EXHIBIT 10.2
EXECUTION
WORLD COLOR PRESS, INC.
THIRD AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of June 27, 1997 and entered into by and among
WORLD COLOR PRESS, INC., a Delaware corporation ("Company"), the Lenders party
to the Credit Agreement referred to below on the date hereof (the "Lenders"),
and BANKERS TRUST COMPANY, as Administrative Agent, and, for purposes of Section
6 hereof, THE SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HERETO (each
a "Guarantor" and collectively, the "Guarantors"). All capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement (as defined below).
RECITALS
WHEREAS, Company, the Lenders, BancAmerica Securities, Inc., as
Syndication Agent, Citibank, N.A., as Documentation Agent and Bankers Trust
Company, as Administrative Agent are parties to that certain Second Amended and
Restated Credit Agreement dated as of June 6, 1996, as amended or modified by
that certain First Amendment to Second Amended and Restated Credit Agreement
dated as of June 10, 1996 and as further amended or modified by that certain
Limited Waiver, Consent and Second Amendment to Second Amended and Restated
Credit Agreement dated as of June 9, 1997 (as so amended and modified, the
"Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
1. AMENDMENT
All references to "Amsterdam Funding" in the Credit Agreement and in
that certain Limited Waiver, Consent and Second Amendment to Second Amended and
Restated Credit Agreement dated as of June 9, 1997 and the exhibits thereto are
hereby amended to include Amsterdam Funding, Windmill Funding Corporation or
another affiliate of ABN Amro.
2. LIMITATION OF AMENDMENT
Without limiting the generality of the provisions of subsection 9.7 of
the Credit Agreement, the amendment set forth above shall be limited precisely
by its terms, shall not have any force or effect with respect to any other
matter except as expressly provided above, and nothing in this Amendment shall
be deemed to:
(a) constitute a waiver or modification of any other term, provision
or condition of the Credit Agreement or any other instrument or agreement
referred to therein; or
(b) prejudice any right or remedy that Administrative Agent or any
Lender may now have (except to the extent such right or remedy was based
upon existing defaults that will not exist after giving effect to this
Amendment) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
3. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Third
Amendment Effective Date"):
A. On or before the Third Amendment Effective Date, Company and the
Guarantors shall have delivered to Administrative Agent executed copies of this
Amendment.
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B. On or before the Third Amendment Effective Date, Lenders shall
have delivered to Administrative Agent an executed original or telefacsimile of
a counterpart of this Amendment or shall have orally confirmed to Administrative
Agent that such Lender agreed to all of the terms and conditions of this
Amendment, as set forth herein.
4. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.
C. No Conflict. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the
Third Amendment Effective Date and disclosed in writing to Lenders.
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D. Governmental Consents. The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.
E. Binding Obligation. This Amendment has been duly executed and
delivered by Company and, when executed and delivered, this Amendment and the
Amended Agreement will be the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
(i) On and after the Third Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Agreement.
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(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent
or any Lender under, the Credit Agreement or any of the other Loan
Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and
expenses as described in subsection 9.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 3 hereof) shall become effective upon the execution of a counterpart
hereof by Company, Lenders, Syndication Agent, Distribution Agent and
Administrative Agent and receipt by Company and Administrative Agent of written
or telephonic notification of such execution and authorization of delivery
thereof.
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6. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under the Guaranty shall not be impaired or affected and the Guaranty
is, and shall continue to be, in full force and effect and is hereby confirmed
and ratified in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WORLD COLOR PRESS, INC.
By:
--------------------------
Name:
Title:
THE XXXXXX COMPANIES, INC.
By:
--------------------------
Name:
Title:
XXXXXX LITHOTECH, INC.
By:
--------------------------
Name:
Title:
CENTRAL FLORIDA PRESS, L.C.
By:
--------------------------
Name:
Title:
NORTHEAST GRAPHICS INC.
By:
--------------------------
Name:
Title:
S-1
THE XXXXXX COMPANY, INC.
By:
--------------------------
Name:
Title:
IMAGE TECHNOLOGIES, INC.
