EXHIBIT 10.1
EXECUTION COPY
AMENDMENT NO. 4
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
July 26, 2001 (this "Amendment"), by and among WORKFLOW MANAGEMENT, INC.
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("Workflow"), DATA BUSINESS FORMS LIMITED ("DBF" and, together with Workflow,
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the "Borrowers"), FLEET NATIONAL BANK ("FNB"), the other lending institutions
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party thereto (together with FNB, the "Lenders") and FNB as administrative agent
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for the Lenders (the "Agent"), amends certain provisions of the Amended and
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Restated Credit Agreement, dated as of March 10, 2000, among the Borrowers, the
Lenders, the Agent and the other parties thereto, as amended by Amendment No. 1,
dated as of April 27, 2000, Amendment No. 2, dated as of September 29, 2000 and
Amendment No. 3, dated as of December 6, 2000 (as may be further amended,
restated, modified or supplemented and in effect from time to time, the "Credit
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Agreement"). Capitalized terms used herein without definition shall have the
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meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Borrowers have requested that 1) the Collateral Agent release
its first priority mortgage lien on five parcels of Mortgaged Property in
connection with a contemplated sale lease-back transaction between the Borrowers
and Palm Beach Capital Partners, LLC (the "Sale-Leaseback"), 2) requested that
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the Total Revolving Commitment be permanently reduced by $10,000,000 effective
April 30, 2002 (the "2002 Reduction"), 3) requested permission to adjust
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Consolidated EBITDA by the amount of certain non-recurring, restructuring-
related charges incurred during the fiscal year ended April 30, 2001 (the
"Adjustment") and 4) a Canadian swingline facility be added to the existing
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Credit Agreement (the "Canadian Swingline");
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WHEREAS, the Agent and the Lenders have agreed, subject to the terms and
conditions contained herein, to consent to the addition of a Canadian Swingline,
to the Sale-Leaseback, the 2002 Reduction and the Adjustment; and the Borrowers,
the Agent and the Lenders agree to amend certain provisions of the Credit
Agreement as provided more fully herein below; and
NOW THEREFORE, in consideration of the mutual agreements contained in the
Credit Agreement and herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
(S)1. Consents and Waivers.
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Section 8.02(e) of the Credit Agreement permits Workflow and its
Subsidiaries to sell or otherwise dispose of assets (including pursuant to a
sale-leaseback transaction) for cash, provided that the aggregate cash proceeds
from all such sales shall not exceed $10,000,000 in any two consecutive fiscal
year period of Workflow. The Borrowers have informed the Agent that, upon
consummation of the Sale-Leaseback, Workflow and/or its Subsidiaries would
receive approximately $9,100,000 in cash proceeds. Such amount, when added to
the aggregate amount
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of cash proceeds received by Workflow and its Subsidiaries during the fiscal
year ended April 30, 2000, would exceed the limitation set forth in Section
8.02(e).
Subject to the satisfaction of the terms and conditions set forth herein
and otherwise to the terms and conditions of the Credit Agreement as amended
hereby, the Agent and the Lenders party hereto hereby consent to the Sale-
Leaseback. Nothing contained in this paragraph shall be construed as a waiver of
the provisions of Section 3.03 of the Credit Agreement as amended hereby, and
the Net Cash Proceeds received in connection with the Sale-Leaseback shall be
applied to prepay the outstanding Revolving Loans and permanently reduce the
Total Revolving Commitment in accordance with the provisions of such Section
3.03 as amended hereby.
(S)2. Amendments to the Credit Agreement. Subject to the satisfaction of
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the conditions set forth in Section 5 of this Amendment, the Credit Agreement is
hereby amended as follows:
A. Regarding the Sale-Leaseback
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(i) Section 3.03(b) is hereby amended by (A) inserting, in clause (i)(x)
of such Section, the parenthetical "(excluding the Palm Beach Sale-Leaseback)"
immediately following the first occurrence of the words "Asset Sale" in such
clause and (B) inserting, in clause (i)(y) of such Section, the parenthetical
"(excluding the Palm Beach Sale-Leaseback)" immediately following the first
occurrence of the words "Asset Sale" in such clause.
(ii) Section 3.03 is amended by inserting the following new clause (g):
"(g) (i) On the date of receipt by Workflow and/or any of its
Subsidiaries (other than a Canadian Credit Party) of Cash Proceeds from the
Palm Beach Sale-Leaseback, the Dollar Revolving Loans shall be prepaid on
such date by an amount equal to the Net Cash Proceeds from the Palm Beach
Sale-Leaseback, such prepayment to be applied pro rata in accordance with
each Lender's Dollar Percentage, and (ii) on the date of receipt by any
Canadian Credit Party and/or any of its Subsidiaries of Cash Proceeds from
the Palm Beach Sale Leaseback, the Canadian Revolving Loans shall be
prepaid on such date by an amount equal to the Net Cash Proceeds from the
Palm Beach Sale-Leaseback, such prepayment to be applied pro rata in
accordance with each Lender's Canadian Percentage and (iii) on the date of
receipt by Workflow and/or any of its Subsidiaries of Cash Proceeds from
the Palm Beach Sale-Leaseback, the Total Revolving Commitment shall be
permanently reduced on such date by an amount equal to $10,000,000, of
which $6,300,000 shall reduce the Total Dollar Revolving Sub-Commitment and
$3,700,000 shall reduce the Total Canadian Sub-Commitment. The reductions
to the Total Dollar Revolving Sub-Commitment and the Total Canadian Sub-
Commitment referred to in clause (iii) shall reduce each Lenders'
respective Dollar Revolving Sub-Commitment and Canadian Sub-Commitment
based on the Dollar Percentages and Canadian Percentages of each Lender, as
applicable."
