Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
August 22, 1996, among BIG FLOWER PRESS HOLDINGS, INC. ("Holdings"), TREASURE
CHEST ADVERTISING COMPANY, INC. (the "Borrower"), the financial institutions
party to the Credit Agreement referred to below (the "Banks"), BANK OF AMERICA
NT & SA, THE INDUSTRIAL BANK OF JAPAN, LIMITED and NATIONSBANK, N.A., as
Co-Agents (the "Co-Agents"), CREDIT SUISSE, as Documentation Agent (the
"Documentation Agent"), and BANKERS TRUST COMPANY, as Administrative Agent (the
"Administrative Agent") for the Banks. All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Banks, the Co-Agents, the
Documentation Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of November 28, 1995 and amended and restated as of March
19, 1996 (as in effect on the date hereof, the "Credit Agreement");
WHEREAS, the Borrower desires to purchase 100% of the capital stock
of Printco, Inc., a Michigan corporation ("Printco"), and certain related assets
owned by Park Properties, a Michigan general partnership ("Park Properties"), in
a transaction (the "Printco Acquisition") which, after giving effect to this
Amendment, will constitute a Permitted Acquisition effected in accordance with
the requirements of the Credit Agreement;
WHEREAS, WTI desires to acquire 100% of the capital stock of
Scanforms, Inc., a Delaware corporation ("Scanforms"), in a transaction (the
"Scanforms Acquisition") which, after giving effect to this Amendment, will
constitute a Permitted Acquisition effected in accordance with the requirements
of the Credit Agreement;
WHEREAS, Holdings and the Borrower have requested certain amendments
to the Credit Agreement in connection with the transactions described in the two
preceding recitals and to effect certain other changes to the Credit Agreement;
and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
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I. Amendments and Modifications to Credit Agreement.
1. Section 2.01(c) of the Credit Agreement is hereby amended by
deleting the amount "$35,000,000" appearing therein and by inserting in lieu
thereof the amount "$45,000,000".
2. Section 4.02(f) of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (iii) appearing in the second
parenthetical of said Section and inserting a comma in lieu thereof and (ii)
inserting the following new clause (v) immediately after the phrase "this
Section 4.02(f)":
"and (v) sales or transfers of assets to the extent permitted by Section
9.02(xvi)".
3. Section 7.19 of the Credit Agreement is hereby amended by adding
the following new sentence at the end of clause (b) thereof:
"Notwithstanding anything to the contrary contained above, to the extent
the representation and warranty contained in this clause (b) relates to
any Subsidiary of Holdings for any period prior to the acquisition thereof
by Holdings pursuant to a Permitted Acquisition, such representation and
warranty is made to the best knowledge of Holdings and the Borrower."
4. Section 8.14(a)(iii) of the Credit Agreement is hereby amended by
inserting the phrase ", provided that if financial statements for the last month
of the fiscal quarter most recently ended have not yet been delivered (and were
not required to be delivered) pursuant to Section 8.01(a), then compliance with
the covenants described above shall instead be tested for the period of four
consecutive fiscal quarters (taken as one accounting period) most recently ended
for which financial statements have been delivered (or were required to be
delivered) pursuant to Section 8.01(b) or (c), as the case may be" immediately
after the phrase "accounting period) most recently ended" appearing therein.
5. Section 8.14(a)(v) of the Credit Agreement is hereby amended by
inserting the phrase "(excluding increased income and other taxes for periods to
occur after the consummation of the respective Permitted Transaction as a result
of the increased income of the entity to be acquired pursuant to the respective
Permitted Transaction)" immediately after the phrase "materially increased tax"
appearing therein.
6. Section 8.14(a)(xi) of the Credit Agreement is hereby amended by
deleting the number "(I)" appearing therein and by deleting the phrase "(II) the
sum of . . . $20,000,000" appearing therein.
7. Section 8.14(b) of the Credit Agreement is hereby amended by
deleting the parenthetical contained therein and by inserting in lieu thereof
the phrase "(except capital stock of (x) an Unrestricted Subsidiary owned by
another Unrestricted
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Subsidiary and (y) a Shell Corporation so long as same remains a Shell
Corporation in accordance with the definition thereof contained herein)".