By:
--------------------------
Name:
Title:
XXXX COMMUNICATIONS COMPANY
By:
--------------------------
Name:
Title:
XXXXXXX ACQUISITION CORPORATION
By:
--------------------------
Name:
Title:
KRI, INC.
By:
--------------------------
Name:
Title:
RAI, INC.
By:
--------------------------
Name:
Title:
S-2
BCK 140 PARTNERSHIP
By: WORLD COLOR PRESS, INC.,
its General Partner
By:
--------------------------
Name:
Title:
By: THE XXXXXX COMPANIES, INC., its General
Partner
By:
--------------------------
Name:
Title:
WORLD COLOR BOOK SERVICES, INC.
By:
--------------------------
Name:
Title:
S-3
BANKERS TRUST COMPANY,
individually as a Lender and
as Administrative Agent
By:
--------------------------
Name:
Title:
BANK OF AMERICA NT & SA,
as a Lender
By:
--------------------------
Name:
Title:
CITIBANK, N.A.,
as a Lender
By:
--------------------------
Name:
Title:
ABN AMRO BANK, NV, NEW YORK BRANCH,
as Lender
By: ABN Amro North America,Inc.,
as Agent
By:
--------------------------
Name:
Title:
BANK OF MONTREAL,
as Lender
By:
--------------------------
Name:
Title:
X-0
XXX XXXX XX XXXX XXXXXX,
as Lender
By:
--------------------------
Name:
Title:
BANK OF SCOTLAND,
as Lender
By:
--------------------------
Name:
Title:
BANK OF TOKYO - MITSUBISHI TRUST COMPANY,
as Lender
By:
--------------------------
Name:
Title:
BANQUE PARIBAS,
as Lender
By:
--------------------------
Name:
Title:
CIBC, INC.,
as Lender
By:
--------------------------
Name:
Title:
S-5
FLEET NATIONAL BANK,
as Lender
By:
--------------------------
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
as Lender
By:
--------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.,
as Lender
By:
--------------------------
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN, LTD. CHICAGO
BRANCH,
as Lender
By:
--------------------------
Name:
Title:
PNC BANK, KENTUCKY, INC.,
as Lender
By:
--------------------------
Name:
Title:
S-6
THE SANWA BANK, LIMITED,
as Lender
By:
--------------------------
Name:
Title:
BANKBOSTON, N.A. (formerly know as The First
National Bank of Boston),
as Lender
By:
--------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
(formerly known as Credit
Suisse),
as Lender
By:
--------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.,
as Lender
By:
--------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES,
as Lender
By:
--------------------------
Name:
Title:
S-7
THE SAKURA BANK, LIMITED,
as Lender
By:
--------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH,
as Lender
By:
--------------------------
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK
BRANCH,
as Lender
By:
--------------------------
Name:
Title:
THE YASUDA TRUST AND BANKING CO., LTD., NEW YORK
BRANCH,
as Lender
By:
--------------------------
Name:
Title:
S-8
THE TOKAI BANK, LTD., NEW YORK BRANCH,
as Lender
By:
--------------------------
Name:
Title:
XXXXXX BANK LTD NEW YORK BRANCH,
as Lender
By:
--------------------------
Name:
Title:
BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH, as
Lender
By:
--------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Lender
By:
--------------------------
Name:
Title:
FIRST UNION NATIONAL BANK,
as Lender
By:
--------------------------
Name:
Title:
S-9
GIROCREDIT BANK
AKTIENGESELLSCHAFT DER SPARKASSEN,
GRAND CAYMAN ISLAND BRANCH,
as Lender
By:
--------------------------
Name:
Title:
BANK LEUMI TRUST COMPANY NEW
YORK,
as Lender
By:
--------------------------
Name:
Title:
CAISSE NATIONALE DE CREDIT
AGRICOLE,
as Lender
By:
--------------------------
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS
L.P.,
as Lender
By:
--------------------------
Name:
Title:
S-10
XXXXXX COMMERCIAL PAPER INC.,
as Lender
By:
--------------------------
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING,
INC.,
as Lender
By:
--------------------------
Name:
Title:
THE TOYO TRUST AND BANKING CO.
LTD.,
as Lender
By:
--------------------------
Name:
Title:
S-11