(iii) Section 8.02(e) of the Credit Agreement is hereby amended by A)
deleting the figure "$10,000,000" and replacing it with the figure "$15,000,000"
and B) inserting the following parenthetical immediately before the semicolon at
the end of such Section, "(excluding any cash proceeds received pursuant to a
sale of assets permitted under 8.02(k))".
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(iv) Section 10 of the Credit Agreement is hereby further amended by
inserting the following new definition in its appropriate place in the
alphabetical order:
"Fourth Amendment Effective Date" shall mean July 27, 2001."
"Released Collateral" shall mean each of the following parcels of
Real Property: 1) 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Xxx 000-000 xx xxx
Xxxxxx xx Xxxxxxx, Registration Division of Montreal, owned by DBF; 2) 000
Xxxxxxxxx Xxxxxxxxxx, Xxxxxx, Xxxxxx, Xxx 000-00 of the Township of Granby,
Registration Division of Shefford, owned by DBF; 3) Huxley Envelope
Building, Industrial Park Boulevard, Mt. Pocono, Pennsylvania, Monroe
County, owned by Pocono Envelope Corp.; 4) 0000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxxx, Xxxx of Norfolk, owned by SFI of Delaware;
and 5) 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx, owned by Pathway Real
Estate, L.C."
"Palm Beach Sale-Leaseback" shall mean the sale-leaseback
transactions with respect to the Released Collateral entered into between
certain of the Credit Parties and Palm Beach Capital Partners, LLC on or
about July 27, 2001."
B. Regarding the 2002 Reduction
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(i) Section 3.03 of the Credit Agreement is hereby further amended by
inserting the following new clause (f) (and relettering the existing clause (f)
as clause (g)):
"(f) The Total Revolving Commitment shall be permanently reduced on
April 30, 2002, by ten million Dollars ($10,000,000), of which $8,700,000
shall reduce the Total Dollar Revolving Sub-Commitment and the Canadian
Dollar Equivalent of $1,300,000 shall reduce the Total Canadian Sub-
Commitment."
C. Regarding the Adjustment
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Section 10 of the Credit Agreement is hereby amended by inserting,
immediately before the period at the end of the definition of "Consolidated
EBITDA", the following new proviso:
"; provided further that, for the limited purpose of calculating the
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Leverage Ratio and the Consolidated Interest Coverage Ratio, and to the
extent not otherwise considered an extraordinary loss of the type referred
to in clause (iii) of the definition of Consolidated EBIT, Consolidated
EBITDA shall be adjusted by adding thereto non-recurring charges of
Workflow and its Subsidiaries taken or to be taken during the fiscal year
ended April 30, 2001 and thereafter in connection with their general
corporate restructuring, such adjustments not to exceed in the aggregate
$10,000,000."
D. Regarding Senior Leverage Ratio
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(i) Section 8.09(b) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(b) The Borrowers will not permit the Senior Leverage Ratio of
Workflow as at April 30, 2002 and any time thereafter to be greater than
3.50:1.00."
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E. Regarding the Canadian Swingline
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(i) Section 1.01(a)(v) of the Credit Agreement is hereby amended by
inserting the following new proviso immediately before the semicolon at the end
of such Section:
"provided however that subject to the limitations set forth in this Section
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1.01(c) or (e), as the case may be, 1) the aggregate outstanding Swingline
Loans plus all outstanding Dollar Revolving Loans made by Fleet may exceed
its Dollar Revolving Sub-Commitment then in effect and 2) the aggregate
outstanding Canadian Swingline Loans plus all outstanding Canadian
Revolving Loans made by the Canadian Co-Agent may exceed its Canadian Sub-
Commitment as then in effect.
(ii) Section 1.01(a)(vii) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(vii) shall not, in the case of Canadian Revolving Loans, exceed
for all Canadian Lenders at the time of the making of any such Canadian
Revolving Loans, and after giving effect thereto, that aggregate principal
amount or Face Amount, as the case may be, of such Canadian Revolving Loans
(for this purpose, using the Dollar Equivalent of the principal amount or
Face Amount, as the case may be, thereof) which, when added to the sum of
(I) the Dollar Equivalent of the aggregate principal amount or Face Amount,
as the case may be, of all other Canadian Revolving Loans then outstanding
and (II) the Dollar Equivalent of the aggregate principal amount of all
Canadian Swingline Loans then outstanding, equals the lesser of (i) Total
Canadian Sub-Commitment at such time and (ii) the Canadian EBITDA Sublimit
at such time;"
(iii) Section 1.01 is hereby amended by inserting the following new clause
(e) immediately following existing clause (d):
"(e) (A) Subject to an upon the terms and conditions set forth
herein, the Canadian Co-Agent in its individual capacity agrees to make, at
any time and from time to time on and after the Effective Date and prior to
the Swingline Expiry Date, a revolving loan or revolving loans to DBF (each
a "Canadian Swingline Loan" and, collectively, the "Canadian Swingline
Loans"), which Canadian Swingline Loans:
(i) shall be made and maintained in Canadian Dollars and
as Canadian Prime Rate Loans;
(ii) may be repaid and reborrowed in accordance with the
provisions hereof;
(iii) shall not be made (or required to be made) on any
date if (A) after giving effect thereto, the Aggregate Revolving
Credit Exposure would exceed the Total Revolving Commitment at such
time, (B) after giving effect thereto, the Canadian Co-Agent's
Revolving Credit Exposure exceeds the Canadian Co-Agent's Revolving
Commitment, (C) after giving effect thereto, the principal amount of
all Canadian Swingline Loans outstanding exceeds the Maximum Canadian
Swingline Amount, or (D) after giving effect thereto, the aggregate
principal amount or Face Amount, as the case may be, of all Canadian
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Loans then outstanding exceeds the Total Canadian Sub-Commitment as
then in effect; and
(iv) shall not exceed in aggregate principal amount at any time
outstanding the Maximum Canadian Swingline Amount.