8. Section 8.19 of the Credit Agreement is hereby amended by
deleting the phrase "In connection therewith, it" appearing in the second
sentence of said Section and inserting in lieu thereof the word "It".
9. The Banks hereby acknowledge and agree that the Printco
Acquisition may be effected by the Borrower pursuant to a Permitted Acquisition
which, after giving effect to this Amendment, complies in all respects with the
requirements of the Credit Agreement (including, without limitation, Sections
8.11, 8.14, 9.11 and 9.12 thereof).
10. The Banks hereby acknowledge and agree that the Scanforms
Acquisition may be effected as a Permitted Acquisition in accordance with all
applicable requirements with the Credit Agreement, including, without
limitation, Sections 8.11, 8.14, 9.11 and 9.12 thereof; provided that,
notwithstanding anything to the contrary contained in the Credit Agreement, the
following deviations from the requirements of the Credit Agreement shall be
permitted (and only such deviations shall be permitted) in connection with the
Scanforms Acquisition so long as same otherwise meets all applicable
requirements for a Permitted Acquisition pursuant to the Credit Agreement:
(i) the Scanforms Acquisition may be effected by the merger of
Scanforms into a newly-formed direct Wholly-Owned Subsidiary of either WTI
or Holdings, provided that if the Scanforms Acquisition is effected by
such a merger into a direct Wholly-Owned Subsidiary of Holdings, (x) any
financing required from the Borrower for such Permitted Acquisition shall
be extended to WTI pursuant to Permitted Acquisition Loans made in
accordance with the requirements of Section 9.05(xxii) of the Credit
Agreement, it being understood and agreed that (notwithstanding anything
to the contrary contained in the Credit Agreement), WTI shall be permitted
to advance such funds to Holdings and/or to Scanforms to the extent needed
by Holdings and/or Scanforms to effect the Scanforms Acquisition and (y)
immediately after giving effect to the consummation of said merger, the
stock of Scanforms as the surviving corporation thereof shall be
contributed to WTI (at which time any inter-company loans made by WTI to
Holdings as described in preceding clause (x) shall be extinguished or
assumed by Scanforms) and shall thereafter constitute a direct
Wholly-Owned Subsidiary of WTI;
(ii) the Banks hereby waive any requirement for a determination by
the Agents pursuant to Section 8.14(a)(x) of the Credit Agreement in
connection with the Scanforms Acquisition, although the Borrower shall
remain obligated to provide the certification required thereby; and
(iii) in connection with the Scanforms Acquisition, the Scanforms
Non-Compete Agreement may be entered into by Holdings and/or one or more
of its
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Subsidiaries with Xx. Xxxxxx Xxxxxx, President of Scanforms, so long as
the payments by Holdings and its Subsidiaries pursuant thereto do not
exceed $2,500,000 in the aggregate and if such payments are structured as
a promissory note, the aggregate principal amount of such promissory note
does not exceed $2,500,000, with interest accruing thereon at a rate not
to exceed 9% per annum.
The Scansforms Non-Compete Agreement described above shall be permitted to be
entered into in connection with the Scanforms Acquisition, but shall be included
as Indebtedness for purposes of determining compliance with Section 9 of the
Credit Agreement (including, without limitation, Sections 9.08 and 9.09
thereof). The creation of a Wholly-Owned Subsidiary of Holdings to effect the
Scanforms Acquisition as contemplated by preceding clause (i) shall be
permitted, so long as such creation complies with all applicable requirements of
the Credit Agreement (including, without limitation, Section 9.11 thereof),
except for the fact that such Wholly-Owned Subsidiary is initially directly
owned by Holdings, rather than WTI.
11. Section 9.01 of the Credit Agreement is hereby amended by (i)
inserting the text "(x)" immediately following the phrase "Liens on" appearing
in clause (xvii) of said Section and (ii) inserting the following text
immediately after the phrase "Receivables Documents" appearing in clause (xvii)
of said Section:
"and (y) any amounts representing proceeds of securities issued in
connection with the Receivables Facility which are on deposit in any
account established under the Receivables Facility to the extent the funds
from time to time on deposit in such account are included within the
definition of Transferred Assets (as defined in Section 2.1 of the
Receivables Pooling Agreement as originally in effect)".
