreign Guarantors”), the several banks and other financial institutions as may from time to time become party thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

The undersigned hereby approves the First Amendment to Credit Agreement, to be dated on or about February 17, 2012, by and among the Borrower, the Guarantors and the Administrative Agent, on behalf of the Lenders (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement.

Delivery of this Lender Consent by telecopy or other electronic means shall be effective as an original.

A duly authorized officer of the undersigned has executed this Lender Consent as of the  15th day of February, 2012.

Citizens Bank of PA________________________,

as a Lender

By:           /s/ Dvon Starks                                                                

Name:           Devon Starks

Title:           Senior Vice President

By:           

Name:           

Title:           

 

1 Second signature block only required to be signed if two signature blocks are required by such Lender.

EX-99.2

FIRST AMENDMENT TO NOTE PURCHASE

AND PRIVATE SHELF AGREEMENT

FIRST AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT (this “Amendment”), dated as of February 17, 2012, among Checkpoint Systems, Inc., a Pennsylvania corporation (the “Company”), each Subsidiary of the Company identified as “Subsidiary Guarantors” on the signature pages hereto (the “Subsidiary Guarantors”), and each of the holders of Notes that is a signatory to this Amendment (the “Noteholders”). Except as provided below, capitalized terms used in this Amendment and not defined herein have the respective meanings set forth on Schedule B to the Note Purchase Agreement described below.

R E C I T A L S:

WHEREAS, the Company and the Noteholders are parties to that certain Note Purchase and Private Shelf Agreement dated as of July 22, 2010 (the “Existing Note Purchase Agreement”; and as amended by this Amendment and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”);

WHEREAS, pursuant to the Existing Note Purchase Agreement, the Company issued, and the Noteholders purchased, the Company’s (a) 4.00% Series A Senior Secured Notes due July 22, 2015 in the aggregate principal amount of $25,000,000 (the “Series A Notes”), (b) 4.38% Series B Senior Secured Notes due July 22, 2016 in the aggregate principal amount of $25,000,000 (the “Series B Notes”), (c) 4.75% Series C Senior Secured Notes due July 22, 2017 in the aggregate principal amount of $25,000,000 (the “Series C Notes” and together with the Series A Notes and the Series B Notes, collectively, the “Notes”); and

WHEREAS, the Company desires to amend certain provisions of the Existing Note Purchase Agreement, and the Noteholders have agreed to make such amendments, subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, the parties hereto agree as follows:

1.   AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT.

1.1.Amendments to Section 9.8(a) (Leverage Ratio).

(a)Clause (a) of Section 9.8 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a)           Leverage Ratio.  The Company will, on a consolidated basis, maintain a Leverage Ratio as of the end of each fiscal quarter of the Company of less than or equal to the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending	Leverage Ratio
For each fiscal quarter ending prior to March 25, 2012	2.75 to 1.0
For the fiscal quarter ending March 25, 2012	3.00 to 1.0
For the fiscal quarter ending June 24, 2012	3.35 to 1.0
For the fiscal quarter ending September 23, 2012	3.25 to 1.0
For the fiscal quarter ending December 30, 2012 and each fiscal quarter ending thereafter	2.75 to 1.0”

(b)Section 9.8 of the Existing Note Purchase Agreement is hereby amended by adding a new clause (c) to read as follows:

“(c)           Minimum Cash Balance.  On or prior to the date on which the Company is required to deliver its audited financial statements for the fiscal year of the Company ended December 25, 2011 pursuant to Section 7.1(b), the Company will provide evidence reasonably satisfactory to the Required Holders of the Notes that the aggregate amount of all cash and Cash Equivalents held by the Company and its Subsidiaries on a consolidated basis as of the close of business on the last day of the fiscal year of the Company ended December 25, 2011 was at least $90,000,000.”

1.2.Amendments to Schedule B (Defined Terms).

(a)The following definition is hereby added to Schedule B to the Existing Note Purchase Agreement in its appropriate alphabetical order:

““First Amendment Effective Date” means February 17, 2012.”

(b)The definition of “Permitted Acquisition” set forth in Schedule B to the Existing Note Purchase Agreement is hereby amended by adding the following new sentence at the end thereof:

“Notwithstanding the foregoing or anything contained in Section 10.5 of this Agreement, neither the Company nor any Subsidiary shall be permitted to consummate any acquisition from the First Amendment Effective Date through the fiscal quarter ending September 23, 2012, except as otherwise approved by the Required Holders.”

2.   REPRESENTATIONS AND WARRANTIES.

To induce the Noteholders to enter into this Amendment, the Company and each Subsidiary Guarantor represents and warrants as follows (it being agreed, however, that nothing in this Section 2 shall affect any of the representations and warranties previously made by (a) the Company in or pursuant to the Existing Note Purchase Agreement or (b) each Subsidiary Guarantor in or pursuant to the Subsidiary Guaranty Agreement, and that all of such other representations and warranties, as well as the representations and warranties in this Section 2, shall survive the effectiveness of this Amendment):

2.1.Organization; Power and Authority.

Each Credit Party is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  Each Credit Party has the corporate or other power and authority to execute and deliver this Amendment and to perform the provisions hereof.

2.2.Authorization, etc.

This Amendment has been duly authorized by all necessary corporate action on the part of each Credit Party and this Amendment constitutes a legal, valid and binding obligation of each Credit Party enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.3.Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by each Credit Party of this Amendment will not: (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than Liens created pursuant to the Financing Documents) in respect of any Material property of the Company or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum and articles of association, regulations or by-laws, or other agreement or instrument to which the Company or any of its Subsidiaries is bound or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any of its Subsidiaries, or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any of its Subsidiaries.