(B) The Canadian Co-Agent shall not be obligated to make any
Canadian Swingline Loans at a time when a Lender Default exists unless the
Canadian Co-Agent has entered into arrangements satisfactory to it and DBF
to eliminate the Canadian Co-Agent's risk with respect to the Defaulting
Canadian Lender's or Canadian Lenders' participation in such Canadian
Swingline Loans, including by cash collateralizing each such Defaulting
Canadian Lender's Canadian Percentage of the outstanding Canadian Swingline
Loans. The Canadian Co-Agent will not make a Canadian Swingline Loan after
it has received written notice from DBF, any other Credit Party or the
Required Lenders stating that a Default or an Event of Default exists until
such time as (x) the Canadian Co-Agent shall have received a written notice
of (i) rescission of such notice from the party or parties originally
delivering the same or (ii) the waiver of such Default or Event of Default
from the Required Lenders or (y) the cure of such Default or Event of
Default.
(C) On any Business Day, the Canadian Co-Agent may, in its sole
discretion, give notice to the Canadian Lenders that its outstanding
Canadian Swingline Loans shall be funded with a Borrowing of Canadian
Revolving Loans (provided that each such notice shall be deemed to have
been automatically given upon the occurrence of a Default or an Event of
Default under Section 9.05 or upon the exercise of any of the remedies
provided in the last paragraph of Section 9), in which case a Borrowing or
Borrowings of Canadian Revolving Loans, as the case may be, constituting
Canadian Prime Rate Loans (each such Borrowing or Borrowings, collectively,
a "Mandatory Borrowing") shall be made on the immediately succeeding
Business Day by all Canadian Lenders pro rata based on each Canadian
Lender's Canadian Percentage, and the proceeds thereof shall be applied
directly to repay the Canadian Co-Agent for such outstanding Canadian
Swingline Loans. Each Canadian Lender hereby irrevocably agrees to make
Canadian Revolving Loans upon one Business Day's notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the
preceding sentence and on the date specified in writing by the Canadian Co-
Agent notwithstanding (i) that the amount of the Mandatory Borrowing may
not comply with the Minimum Borrowing Amount otherwise required hereunder,
(ii) whether any conditions specified in Section 5 are then satisfied,
(iii) whether a Default or an Event of Default has occurred and is
continuing, (iv) the date of such Mandatory Borrowing and (v) the amount
of, or termination of, the Total Revolving Commitment at such time. In the
event that any Mandatory Borrowing cannot for any reason be made on the
date otherwise required above (including, without limitation, as a result
of the commencement of a proceeding under the equivalent of the Bankruptcy
Code in effect in Canada in respect of DBF), each Canadian Lender (other
than the Canadian Co-Agent) hereby agrees that it shall forthwith purchase
(as of the date the Mandatory Borrowing would otherwise have occurred, but
adjusted for any payments received from DBF on or after such date and prior
to such purchase) from the Canadian Co-Agent such participations in the
outstanding Canadian Swingline Loans as shall be necessary to cause such
Canadian Lenders to share in such Canadian Swingline Loans ratably based
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upon their respective Canadian Percentages, provided that (x) all interest
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payable on the Canadian Swingline Loans shall be for the account of the
Canadian Co-Agent until the date as of which the respective participation
is required to be purchased and, to the extent attributable to the
purchased participation, shall be payable to the participant from and after
such date and (y) at the time any purchase of participations pursuant to
this sentence is actually made, the purchasing Canadian Lender shall be
required to pay the Canadian Co-Agent interest on the principal amount of
the participation purchased for each day from and including the day upon
which the respective participation would otherwise have occurred to but
excluding the date of payment for such participation at the prevailing
interbank rate for late payments for the first day and at the rate
otherwise applicable to Canadian Revolving Loans maintained as Canadian
Prime Rate Loans hereunder for each day thereafter.
(v) Section 1.03(b)(ii) of the Credit Agreement is hereby amended by
inserting a comma after the words "Mandatory Borrowings" as first used in such
Section, followed by the phrase "of the type referred to in Section 1.01(c)(C),"
immediately after such comma.
(v) Section 1.03(d) of the Credit Agreement is amended by deleting the
first parenthetical in such Section in its entirety and replacing it with the
following new parenthetical: "(in the case of a Borrowing of Canadian Revolving
Loans or Canadian Swingline Loans)".
(vi) Section 1.03 of the Credit Agreement is further amended by inserting
the following new clause (e):
"(e) (i) Whenever DBF desires to incur Canadian Swingline Loans
hereunder, DBF shall give the Canadian Co-Agent no later than 10:00 a.m.
(Toronto time) on the day such Canadian Swingline Loan is to be incurred,
written notice (or telephonic notice promptly confirmed in writing) of such
Canadian Swingline Loan. Each such notice shall be irrevocable and shall
specify in each case (x) the date of such incurrence (which shall be a
Business Day) and (y) the aggregate principal amount of the Canadian
Swingline Loan requested to be made.