12. Section 9.02 of the Credit Agreement is hereby amended by
deleting the word "and" appearing at the end of clause (xiv) thereof, deleting
clause (xv) thereof in its entirety and by inserting in lieu thereof the
following new clauses (xv), (xvi) and (xvii):
"(xv) transfers of assets between Holdings and any of Holdings'
Wholly-Owned Domestic Subsidiaries which are Guarantors or between such
Subsidiaries of Holdings, provided that (I) the aggregate fair market
value of all such transferred assets does not exceed $25,000,000 and (II)
the Borrower shall certify to the Agents that the transferred assets are
expected to be more productive if transferred as specified, in cases where
the fair market value of the transferred assets exceeds $1,000,000;
(xvi) each of Holdings and its Subsidiaries may sell or otherwise transfer
and rent or lease back property if the fair market value of all such
property so sold or transferred and rented or leased back pursuant to this
clause (xvi) in any fiscal year does not exceed $5,000,000 in the
aggregate; and
(xvii) (x) Holdings and its Subsidiaries may enter into agreements to
effect
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acquisitions and dispositions of stock or assets so long as the respective
transaction is permitted pursuant to the foregoing provisions of this
Section 9.02 and (y) Holdings and its Subsidiaries may enter into
agreements to effect acquisitions and dispositions of capital stock or
assets in transactions not permitted by the provisions of this Section
9.02 at the time the respective agreement is entered into; provided that
in the case of each agreement of the type referenced in this clause (y)
such agreement shall be expressly conditioned upon obtaining the requisite
consent of the Required Banks under this Agreement as a condition
precedent to the consummation of the respective transaction and, if for
any reason the transaction is not consummated because of a failure to
obtain such consent, the aggregate liability of Holdings and its
Subsidiaries under any such agreement shall not exceed $500,000."
13. Section 9.03(ii) of the Credit Agreement is hereby amended by
(x) inserting the phrase ", to pay for capital improvements" immediately after
the phrase "operating expenses in ordinary course of business" appearing therein
and (y) deleting the amount "$5,000,000" appearing in the first proviso to said
Section and inserting in lieu thereof the amount "$10,000,000".
14. Section 9.04(vii) is hereby amended by deleting the phrase
"provided further, that in no event . . . $33,000,000;" appearing therein.
15. Section 9.04 of the Credit Agreement is hereby further amended
by (x) deleting the word "and" appearing at the end of clause (xvi) thereof, (y)
deleting the period appearing at the end of clause (xvii) thereof and inserting
a semi-colon in lieu thereof and (z) adding the following new clauses (xviii)
and (xix) immediately after clause (xvii) thereof:
"(xviii) additional unsecured Indebtedness of Holdings and/or its
Subsidiaries, including Indebtedness incurred in connection with the
Scanforms Non-Compete Agreement, so long as the aggregate outstanding
amount of such Indebtedness at no time exceeds $15,000,000; and
(xix) Indebtedness of Holdings and/or its Subsidiaries under Currency
Agreements, in each case so long as the respective Currency Agreement is
reasonably related to revenues or payments of Holdings and/or its
Subsidiaries in the respective currency subject to the Currency Agreement
and is entered into for non-speculative purposes."