2.4.Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by any Credit Party of this Amendment other than those (if any) that have been obtained.

2.5.No Defaults.

No event has occurred and is continuing which constitutes a Default or Event of Default.

2.6.Security Documents.

The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Collateral Agent, for the benefit of the Secured Parties, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

3.   CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

This Amendment shall become effective only upon the date of the satisfaction in full of the following conditions precedent (the “Effective Date”):

3.1.Execution and Delivery of this Amendment.

Each Credit Party and the Noteholders shall have executed and delivered this Amendment.

3.2.Amendment to the Bank Credit Agreement.

The Noteholders shall have received a fully executed amendment to the Bank Credit Agreement with respect to, among other things, the covenant set forth therein regarding the Leverage Ratio, in form and substance reasonably satisfactory to the Noteholders, and such amendment shall be in full force and effect.

3.3.Representations and Warranties True.

The representations and warranties set forth in Section 2 shall be true and correct on such date in all respects.

3.4.Fees and Expenses.

The Company shall have paid all outstanding costs, expenses and fees of the Noteholders including, but not limited to, the reasonable fees of special counsel to the Noteholders, in accordance with Section 4 below.

3.5.Amendment Fee.

The Company shall pay to each Noteholder, on or prior to the Effective Date, an amendment fee in the amount set forth in the fee letter, dated as of the Effective Date, based on the outstanding principal amount of the Notes held by each such Noteholder, such fee to be paid to the account or accounts designated by each Noteholder pursuant to Section 14 of the Existing Note Purchase Agreement.

4.   EXPENSES.

The Company will promptly (and in any event within thirty days of receiving any statement or invoice therefor) pay all out-of-pocket fees, expenses and costs relating to this Amendment, including, but not limited to, the reasonable fees of special counsel to the Noteholders incurred in connection with the preparation, negotiation and delivery of this Amendment and any other documents related hereto.

5.MISCELLANEOUS.

5.1.Part of Existing Note Purchase Agreement; Future References, etc.

This Amendment shall be construed in connection with and as a part of the Note Purchase Agreement and, except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Existing Note Purchase Agreement and each other Financing Document are hereby ratified and shall be and remain in full force and effect.  Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Note Purchase Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment unless the context otherwise requires.  This Amendment shall constitute a Financing Document under the terms of the Note Purchase Agreement.

5.2.Reaffirmation of Subsidiary Guaranty Agreement.

By executing this Amendment each of the Subsidiary Guarantors hereby acknowledges and confirms that nothing contained herein shall modify or alter in any respect whatsoever its guaranty of the obligations of the Company pursuant to the terms of the Subsidiary Guaranty Agreement and reaffirms that the Subsidiary Guaranty Agreement is, and shall continue to remain, in full force and effect.

5.3.Counterparts, Facsimiles.

This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.  Delivery of an executed signature page by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

5.4.Binding Effect.

This Amendment shall be binding upon and shall inure to the benefit of each Credit Party and the Noteholders and their respective successors and assigns.

5.5.No Actions, Claims, Etc.

As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against any Noteholder or any of its officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Note Purchase Agreement on or prior to the date hereof.

5.6.General Release.

In consideration of each Noteholder’s willingness to enter into this Amendment, each Credit Party hereby releases and forever discharges each Noteholder and such Noteholder’s predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “Noteholder Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Credit Party may have or claim to have against any of the Noteholder Group.

5.7.Governing Law.

THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Intentionally Left Blank - Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the Effective Date.

COMPANY:

CHECKPOINT SYSTEMS, INC.

By:    /s/ Raymond D. Andrews                                                                

Name: Raymond D. Andrews

Title:           S.V.P. and Chief Financial Officer

SUBSIDIARY GUARANTORS:

CHECKPOINT SYSTEMS HOLDING, INC.

By:    /s/ John R. Van Zile                                                                

Name: John R. Van Zile

Title:           S.V.P., General Counsel and Secretary

OATSYSTEMS, INC.

By:    /s/ Todd Hauser                                                                           

Name: Todd Hauser

Title:           V.P., Chief Financial Officer and Treasurer

CHECKPOINT INTERNATIONAL, LLC

By:    /s/ Raymond D. Andrews                                                                

Name: Raymond D. Andrews

Title:           President

J&F INTERNATIONAL USA, INC.

By:    /s/ Raymond D. Andrews                                                                

Name:           Raymond D. Andrews

Title:           S.V.P. and Chief Financial Officer

ADAPT IDENTIFICATION, LLC

By:    /s/ Raymond D. Andrews                                                                

Name:           Raymond D. Andrews

Title:           S.V.P. and Chief Financial Officer

NOTEHOLDERS:

THE PRUDENTIAL INSURANCE COMPANY

OF AMERICA

By:      /s/ Eric R. Seward                                                                

Name: Eric R. Seward

Title:  Vice President

UNITED OF OMAHA LIFE INSURANCE

COMPANY

By:           Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:           Prudential Private Placement Investors, Inc.

(as its General Partner)

By:      /s/ Eric R. Seward                                                                

Name: Eric R. Seward

Title:  Vice President

PRUCO LIFE INSURANCE COMPANY

By:      /s/ Eric R. Seward                                                                

Name: Eric R. Seward

Title:  Assistant Vice President

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

By:      /s/ Eric R. Seward                                                                

Name: Eric R. Seward

Title:  Vice President