(ii) Mandatory Borrowings, of the type referred to in Section
1.01(e)(C), shall be made upon the notice specified in Section 1.01(e)(C),
with DBF irrevocably agreeing, by its incurrence of any Canadian Swingline
Loan, to the making of Mandatory Borrowings as set forth in such Section
1.01(e)(C)."
(vii) The first paragraph of Section 1.05(a) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"(a) No later than 1:00 P.M. (New York time) on the date
specified in each Notice of Borrowing (or (v) in the case of Swingline
Loans, no later than 2:00 P.M. (New York time) on the date specified in the
notice delivered pursuant to Section 1.03(b), (w) in the case of Mandatory
Borrowings referred to in Section 1.01(c)(C), no later than 12:00 Noon (New
York time) on the date specified in Section 1.01(c)(C), (x) in the case of
Canadian Swingline Loans, no later than 2:00 P.M. (Toronto time) on the
date specified in the notice delivered pursuant to Section 1.03(c), (y) in
the case of Mandatory Borrowings referred to in Section 1.01(e)(C), no
later than 12:00 Noon (Toronto time) on the date specified in Section
1.01(e)(C), or (z) in the case of
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Competitive Bid Loans, no later than 1:00 P.M. (New York time) on the date
specified pursuant to Section 1.04(a)), each Revolver Lender (or, in the
case of a Borrowing of Canadian Revolving Loans, each Canadian Lender) will
make available its pro rata share of each Borrowing requested to be made on
such date (or (x) in the case of Swingline Loans, Fleet shall make
available the full amount thereof, (y) in the case of Canadian Swingline
Loans, the Canadian Co-Agent shall make available the full amount thereof,
and (y) in the case of Competitive Bid Loans, the respective Bidder Lenders
which are to make such Competitive Bid Loans in accordance with Section
1.04(e) shall make available their respective amounts thereof) in the
manner provided below:"
(viii) The first sentence of Section 1.05(a)(ii) of the Credit Agreement is
hereby amended by inserting a comma immediately after the words "Payment Office
and" followed by the phrase "except for Canadian Revolving Loans made pursuant
to a Mandatory Borrowing,".
(ix) The first sentence of Section 1.06(a) of the Credit Agreement is
hereby amended by deleting the word "and" which appears immediately before
romanette (v) in such Section and replacing it with a comma and inserting the
following new romanette (vi) immediately before the period at the end of such
sentence:
" and (iv) if Canadian Swingline Loans, by a promissory note duly
executed and delivered by DBF substantially in the form of Exhibit C-6,
with blanks appropriately completed in conformity herewith (the "Canadian
Swingline Note")."
(x) Section 1.06(a) of the Credit Agreement is further amended by
amending and restating clause (y) in the last sentence of such Section as
follows:
"(y) each Borrower agrees to execute and deliver a Dollar
Revolving Note, a Canadian Revolving Note, the Swingline Note, the Canadian
Swingline Note, a Dollar Term Note and a Canadian Term Note, as the case
may be, evidencing the Dollar Revolving Loans, the Canadian Revolving
Loans, the Swingline Loans, the Canadian Swingline Loans, the Dollar Term
Loan or the Canadian Term Loan, respectively, of such Lender to such
Borrower."
(xi) Section 1.06 is further amended by inserting the following new
clause (f) in the appropriate alphabetical order (and relettering the existing
clause (f) as clause (g)):
"(e) The Canadian Swingline Note issued to the Canadian Co-Agent
shall (i) be executed by DBF, (ii) be payable to the order of the Canadian
Co-Agent and be dated the Fourth Amendment Effective Date, (iii) be in a
stated principal amount (expressed in Canadian Dollars) which exceeds by
25% (as of the date of issuance of such Canadian Swingline Note) the
Maximum Canadian Swingline Amount; provided that if, because of
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fluctuations in exchange rates after the Fourth Amendment Effective Date,
the amount of the Canadian Swingline Note of DBF held by the Canadian Co-
Agent would not be at least as great as the outstanding principal amount of
Canadian Swingline Loans
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made by the Canadian Co-Agent to DBF and evidenced thereby, the Canadian
Co-Agent may request (and in such case DBF shall promptly executed and
deliver) a new Canadian Swingline Note in an amount equal to the greater of
(x) that amount (expressed in Canadian Dollars) which at that time exceeds
by 25% the Maximum Canadian Swingline Amount or y) the then outstanding
principal amount of all Canadian Swingline Loans made by the Canadian Co-
Agent to DBF, (iv) be payable in Canadian Dollars in the outstanding
principal amount of the Canadian Swingline Loans evidenced thereby, (v)
mature on the Swingline Expiry Date, (vi) bear interest as provided in
Section 1.09(c) in respect of the Canadian Prime Rate Loans evidenced
thereby, (vii) be subject to voluntary prepayment as provided in Section
4.01, and mandatory prepayment as provided in Section 4.02, and (viii) be
entitled to the benefits of this Agreement and the other Credit Documents."
(xii) Section 1.08 of the Credit Agreement is hereby amended by inserting,
in the first sentence of such Section following the reference to Section
1.01(c)(C), the words "and Section 1.01(e)(C)".
(xiii) Section 1.09(f) of the Credit Agreement is hereby amended by
inserting the words ", Canadian Swingline Loans" immediately following each
repetition of the words "Canadian Revolving Loans" throughout such Section.
(xiv) Section 1.11(a)(iv) of the Credit Agreement is hereby amended by
inserting the words " or Canadian Swingline Loans" immediately following the
words "Canadian Revolving Loans".