16. Section 9.05 of the Credit Agreement is hereby amended by (a) in
clause (vi) thereof, inserting the phrase "and its Subsidiaries" immediately
after the word "Holdings" appearing therein, (b) in clause (xiii) thereof,
deleting the amount "$45,000,000" appearing therein and by inserting in lieu
thereof the amount "$50,000,000", (c) deleting the word "and" appearing at the
end of clause (xxiii) thereof, (d) deleting the period at the end of clause
(xxiv) thereof and inserting a semi-colon in lieu thereof and (e)
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inserting the following new clauses (xxv), (xxvi) and (xxvii) immediately at the
end thereof:
"(xxv) Holdings and/or it Subsidiaries may enter into Currency Agreements
in accordance with the requirements contained in Section 9.04(xix);
(xxvi) additional Investments may exist from time to time consisting of
capital contributions to the Receivables Subsidiary made solely through a
reduction in the principal amount of any intercompany note then payable to
the Borrower by the Receivables Subsidiary, so long as (x) all capital
stock of the Receivables Subsidiary is pledged pursuant to the Pledge and
Security Agreement, (y) any such intercompany note (to the extent same is
not reduced to $0) is pledged pursuant to the Pledge and Security
Agreement and (z) the aggregate amount of all such capital contributions
shall not exceed $15 million; and
(xxvii) other Investments by Holdings and/or its Subsidiaries shall be
permitted, so long as the net aggregate amount of such Investments (after
giving effect to any dividends or other returns of capital on the
respective such Investments) does not exceed $5,000,000 at any one time
outstanding."
17. Section 9.09 of the Credit Agreement is hereby amended by (i)
deleting the phrase "4.25 to 1.0 through and including March 31, 1997 and 4.00
to 1.0 thereafter" appearing in said Section and inserting in lieu thereof the
text "4.50 to 1.0 through and including December 31, 1998 and 4.25 to 1.0
thereafter" and (ii) inserting the phrase "(or 4.10 to 1.00 in the case of a
Permitted Acquisition effected prior to December 31, 1997)" immediately after
the phrase "greater than 4.00 to 1.00" appearing in the proviso thereto.
18. Section 9.10(b) is hereby amended by adding the following new
clause immediately at the end of first sentence thereof:
"and (z) so long as no Default or Event of Default is then in existence,
the Existing Indebtedness outstanding as of the First Amendment Effective
Date to Fleet Credit Corporation and/or MetLife Capital Corporation in an
aggregate principal amount not to exceed $1,000,000 may be repaid or
prepaid, so long as no premium is paid in connection therewith".
19. Section 9.11 of the Credit Agreement is hereby amended by adding
the phrase "(other than a Shell Corporation, so long as it remains a Shell
Corporation)" immediately after the phrase "Restatement Effective Date any
Subsidiary" appearing therein.
20. The definition of "Attributed Receivables Facility Indebtedness"
appearing in Section 11.01 of the Credit Agreement is hereby amended by adding
the following proviso at the end of said definition:
"; provided that such principal amount shall be net of amounts of cash and
Cash
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Equivalents on deposit in any principal funding or equalization account
established pursuant to the Receivables Facility which, if the Receivables
Facility were structured as a secured lending arrangement rather than as a
facility for the sale of Receivables Facility Assets, would collateralize
the Indebtedness issued thereunder".
21. The definition of "Change of Control" appearing in Section 11.01
of the Credit Agreement is hereby amended by deleting subclause (a) of clause
(iii) thereof in its entirety and by inserting in lieu thereof the following new
subclause:
"(a) the Xxxxx Permitted Holders shall cease to own the lesser of at least
(A) 1,000,000 shares (adjusted for any stock splits or similar occurrences
after the First Amendment Effective Date) of the outstanding common stock
of Holdings or (B) 6.5% of the outstanding common stock of Holdings,".
22. The definition of "Indebtedness" appearing in Section 11.01 of
the Credit Agreement is hereby amended by adding the phrase ", any Currency
Agreement" immediately after the phrase "Interest Rate Protection Agreement"
appearing therein.
23. The definition of "L/C Supportable Indebtedness" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (x) inserting
"Holdings," immediately prior to the word "WTI" in clause (i) of such
definition, (y) inserting the word "Holdings," immediately prior to the word
"Borrower" in clause (ii) of such definition and (z) inserting the following new
proviso immediately at the end thereof:
"; provided that in no event shall L/C Supportable Indebtedness include
any Indebtedness for borrowed money of Holdings".
24. The definition of "L/C Supportable Obligations" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (x) inserting the
word "Holdings," immediately before the word "Borrower" appearing therein and
(y) inserting the following new proviso immediately at the end thereof:
"; provided that in no case shall L/C Supportable Obligations include
Indebtedness for borrowed money of Holdings".
