EXHIBIT 10.4
ACKNOWLEDGMENT OF TERMINATION OF PURCHASED INTEREST
AND
DIRECTION FOR PAYMENT FOR REDUCTION IN PURCHASED INTEREST
The undersigned do hereby agree and acknowledge in connection with that
certain Receivables Sale Agreement dated as of June 30, 1997 among World Color
Finance, Inc. (the "SELLER"), ABN AMRO Bank N.V., as the Enhancer, the Liquidity
Providers from time to time party thereto, Amsterdam Funding Corporation, and
ABN AMRO Bank N.V., as Agent (as amended through the date hereof, the
"AGREEMENT"), the following:
1. Subject to Paragraph 4 hereof, the Agreement is hereby terminated as
of December 22 1999, with all Purchased Interest as defined therein, reduced to
zero and terminated; PROVIDED, however, the provisions of Article VI and other
indemnities contained in the Agreement shall survive the effectiveness of this
termination.
2. Following the receipt of $200,399,591.83 (which consists of
$200,000,000 in principal, $357,806.08 of accrued interest and dealer fees and
$41,785.75 of accrued fees and interest on shortfall) ($200,000,000 of which
will be funded with the proceeds of a drawing request made by Quebecor World
Finance Inc., which request will be in the form of Exhibit A attached hereto)
the Purchasers and the Agent shall have received all amounts due and owing from
Seller as provided under the Agreement and upon receipt thereof, except to the
extent set forth in Paragraph 1 & 4 hereof, releases the Seller from any and all
further obligations or liabilities arising out of the Agreement or agreements
related thereto. The Agent shall provide to the Seller such evidence as is
reasonable acceptable to the Seller within two Business days hereof setting
forth a calculation of the amounts specified herein. If the Agent and the Seller
agree that the amounts set forth herein are inaccurate each such party agrees to
pay the other party such amounts as shall be agreed upon.
3. The Agent, on behalf of the Purchasers, hereby sells and assigns back
to Seller without representation, warranty or recourse of any kind, and the
Seller hereby acquires from the Agent, on behalf of the Purchasers, any
Purchased Interest in all Receivables of the Seller and the Collections thereon,
all such terms as defined in the Agreement.
4. Notwithstanding any other provision contained herein to the extent
that any amount paid to any Purchaser or the Agent pursuant to this agreement is
subsequently invalidated, declared fraudulent, preferential, set aside or
otherwise required to be returned to the Seller or any trustee, receiver, or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then the Agreement shall be reinstated in its entirety and the
liens created thereby shall be revived and, in each case, continue in full force
and effect as if such payment had not been made and this agreement had not been
executed and delivered.
Dated As of December 22, 1999.
WORLD COLOR FINANCE, INC.
By:_____________________________________
Title:__________________________________
ABN AMRO BANK N.V., as Agent
By:_____________________________________
Title:__________________________________
By: ____________________________________
Title:__________________________________
EXHIBIT A
December 22, 1999
ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Purchaser Agent-Amsterdam
Re: Amended and Restated Receivables Sale Agreement dated as of
December 22, 1999 (the "SALE AGREEMENT") among Quebecor
World Finance Inc., as Seller, Quebecor Printing (USA)
Holdings Inc., as Initial Collection Agent,
ABN AMRO Bank N.V., as Agent,
and the Purchasers thereunder
Ladies and Gentlemen:
The undersigned Seller under the above-referenced Sale Agreement hereby
confirms it has requested an Incremental Purchase of $200,000,000 to be made
ratably by the Conduit Purchasers under the Sale Agreement.
Attached hereto as Schedule I is information relating to the proposed
Incremental Purchase required by the Sale Agreement.
The Seller hereby certifies that both before and after giving effect to
the proposed Incremental Purchase contemplated hereby and the use of the
proceeds therefrom, all of the requirements of Section 7.2 of the Sale Agreement
have been satisfied.
Very truly yours,
QUEBECOR WORLD FINANCE INC.
By
Title___________________________________
SCHEDULE I
TO
INCREMENTAL PURCHASE REQUESTS
SUMMARY OF INFORMATION RELATING TO PROPOSED SALE(S)
1. DATES, AMOUNTS, PURCHASER(S), PROPOSED TRANCHE PERIODS
A1 Date of Notice December 22, 1999
A2 Measurement Date (the last
Business Day of the month
immediately preceding the
month in which the Date of
Notice occurs) November 30, 1999
A3 Proposed Purchase Dates December 22, 1999
(each of which is a
Business Day)
A4 Respective Proposed
Incremental Purchase on
each such Purchase Date
(each Incremental $200,000,000
Purchase must be in a
minimum amount of
$1,000,000 and multiples
thereof, or, if less, an
amount equal to the
Maximum Incremental
Purchase Amount)
A5 Proposed Allocation
among Purchasers
Conduit
Purchaser Amsterdam Funding Corporation $200,000,000
Conduit
Purchaser
Related Bank
Lenders
Related Bank
Lenders
Enhancement
Bank
Enhancement
Bank
A6 Tranche Period N/A
and Tranche Rate(s) for Committed
Purchasers
Starting Date _________ _________ _________ _________
Ending Date _________ _________ _________ _________
Number of Days _________ _________ _________ _________
Prime or LIBOR
(for Committed
Purchasers only) _________ _________ _________ _________
Each proposed Purchase Date must be a Business Day and, other than the
initial Incremental Purchase, must occur no later than two weeks after
the Measurement Date set forth above. The choice of Measurement Date is
a risk undertaken by the Seller. If a selected Measurement Date is not
the applicable Purchase Date, the Seller's choice and disclosure of such
date shall not in any manner diminish or waive the obligation of the
Seller to assure the Purchasers that, after giving effect to the
proposed Purchase, the actual Sold Interest as of the date of such
proposed Purchase does not exceed 100%.