(xv) Clause (z) contained in the last sentence of Section 1.11(a) is
hereby amended by inserting the words "and Canadian Swingline Loans" immediately
following each repetition of the words "Canadian Revolving Loans" in such clause
(z).
(xvi) Section 1.14(a) is hereby amended by deleting the proviso following
clause (iii) in such Section and replacing it with the following new proviso:
"provided that (A) at the time of any replacement pursuant to this
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Section 1.14, the Replacement Lender shall enter into one or more
Assignment and Assumption Agreements pursuant to Section 12.04(b) (and with
the assignment fee payable pursuant to said Section 12.04(b) to be paid by
the Replacement Lender) pursuant to which the Replacement Lender shall
acquire the entire Revolving Commitment (including any Canadian Sub-
Commitment), Dollar Term Loan Commitment and all outstanding Loans of, and
in each case participations in Swingline Loans, Canadian Swingline Loans
and Letters of Credit by, the Replaced Lender and, in connection therewith,
shall pay (w) to the Replaced Lender in respect thereof an amount (in the
respective currencies in which such Obligations are denominated) equal to
the sum of (I) an amount equal to the principal of (including, without
limitation, the Face Amount of Bankers' Acceptance Loans), and all accrued
interest on, all outstanding Loans of the Replaced Lender, (II) an amount
equal to all Unpaid Drawings that have been funded by (and not reimbursed
to) such Replaced Lender, together with all then unpaid interest with
respect thereto at such time and (III) an amount equal to all accrued, but
theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section
3.01, (x) to the Letter of Credit Issuer an amount equal to such Replaced
Lender's Dollar Percentage of any Unpaid Drawing (which at such time
remains an Unpaid Drawing) to the extent such amount was not theretofore
funded by such Replaced Lender, (y) to Fleet an amount equal to such
Replaced Lender's Dollar Percentage of any Mandatory Borrowing referred to
in Section 1.01(c)(C) to the extent such amount was not theretofore funded
by such Replaced Lender and (z) to the Canadian Co-Agent an amount equal to
such Replaced Lender's Canadian Percentage of
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any Mandatory Borrowing referred to in Section 1.01(e)(C) to the extent
such amount was not theretofore funded by such Replaced Lender and (B) all
obligations of the Borrowers owing to the Replaced Lender (other than those
specifically described in clause (A) above in respect of which the
assignment purchase price has been, or is concurrently being, paid) shall
be paid in full to such Replaced Lender concurrently with such
replacement."
(xvii) Section 1.16(a)(v) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(v) at no time shall DBF be permitted to request an extension of credit in
the form of Canadian Revolving Loans or Canadian Swingline Loans if, after
giving effect thereto, the aggregate principal (and Face Amount, as
applicable) of outstanding Canadian Revolving Loans and Canadian Swingline
Loans (for this purpose, using the Dollar Equivalent of the principal
and/or Face Amount, as appropriate, of Canadian Revolving Loans and
Canadian Swingline Loans) would at any time exceed the Total Canadian Sub-
Commitment as then in effect; and"
(xviii) Section 1.16(b) of the Credit Agreement is hereby amended by
inserting the words "or Canadian Swingline Loans" immediately following the
words "Canadian Revolving Loans" which appear in the second parenthetical
contained in romanette (i) of the proviso of such Section.
(xix) Section 1.17(a) of the Credit Agreement is hereby amended by
deleting the first and second sentences thereof and replacing it with the
following new sentences:
"Unless terminated earlier pursuant to the provisions of this Agreement,
DBF may request Canadian Revolving Loans and Canadian Swingline Loans
during the Canadian Revolver Period after the Canadian Effective Date. On
the Canadian Term Out Date, no Lender shall have any further commitment to
make Canadian Revolving Loans or Canadian Swingline Loans to DBF; the
outstanding Canadian Swingline Loans shall be funded with a Mandatory
Borrowing of Canadian Revolving Loans in accordance with the provisions of
Section 1.01(e)(C) and the outstanding aggregate principal amount of all
Canadian Revolving Loans shall convert into the Canadian Term Loan in
accordance with this Section 1.17."
(xx) Section 1.17(b) of the Credit Agreement is hereby amended by
inserting the words "and the Canadian Swingline Loans" immediately following
each repetition of the words "Canadian Revolving Loans" in such Section.
(xxi) Section 4.01(i) of the Credit Agreement is hereby amended by (A)
deleting the word "or" which appears in the following clause contained in such
Section, "whether Dollar Revolving Loans, Canadian Loans, Term Loans or
Swingline Loans" and replacing it with a comma and (B) inserting the words "or
Canadian Swingline Loans" immediately after the words "Swingline Loans"
appearing in such clause and (C) inserting the words "and Canadian Swingline
Loans" immediately after the words "except in the case of Swingline Loans".
(xxii) Section 4.02(a)(i) of the Credit Agreement is hereby amended by
deleting the first sentence thereof and replacing it with the following new
sentence:
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"If on any day the Aggregate Revolving Credit Exposure exceeds the Total
Revolving Commitment as then in effect, Workflow shall prepay on such day
the principal of outstanding Swingline Loans and, after all Swingline Loans
have been prepaid in full or if no Swingline Loans are outstanding, then
DBF shall prepay on such day the principal of outstanding Canadian
Swingline Loans and, after all Canadian Swingline Loans have been prepaid
in full or if no Canadian Swingline Loans are outstanding, then the
Borrowers shall prepay on such day the principal of outstanding Revolving
Loans and Canadian Term Loans (other than Bankers' Acceptance Loans where
the underlying Bankers Acceptances have not yet matured) (allocated between
Dollar Revolving Loans, on the one hand, and Canadian Revolving Loans or
Canadian Term Loans, on the other, as the Borrowers may elect) in an amount
(for this purpose, using the Dollar Equivalent of payments in Canadian
Dollars made with respect to Canadian Loans) equal to such excess."