25. The definition of "Permitted Acquisition" appearing in Section
11.01 of the Credit Agreement is hereby amended by (w) adding the phrase "(in
each case, together with any related assets used in the business, division or
product line of the Person so acquired)" immediately after the phrase "100% of
the capital stock of any such Person" appearing therein, (x) in the second
sentence thereof, deleting the phrase "in the immediately preceding sentence"
appearing therein and inserting in lieu thereof the word "above", (y) adding the
following new sentence immediately after the first sentence of said definition:
"For purposes of determining compliance with the immediately preceding
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sentence, Indebtedness acquired pursuant to any Permitted Acquisition and
repaid promptly after (and in any event within 30 days after the date of)
the consummation of the respected Permitted Acquisition shall not be
included as outstanding Indebtedness of Holdings or its Subsidiaries for
purposes of determining compliance with Section 8.14 and the covenants
contained in Section 9, but shall instead be treated as consideration
(paid in cash or, if satisfied through the issuance of common stock or
Qualified Preferred Stock as permitted above, consideration paid in common
stock or Qualified Preferred Stock, as the case may be) paid in connection
with such Permitted Acquisition."
and (z) adding the phrase "and (z) in determining whether each of the Printco
Acquisition and the Scanforms Acquisition is a Permitted Acquisition, effect
shall be given to the provisions of the First Amendment relating thereto"
immediately at the end of clause (y) of the last sentence of said definition.
26. The definition of "Receivables Facility Assets" appearing in
Section 11.01 of the Credit Agreement is hereby amended by inserting the
following parenthetical immediately after the phrase "involving accounts
receivable" appearing in clause (iv) of said definition:
"(which may include amounts, which do not constitute proceeds of any
account receivable included in the Receivables Facility, paid by an
account receivable obligor which are credited to a bank account
established under the Receivables Facility, so long as such amounts, upon
identification by the servicer under the Receivables Facility as not
constituting proceeds of an account receivable included in the Receivables
Facility, may be released from any Lien granted under the Receivables
Facility)".
27. The definition of "Receivables Facility Financing Costs"
appearing in Section 11.01 of the Credit Agreement is hereby amended by adding
the following proviso at the end of said definition:
"; provided that such total consolidated interest and fee expense shall be
net of consolidated interest and fee expense arising in respect of amounts
on deposit in any principal funding or equalization account established
pursuant to the Receivables Facility which, if same were structured as a
secured lending arrangement rather than a facility for the sale of
Receivables Facility Assets, would collateralize the Indebtedness issued
thereunder".
28. Section 11.01 of the Credit Agreement is hereby further amended
by inserting in appropriate alphabetical order the following new definitions:
"Currency Agreement" shall mean any obligations of any Person
pursuant to any foreign exchange contract, currency swap agreement or
other similar agreement or arrangement designed to protect such Person or
any of its Subsidiaries or
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Affiliates against fluctuations in currency values.
"First Amendment" shall the mean the First Amendment to this
Agreement, dated as of August 22, 1996.
"First Amendment Effective Date" shall mean the First Amendment
Effective Date under, and as defined in, the First Amendment.
"Park Properties" shall mean Park Properties, a Michigan general
partnership.
"Printco" shall mean Printco, Inc., a Michigan corporation.
"Printco Acquisition" shall mean (i) the purchase by the Borrower of
100% of the outstanding common stock of Printco and all outstanding
options to purchase shares of such common stock and (ii) the Borrower's
acquisition of certain related assets and liabilities from Park
Properties.
"Scanforms" shall mean Scanforms, Inc., a Delaware corporation.
"Scanforms Acquisition" shall mean the acquisition by Holdings or
WTI of 100% of the equity interests in Scanforms, which acquisition shall
be effected by the merger of a newly-formed Wholly-Owned Subsidiary of
Holdings or WTI, as the case may, into Scanforms; provided that if
Scanforms is acquired by a direct Wholly-Owned Subsidiary of Holdings,
then immediately after the consummation of the Scanforms Acquisition the
stock of the surviving corporation of the merger described above shall be
contributed to WTI after which Scanforms shall be a direct Wholly-Owned
Subsidiary of WTI.
