AMENDMENT NO. 4
EXHIBIT 10.5
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dated as of June 29, 2001 (the "Amendment"), to the
Senior Subordinated Credit Agreement, dated as of December 7, 1999, as amended,
among Xxxxxx, Inc. (f/k/a Big Flower Press Holdings, Inc.), a Delaware
corporation (the "Company"), Xxxxxx Holdings, Inc. (f/k/a Big Flower Holdings,
Inc.), a Delaware corporation ("Holdings"), the Subsidiary Guarantors named on
the signature pages hereto, the Lenders named on the signature pages hereto (the
"Lenders") and Bankers Trust Company, The Chase Manhattan Bank and Banc of
America Bridge LLC (f/k/a NationsBridge, L.L.C.) as Agents for the Lenders (in
such capacity, the "Agents") (the "Credit Agreement"). Except as otherwise
indicated herein, capitalized terms used herein have the same meanings as set
forth in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to Section 12.6 of the Credit Agreement, the Company
and the Required Lenders desire to amend certain provisions of the Credit
Agreement;
NOW THEREFORE, in consideration of the premises and covenants
contained herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. AMENDMENT. Section 5.13 of the Credit Agreement is hereby
amended by deleting the first reference to June 30, 2001 in such section and
replacing it with August 15, 2001.
2. ADDITIONAL FEES. The Company agrees to pay on demand all costs
and expenses of the Agents and Lenders in connection with the preparation,
execution and delivery of this Amendment, including the reasonable fees and
out-of-pocket expenses of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Agents and
Lenders, with respect thereto.
3. SCOPE OF AMENDMENT. Except as specifically amended hereby, the
Credit Agreement shall remain unchanged. It is declared and agreed by each of
the parties hereto that the Credit Agreement, subject to this Amendment, shall
continue, in full force and effect, and that the Amendment and the Credit
Agreement shall be read as and shall constitute one document.
4. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, and by different parties hereto in separate counterparts, each of
which when so executed
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shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
5. 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
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
6. ACKNOWLEDGMENT AND CONSENT BY THE SUBSIDIARY GUARANTORS. Each
Subsidiary Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms hereof and further confirms and agrees that,
notwithstanding the effectiveness of this Amendment, its obligations under its
Guarantee shall not be impaired or affected and its Guarantee is, and shall
continue to be, in full force and effect and is hereby confirmed and ratified in
all respects.
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WITNESS the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.
XXXXXX, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
XXXXXX HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
SUBSIDIARY GUARANTORS:
PRINTCO., INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
WEBCRAFT LLC
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
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WEBCRAFT CHEMICALS LLC
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
ENTERON GROUP, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
MASTER EAGLE GRAPHICS SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
REVERE PHOTO PLATEMAKERS COMPANY
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
COMPUTER COLOR GRAPHICS, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
S-3
BIG FLOWER DIGITAL SERVICES (DELAWARE),
INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
BIG FLOWER DIGITAL LLC
By: BIG FLOWER DIGITAL SERVICES
(DELAWARE), INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Senior Vice President
AGENTS:
BANKERS TRUST COMPANY,
as co-agent
By: /s/ Xxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
THE CHASE MANHATTAN BANK,
as co-agent
By: /s/ Xxxxxx Xxxx
-------------------------------------
Name: Xxxxxx Xxxx
Title:
BANC OF AMERICA BRIDGE LLC,
as co-agent
By:
-------------------------------------
Name:
Title:
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LENDERS:
BANKERS TRUST CORPORATION
By: /s/ Xxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx Xxxx
-------------------------------------
Name: Xxxxxx Xxxx
Title:
BANC OF AMERICA BRIDGE LLC
By: /s/ X.X. Xxxxx
-------------------------------------
Name: X.X. Xxxxx
Title: Senior Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By:
-------------------------------------
Name:
Title:
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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D.K. ACQUISITION PARTNERS, L.P.
By: X.X. Xxxxxxxx & Co.,
its General Partner
By:
-------------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:
-------------------------------------
Name:
Title:
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd.,
as General Partner
By:
-------------------------------------
Name:
Title:
By: Investment Management Company,
as Investment Adviser
By:
-------------------------------------
Name:
Title:
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TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW Advisers (Bermuda), Ltd.,
as General Partner
By:
-------------------------------------
Name:
Title:
By: TCW Investment Management
Company,
as Investment Adviser
By:
-------------------------------------
Name:
Title:
FLEET CORPORATE FINANCE, INC.
By: /s/ Xxxxxxx x. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Authorized Signatory