(xxiii) Section 4.02(a)(i) of the Credit Agreement is further amended by
inserting, in the second sentence thereof, the words "Canadian Swingline Loans,"
immediately after the phrase "outstanding Swingline Loans,".
(xiv) Section 4.02(a)(ii) of the Credit Agreement is amended by deleting
the first sentence thereof and replacing it with the following new sentence:
"If on any day the Dollar Equivalent of the aggregate outstanding principal
amount (or Face Amount, as the case may be) of Canadian Loans made to DBF
exceeds the lesser of the Total Canadian Sub-Commitment and the Canadian
EBITDA Sublimit as then in effect, DBF agrees to prepay on such day the
principal of outstanding Canadian Swingline Loans and, after all Canadian
Swingline Loans have been prepaid in full or if no Canadian Swingline Loans
are outstanding, then DBF shall prepay on such day the principal of
outstanding Canadian Loans (other than Bankers' Acceptance Loans where the
underlying Bankers' Acceptances have not yet matured) in an amount equal to
such excess over the lesser of the Total Canadian Sub-Commitment and the
Canadian EBITDA Sublimit."
(xxv) Section 4.02(a)(ii) of the Credit Agreement is further amended by
inserting, in the second sentence thereof, the words "Canadian Swingline Loans
and" immediately after the words "after giving effect to the prepayment in full
of all such outstanding".
(xxvi) Section 4.02(d) of the Credit Agreement is hereby amended by
inserting, in romanette (i) of such Section, the words "and Canadian Swingline
Loans" immediately following the words "Swingline Loans".
(xxvii) Section 5.17 of the Credit Agreement is hereby amended by
inserting the following new sentence immediately before the last sentence of
such Section:
"The Canadian Co-Agent shall have received the notice satisfying the
requirements of Section 1.03(e)(i) with respect to each incurrence of Canadian
Swingline Loans."
11
(xxviii) Section 10 of the Credit Agreement is hereby amended by
inserting, in the appropriate place in the alphabetical order, the following new
definitions, or, if such definition already exists, by amending and restating
such existing definition in its entirety as follows:
"Aggregate Revolving Credit Exposure" shall mean, at any time,
the sum of (I) the aggregate principal amount of all Revolving Loans and
Canadian Term Loans then outstanding (for this purpose, using the Dollar
Equivalent of the principal amount or Face Amount, as the case may be, of
each Canadian Loan then outstanding) plus (II) the aggregate principal
amount of all Swingline Loans and Competitive Bid Loans then outstanding
plus (III) the aggregate amount of all Letter of Credit Outstandings at
such time plus (IV) the Dollar Equivalent of the principal amount of all
Canadian Swingline Loans then outstanding."
"Borrowing" shall mean and include (i) the incurrence of
Swingline Loans from Fleet on a given date, (ii) the incurrence of one Type
of Dollar Revolving Loan by Workflow from all of the Lenders on a pro rata
--------
basis on a given date (or resulting from conversions on a given date),
having in the case of Eurodollar Loans the same Interest Period, provided,
that Base Rate Loans that are Dollar Revolving Loans incurred pursuant to
Section 1.11(b) shall be considered part of any related Borrowing of
Eurodollar Loans that are Dollar Revolving Loans, (iii) the incurrence of
one Type of Canadian Revolving Loan by DBF from all of the Canadian Lenders
on a pro rata basis on a given date, having in the case of Bankers'
--------
Acceptance Loans, underlying Bankers' Acceptances with the same maturities,
(iv) a Competitive Bid Borrowing, (v) the incurrence of one Type of Dollar
Term Loan by Workflow from all of the Dollar Term Lenders on a pro rata
--- ----
basis on the Effective Date (or resulting from conversion on a given date),
having in the case of Eurodollar Loans the same Interest Period, provided,
that Base Rate Loans that are Term Loans incurred pursuant to Section
1.11(b) shall be construed part of any related Borrowing of Eurodollar
Loans that are Term Loans, (vi) the incurrence of one Type of Canadian Term
Loan by DBF from all of the Canadian Lenders on a pro rata basis on the
--- ----
Canadian Term Out Date (or resulting from conversion on a given date),
having in the case of Bankers' Acceptance Loans the same maturity date, and
(v) the incurrence of Canadian Swingline Loans from the Canadian Co-Agent
on a given date."
"Canadian Loans" shall mean the Canadian Revolving Loans, the
Canadian Term Loans and the Canadian Swingline Loans."
"Canadian Prime Rate Loans" shall mean (i) each Canadian
Swingline Loan, (ii) each Canadian Revolving Loan designated or deemed
designated as such by DBF at the time of the incurrence thereof or
conversion thereto and (iii) Canadian Term Loans designated or deemed
designated as such by DBF at the time of the incurrence thereof or
conversion thereto."
"Canadian Swingline Loan" shall have the meaning provided in
Section 1.01(e)."
"Canadian Swingline Note" shall have the meaning provided in
Section 1.06(a)."
12
"Loan" shall mean each Revolving Loan, each Swingline Loan, each
Canadian Swingline Loan, each Competitive Bid Loan and each Term Loan."
"Mandatory Borrowing" shall have the meaning provided in Section
1.01(c)(C) or Section 1.01(e)(C), as the context requires."