"Scanforms Non-Compete Agreement" shall mean a non-compete agreement
entered into by Holdings and/or one or more of its Subsidiaries with Xx.
Xxxxxx Xxxxxx, President of Scanforms, in connection with the Scanforms
Acquisition.
"Shell Corporation" shall mean any corporation established to effect
a Permitted Acquisition which has not yet occurred, so long as the
aggregate amount of assets at any time held by all Shell Corporations at
any time in existence does not exceed $100,000. At the time of the
consummation of the respective Permitted Acquisition or at such time as
the assets of any corporation which was a Shell Corporation exceed
$100,000, such corporation shall cease to be a Shell Corporation. At such
time as the assets of all corporations which theretofore constitute Shell
Corporations exceed $100,000 in the aggregate, the Borrower shall notify
the Administrative Agent as to which corporations shall cease to
constitute Shell Corporations or, in the absence of such designation, all
such corporations shall at such time cease to be Shell Corporations.
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II. Miscellaneous Provisions.
I. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the First Amendment
Effective Date, both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct in
all material respects on the First Amendment Effective Date both before
and after giving effect to this Amendment, with the same effect as though
such representations and warranties had been made on and as of the First
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when each of Holdings, the Borrower, each Subsidiary
Guarantor and the Required Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including by way
of facsimile transmission) the same to the Administrative Agent at its Notice
Office.
6. From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended
hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
BIG FLOWER PRESS HOLDINGS, INC.
By /s/ Xxxx X. Xxxxxxxx
----------------------------------
Title: Executive Vice President
TREASURE CHEST ADVERTISING
COMPANY, INC.
By /s/ Xxxx X. Xxxxxxxx
----------------------------------
Title: Secretary
BANKERS TRUST COMPANY,
Individually and
as Administrative Agent
By /s/ Xxxxxxxxxxx Xxxxxxx
----------------------------------
Title: Vice President
CREDIT SUISSE,
Individually
By /s/ Xxxx Xxxxxxxxx
----------------------------------
Title: member of senior management
By /s/ Xxxxx X. Xxxxx
----------------------------------
Title: Associate
CREDIT SUISSE,
as Documentation Agent
By /s/ Xxxx Xxxxxxxxx
----------------------------------
Title: member of senior management
By /s/ Xxxxx X. Xxxxx
----------------------------------
Title: Associate
ABN AMRO BANK N.V.,
NEW YORK BRANCH
By /s/ Xxxxxx Xxxxxx
----------------------------------
Title: Assistant Vice President
By /s/ Xxxxxxx X'Xxxxxx Xxxxx
----------------------------------
Title: Vice President
BANK OF AMERICA NT & SA
By /s/ Xxxx X. Xxxxxxx
----------------------------------
Title: Managing Director
BANK OF IRELAND
By /s/ Xxxxx Xxxxxxx
----------------------------------
Title: Account Manager
THE BANK OF NEW YORK
By /s/ Xxxxxxx Xxxxxxx
----------------------------------
Title: Vice President
CORESTATES BANK
By /s/ Xxxxxx Xxxx
----------------------------------
Title: Vice President
COMERICA BANK
By /s/ Xxxxxx X. Xxxxx
----------------------------------
Title: Account Officer
CREDIT LYONNAIS -
NEW YORK BRANCH
By /s/ Xxxx Xxxxxx
----------------------------------
Title: Senior Vice President
CREDIT LYONNAIS -
CAYMAN ISLAND BRANCH
By /s/ Xxxx Xxxxxx
----------------------------------
Title: Authorized Signature
DAI-ICHI KANGYO BANK, LIMITED
By
----------------------------------
Title:
DRESDNER BANK AG, New York and Grand Cayman Branches
By /s/ Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx
-------------------------------------------
Title: Vice President
THE FUJI BANK, LIMITED
By /s/ Xxxx Xxxxxxxx
----------------------------------
Title: Vice President and Manager
GIROCREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By /s/ Xxxx Xxxxxxx
----------------------------------
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By /s/ Xxxxx Xxx
-------------------------------
Title: Senior Vice President and Senior Manager
THE LTCB TRUST COMPANY
By /s/ Xxxx X. XxXxxxx
----------------------------------
Title: Senior Vice President
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Title: Authorized Signatory
BANK OF TOKYO-MITSUBISHI TRUST
LIMITED, successor to merger to The
Mitsubishi Bank, Limited
By /s/ Xxxxx Xxxxx
----------------------------------
Title: Attorney-in-Fact
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By /s/ Xxxxxxxx Xxxxx xx Xxxx
----------------------------------
Title: Senior Vice President
NATIONSBANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
SANWA BANK CALIFORNIA
By /s/ Xxxx Xxxx
----------------------------------
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Title: Authorized Signatory
SUMITOMO BANK OF CALIFORNIA
By /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
UNION BANK CORPORATE BANKING
By /s/ Xxxxxx Pile
----------------------------------
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Senior Vice President
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
BY: XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., as Investment
Advisor
By /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Title: Authorized Signatory
CERES FINANCE LTD.
By /s/ Xxxxxx Xxxxx
----------------------------------
Title: Director
KEYPORT LIFE INSURANCE
COMPANY
BY: Chancellor Senior Secured
Management, Inc. as Portfolio Advisor
By /s/ Xxxxxxx X. Xxxxx
----------------------------------
Title: Vice President
MEDICAL LIABILITY MUTUAL
INSURANCE COMPANY
BY: Chancellor Senior Secured
Management, Inc. as Investment Manager
By /s/ Xxxxxxx X. Xxxxx
----------------------------------
Title: Vice President
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxx
----------------------------------
Title: V.P. Portfolio Manager
The undersigned, each being a Subsidiary Guarantor under, and as defined,
the Credit Agreement referred to in the foregoing First Amendment, hereby
consents and agrees to the provisions of the foregoing First Amendment and
acknowledges that the extensions of credit pursuant to the Credit Agreement, as
amended by the foregoing First Amendment, shall continue to be entitled to the
full benefits of all Credit Documents (as defined in the Credit Agreement)
executed by such Subsidiary Guarantor.
BF AVIATION CORP
By /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Title: Secretary
LASER TECH COLOR, INC.
By /s/ Xxxx X. Xxxxxxxx
----------------------------------
Title: Secretary
LEVELCO 84, L.P.
By: TREASURE CHEST ADVERTISING, INC.,
its general partner
By /s/ Xxxx Xxxxx
-----------------------------------
Title: Vice President and Treasurer
TREASURE CHEST ADVERTISING
COMPANY OF NEW YORK, INC.
By /s/ Xxxx Xxxxx
-----------------------------------
Title: Vice President and Treasurer
TREASURE CHEST ADVERTISING
COMPANY OF TEXAS, INC.
By /s/ Xxxx Xxxxx
-----------------------------------
Title: Vice President and Treasurer
TREASURE CHEST ADVERTISING
HOLDING COMPANY OF TEXAS, INC.
By /s/ Xxxx Xxxxx
-----------------------------------
Title: Vice President and Treasurer
WEBCRAFT TECHNOLOGIES, INC.
By /s/ Xxx Xxxxxxx
-----------------------------------
Title: Senior Vice President
Finance, CFO
WEBCRAFT GAMES, INC.
By /s/ Xxx Xxxxxxx
-----------------------------------
Title: Senior Vice President
Admin., Treasurer
WEBTECH HOLDINGS, INC.
By /s/ Xxx Xxxxxxx
-----------------------------------
Title: Senior Vice President, CFO
WEBCRAFT CHEMICALS d/b/a
XXXXX ADHESIVES & COATING CO.
By /s/ Xxx Xxxxxxxxx
-----------------------------------
Title: President and Treasurer
KSS TRANSPORTATION CORP.
By /s/ Xxx Xxxxxxx
-----------------------------------
Title: President
WEBCRAFT INVESTORS, INC.
By /s/ Xxx Xxxxxxx
-----------------------------------
Title: Senior Vice President & CFO
WEBCRAFT MIDWEST, INC.
By /s/ Xxx Xxxxxxx
-----------------------------------
Title: Senior Vice President & CFO