"Maximum Canadian Swingline Amount" shall mean the Canadian
Dollar Equivalent of $1,000,000. The Maximum Canadian Swingline Amount is a
sub-limit of the Total Canadian Sub-Commitment and not an additional
commitment."
"Minimum Borrowing Amount" shall mean (i) for Revolving Loans or
Term Loans that are maintained as Base Rate Loans, $500,000; (ii) for
Revolving Loans or Term Loans that are maintained as Eurodollar Loans,
$2,500,000; (iii) for Swingline Loans, $250,000; (iv) for Canadian
Swingline Loans, Cdn $250,000; (v) for Loans that are maintained as
Canadian Prime Rate Loans, Cdn $250,000; (v) in the case of Bankers'
Acceptance Loans, the amount specified in Annex III; and (vi) in the case
of Competitive Bid Loans, $5,000,000."
"Revolving Credit Exposure" shall mean, for any Lender at any
time, the sum of (i) the aggregate principal amount of all Revolving Loans
or Canadian Term Loans made by such Lender (and its Affiliates, if any,
acting as a Canadian Lender, and, for this purpose, using the Dollar
Equivalent of the principal amount or Face Amount, as the case may be, of
all Canadian Loans then outstanding from such Lender or any Affiliate
thereof acting as a Canadian Lender) plus (ii) the product of (A) such
Lender's Dollar Percentage and (B) the sum of (x) the aggregate amount of
all Letter of Credit Outstandings at such time and (y) the aggregate
principal amount of all Swingline Loans then outstanding plus (iii) the
product of (A) such Lender's Canadian Percentage and (B) the Dollar
Equivalent of the aggregate principal amount of all Canadian Swingline
Loans then outstanding."
"Total Canadian Sub-Commitment" shall mean, at any time, but
otherwise subject to the provisions of Section 1.16, the sum of the
Canadian Sub-Commitments of all Canadian Lenders at such time; provided,
that in no event shall the Total Canadian Sub-Commitment exceed at any time
the least of (x) $50,000,000, (y) the sum of the Canadian Sub-Commitments
of the various Canadian Lenders, as then in effect (after giving effect to
any reductions to such Canadian Sub-Commitments from time to time pursuant
to Sections 3.02, 3.03, 4.02(e) and/or 9), or (z) the Total Revolving
Commitment at such time."
"Utilized Revolving Commitment" with respect to any Lender, at
any time, shall mean an amount equal to the sum of (I) the aggregate
principal amount of all Revolving Loans, Canadian Term Loans, Swingline
Loans and Canadian Swingline Loans made by such Lender (including any
Affiliate of any such Lender acting as a Canadian Lender) and then
outstanding (taking the Dollar Equivalent of the principal amount or Face
Amount, as the case may be, in the case of Canadian Loans then outstanding)
plus (II) such Lender's Dollar Percentage of the Letter of Credit
Outstandings at such time plus (III) the product of (A) the aggregate
principal amount of all Competitive Bid Loans made by such Lender and then
outstanding and (B) such Lender's Dollar Percentage of the Total Revolving
Commitment."
13
"Utilized Total Revolving Commitment" shall mean, at any time,
an amount equal to the sum of (I) the aggregate outstanding principal
amount or Face Amount, as the case may be, of all Revolving Loans and
Canadian Term Loans at such time (for this purpose, taking the Dollar
Equivalent thereof in the case of Canadian Loans then outstanding) plus
(II) the aggregate principal amount of all Swingline Loans and the Dollar
Equivalent of all Canadian Swingline Loans then outstanding plus (III) the
then aggregate amount of all Letter of Credit Outstandings plus (IV) the
aggregate principal amount of all Competitive Bid Loans then outstanding."
(xxix) Section 12.12(a) of the Credit Agreement is hereby amended by
amending and restating clause (y) in the proviso of such Section as follows:
"(y) without the consent of Fleet or the Canadian Co-Agent, as the case may
be, amend or modify the obligation of Fleet to make Swingline Loans or the
Canadian Co-Agent to make Canadian Swingline Loans, the terms of any
Swingline or Canadian Swingline Loans or the obligations of the Lenders to
fund Mandatory Borrowings, or"
(S)3. Affirmation and Acknowledgment. Each Borrower hereby ratifies
------------------------------
and confirms all of its Obligations to the Lenders, the Collateral Agent, the
Canadian Co-Agent and the Agent, including, without limitation, the Loans and
the Letter of Credit Outstandings, and each Borrower hereby affirms its absolute
and unconditional promise to pay to the Lenders the Loans made to it and all
other amounts due under the Credit Agreement as amended hereby. Each Borrower
hereby confirms that the Obligations are and remain secured pursuant to the
Security Documents and pursuant to all other instruments and documents executed
and delivered by each Borrower as security for the Obligations.
(S)4. Representations and Warranties. Each Borrower hereby
------------------------------
represents and warrants to the Lenders, the Collateral Agent, the Canadian Co-
Agent and the Agent as follows:
(a) The execution and delivery by each Borrower of this Amendment
and the performance by each Borrower of its obligations and agreements under
this Amendment and the Credit Agreement as amended hereby are within the
corporate authority of such Borrower, have been duly authorized by all necessary
corporate proceedings on behalf of such Borrower, and do not and will not
contravene any provision of law, statute, rule or regulation to which such
Borrower is subject or any of such Borrower's charter, other incorporation
papers, by-laws or any stock provision or any amendment thereof or of any
agreement or other instrument binding upon such Borrower.
(b) Each of this Amendment and the Credit Agreement as amended
hereby constitutes legal, valid and binding obligations of each Borrower,
enforceable in accordance with their respective terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors' rights.
(c) No approval or consent of, or filing with, any governmental
agency or authority is required to make valid and legally binding the execution,
delivery or performance by each Borrower of this Amendment or the Credit
Agreement as amended hereby.
14
(d) The representations and warranties contained in (S)6 of the
Credit Agreement are true and correct at and as of the date made and as of the
date hereof, except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the other Credit Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date.
(e) Each Borrower has performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it prior to or at the time hereof, and as of the date hereof,
before and after giving effect to the provisions hereof, there exists no Event
of Default or Default.
(S)5. Conditions to Effectiveness. This Amendment shall become
---------------------------
effective upon the satisfaction of the following conditions precedent:
(a) This Amendment and, if so requested by the Canadian Co-
Agent, a Canadian Swingline Note, shall have been duly executed and delivered by
the respective parties hereto and thereto and each of such Loan Documents shall
be in full force and effect and shall be in form and substance satisfactory to
the Agent.
(b) Receipt by the Agent of financial statements and
certificates required pursuant to the terms of Section 7.01(a) and (e) the
Credit Agreement.
(c) Leasehold mortgages on the Real Property constituting
Released Collateral shall have been duly executed and delivered to the Agent by
the respective parties thereto, and each of such leasehold mortgages shall be in
form and substance satisfactory to the Agent.
(d) All proceedings in connection with the transactions
contemplated by this Amendment and all other documents incident thereto shall be
reasonably satisfactory in substance and in form to the Required Lenders and to
the Agent. All corporate action necessary for the valid execution, delivery and
performance by each Borrower of this Amendment and each of the related documents
to which it is or is to become a party, shall have been duly and effectively
taken, and evidence thereof, in form and substance satisfactory to the Agent
shall have been provided to the Agent upon its request therefor.
(d) Payment to the Agent of fees and expenses of the Agent's
special counsel in connection with the transactions contemplated by this
Amendment; and
(e) Workflow shall have paid the Amendment Fee to the Agent for
the pro rata account of the Approving Lenders (as such terms are defined in
--- ----
Section 6 below) in accordance with Section 6 hereof.
(S)6. Amendment Fee. On the effective date of this Amendment Workflow
-------------
shall pay to the Agent for the pro rata account of the "Approving Lenders" (as
--- ----
defined herein) an amendment fee (the "Amendment Fee") in the amount of 10 basis
-------------
points multiplied by the sum of (a) such Approving Lenders' Revolving Commitment
plus (b) such Approving Lenders' Dollar Term Loan Commitment (before giving
----
effect to any reduction in Total Revolving Commitment referred to herein). The
"Approving Lenders" shall be all of the Lenders who have executed and delivered
this Amendment to the Agent on or before 5:00 p.m. (Boston time) on Thursday,
July
15
26, 2001, provided that no Lender shall be an "Approving Lender" unless this
--------
Amendment becomes effective.
(S)7. No Implied Waivers. Nothing contained in the foregoing
------------------
consents, waivers or amendments shall be construed to imply a willingness on the
part of the Agent and the Banks to grant any similar or other future consents,
waivers or amendments. The consents, waivers and amendments contained in this
Amendment are limited strictly to their terms, shall apply only to the specific
matters and events described herein, shall not extend to or affect any of the
Credit Parties' other obligations contained in the Credit Agreement or any other
Credit Document. Nothing contained herein shall be deemed to be a waiver of, or
shall in any way impair or prejudice, any rights of the Agent or the Lenders
under the Credit Agreement or any other Credit Document.
(S)8. Miscellaneous Provisions.
------------------------
(a) Except as expressly amended hereby, all of the terms, conditions
and provisions of the Credit Agreement and all documents, instruments and
agreements related thereto shall remain the same. It is declared and agreed by
each of the parties hereto that the Credit Agreement, as amended hereby, shall
continue in full force and effect, and that this Amendment and the Credit
Agreement shall be read and construed as one instrument.
(b) This Amendment is intended to take effect as an agreement under
seal and shall be construed according to and governed by the laws of the
Commonwealth of Massachusetts.
(c) This Amendment may be executed in any number of counterparts,
but all such counterparts shall together constitute but one instrument. In
making proof of this Amendment, it shall not be necessary to produce or account
for more than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
(d) Each Borrower hereby agrees to pay to the Agent, on demand by
the Agent, all reasonable out-of-pocket costs and expenses incurred or sustained
by the Agent in connection with the preparation of this Amendment (including
legal fees).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
document under seal as of the date first above written.
WORKFLOW MANAGEMENT, INC.
By_______________________________
Name:
Title:
DATA BUSINESS FORMS LIMITED
By_______________________________
Name:
Title:
FLEET NATIONAL BANK
Individually and as Agent
By_______________________________
Name:
Title:
BANK ONE, N.A.
By_______________________________
Name:
Title:
COMERICA BANK
By_______________________________
Name:
Title:
BANK OF AMERICA
By_______________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By: NOT A PARTY TO THIS AGREEMENT
-----------------------------
Name:
Title:
NATIONAL CITY BANK
By_______________________________
Name:
Title:
LASALLE BANK NATIONAL
ASSOCIATION
By_______________________________
Name:
Title:
CHEVY CHASE BANK, F.S.B.
By_______________________________
Name:
Title:
TORONTO-DOMINION BANK
By_______________________________
Name:
Title:
NATIONAL BANK OF CANADA
By_______________________________
Name:
Title:
BANK OF MONTREAL
By: NOT A PARTY TO THIS AGREEMENT
-----------------------------
Name:
Title:
