W I T N E S S E T H:
EXHIBIT 10.21
THIRD AMENDMENT AND CONSENT
THIRD AMENDMENT AND CONSENT (this "Amendment"), dated as of December
7, 2000, among XXXXXX HOLDINGS, INC. (f/k/a Big Flower Holdings, Inc.), a
Delaware corporation ("Holdings"), Xxxxxx, Inc. (f/k/a Big Flower Press
Holdings, Inc.), a Delaware corporation ("Xxxxxx"), BIG FLOWER LIMITED, a
Wholly-Owned Subsidiary of Xxxxxx and a limited company organized under the laws
of England ("BFL"), OLWEN DIRECT MAIL LIMITED, a Wholly-Owned Subsidiary of BFL
and a limited company organized under the laws of England ("Olwen"), BIG FLOWER
DIGITAL SERVICES LIMITED, an indirect Wholly-Owned Subsidiary of Xxxxxx and a
limited company organized under the laws of England ("BFDSL"), FUSION PREMEDIA
GROUP LIMITED (f/k/a Troypeak Limited), an indirect Wholly-Owned Subsidiary of
Xxxxxx and a limited company organized under the laws of England ("Fusion"),
PISMO LIMITED, an indirect Wholly-Owned Subsidiary of Xxxxxx and a limited
company organized under the laws of England ("Pismo"), COLORGRAPHIC DIRECT
RESPONSE LIMITED, a Wholly-Owned Subsidiary of BFL and a limited company
organized under the laws of England ("Colorgraphic"), and THE ADMAGIC GROUP
LIMITED, an indirect Wholly-Owned Subsidiary of Xxxxxx and a limited company
organized under the laws of England ("Admagic" and together with Xxxxxx, BFL,
Xxxxx, BFDSL, Fusion, Pismo and Colorgraphic, the "Borrowers", and each, a
"Borrower"), the Lenders from time to time party to the Credit Agreement
referred to below, CHASE SECURITIES, INC. and DEUTSCHE BANK SECURITIES, INC., as
Joint Lead Arrangers and Joint Book Managers (in such capacity, the "Joint Lead
Arrangers"), THE CHASE MANHATTAN BANK, as Administrative Agent (the
"Administrative Agent"), BANKERS TRUST COMPANY, as Syndication Agent, BANK OF
AMERICA, N.A., as Documentation Agent, and certain Managing Agents party to the
Credit Agreement. 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 Borrowers, the Lenders, the Agents, the Joint
Lead Arrangers and the Managing Agents are parties to a Credit Agreement, dated
as of December 7, 1999 (as amended, modified or supplemented from time to time
to but not including the date hereof, the "Credit Agreement");
WHEREAS, Xxxxxx and certain lenders party to the Senior Subordinated
Credit Agreement desire to amend the Senior Subordinated Credit Agreement
pursuant to that certain Second Amendment thereto, dated as of December 7, 2000
(the "Second Bridge Amendment"); and
WHEREAS, subject to the terms and conditions of this Amendment, the
Lenders wish to grant a certain consent to, and the parties hereto wish to amend
certain provisions of, the Credit Agreement, in each case as herein provided;
NOW, THEREFORE, it is agreed:
I. CONSENT AND AMENDMENT TO CREDIT AGREEMENT.
1. The Lenders hereby consent to the modification of the definition
of "Senior Subordinated Indenture" contained in the Senior Subordinated Credit
Agreement pursuant to the Second Bridge Amendment insofar as (and only insofar
as) such modification provides for (i) a reduction of the available basket for
the Senior Credit Facility (as defined in the Senior Subordinated Credit
Agreement) provided in the definition of "Permitted Indebtedness" to be included
in the Senior Subordinated Indenture (as defined in the Senior Subordinated
Credit Agreement) by the amount of the proceeds of Attributed Receivables
Facility Indebtedness incurred by Holdings and its Subsidiaries after December
7, 2000 in excess of $130,000,000 and (ii) a reduction of the general debt
basket provided in the definition of "Permitted Indebtedness" to be included in
the Senior Subordinated Indenture to $30,000,000 from the general debt basket of
$35,000,000 provided in the Senior Subordinated Credit Agreement.
2. Section 9.10 of the Credit Agreement is hereby amended by
inserting the text ", except to the extent such modifications or amendments are
determined by the Agents to be immaterial" immediately after the text "adversely
affect the interests of the Lenders" appearing in clause (i)(B) of said Section.
II. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this Amendment, each
Credit Agreement Party hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Third Amendment
Effective Date, both immediately before and immediately after giving effect
to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement or the other Credit Documents are true and correct in all
material respects on the Third Amendment Effective Date both immediately
before and immediately after giving effect to this Amendment, with the same
effect as though such representations and warranties had been made on and
as of the Third 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 Holdings and the Administrative Agent.
-2-
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 "Third
Amendment Effective Date") when each Credit Agreement Party, the Administrative
Agent and the Lenders constituting the Required Lenders 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 Third 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 modified
hereby.
* * *
-3-
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.
XXXXXX HOLDINGS, INC. (f/k/a Big Flower
Holdings, Inc.), as a Guarantor
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
XXXXXX, INC. (f/k/a Big Flower Press Holdings,
Inc.), as a Borrower and a Guarantor
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
BIG FLOWER LIMITED,
as a Borrower
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
OLWEN DIRECT MAIL LIMITED,
as a Borrower
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
BIG FLOWER DIGITAL SERVICES LIMITED,
as a Borrower
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
FUSION PREMEDIA GROUP LIMITED,
as a Borrower
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
PISMO LIMITED,
as a Borrower
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
COLORGRAPHIC DIRECT RESPONSE
LIMITED, as a Borrower
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
THE ADMAGIC GROUP LIMITED,
as a Borrower
By /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Title: Vice President
THE CHASE MANHATTAN BANK,
Individually, and as Administrative Agent
By /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Title: Managing Director
BANKERS TRUST COMPANY,
Individually, and as Syndication Agent
By /s/ Xxxxx Xxxxxxx
-----------------------------------------
Title: Director
BANK OF AMERICA, N.A.
Individually, and as Documentation Agent
By /s/ W. Xxxxx Xxxx
-----------------------------------------
Title: Managing Director
AG CAPITAL FUNDING PARTNERS, L.P.
By
-------------------------------------------
Title:
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.
as Subadviser
By
-------------------------------------------
Name:
Title:
ARCHIMEDES FINDING II, LTD.
By
-------------------------------------------
Name:
Title:
ARCHIMEDES FINDING III, LTD.
By
-------------------------------------------
Name:
Title:
ATHENA CDO, LIMITED
By: Pacific Investment Management
Company,
as its Investment Advisor
By
-------------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
BY:INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By
-------------------------------------------
Name:
Title:
FLEET NATIONAL BANK (f/k/a BankBoston,
N.A.)
By /s/ Xxxxx X. Jalelein
-----------------------------------------
Name: Xxxxx X. Jalelein
Title: Managing Director
BAVARIA TRR CORPORATION
By
-------------------------------------------
Name:
Title:
BOEING CAPITAL CORPORATION
By /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Senior Documentation Officer
CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment Management
Company
By
-------------------------------------------
Name:
Title:
CAPTIVA III FINANCE LTD.,
as advised by Pacific Investment Management
Company
By
-------------------------------------------
Name:
Title:
CATALINA CDO LTD.
By: Pacific Investment Management
Company, as its Investment Advisor
By
-------------------------------------------
Name:
Title:
THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
CREDIT AGRICOLE INDOSUEZ
By
-------------------------------------------
Name:
Title:
By
-------------------------------------------
Name:
Title:
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By
-------------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
By
-------------------------------------------
Name:
Title:
DELANO COMPANY
By: Pacific Investment Management
Company, as its Investment Advisor
By
-------------------------------------------
Name:
Title:
ELF FUNDING TRUST I
By /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
FIRST UNION NATIONAL BANK
By
-------------------------------------------
Name:
Title:
FIRST SOURCE FINANCIAL LLP
BY: FIRST SOURCE FINANCIAL, INC., AS
AGENT/MANAGER
By
-------------------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured
Management, Inc. as Attorney in Fact
By
-------------------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By
-------------------------------------------
Name:
Title:
GLENEAGLES TRADING LLC
By /s/ Xxx X. Xxxxxx
-----------------------------------------
Name: Xxx X. Xxxxxx
Title: Assistant Vice President
HIGHLAND LEGACY LIMITED
By /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
KZH HIGHLAND-2 LLC
By /s/ Xxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By
-------------------------------------------
Name:
Title:
KZH LANGDALE LLC
By /s/ Xxxxxxxx Xxxx
-----------------------------------------
Name: Xxxxxxxx Xxxx
Title: Authorized Agent
KZH STERLING LLC
By
-------------------------------------------
Name:
Title:
LONGHORN CDO (Cayman) LTD.
By /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
MAPLEWOODS (CAYMAN) LIMITED
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, AS
INVESTMENT MANAGER
By
-------------------------------------------
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By
-------------------------------------------
Name:
Title:
MASSMUTUAL HIGH YIELD PARTNERS II,
LLC
By: HYP Management, Inc.
By
-------------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND II, INC.
By: XXXXXXX XXXXX GLOBAL
INVESTMENT SERIES: INCOME
STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By
-------------------------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA (CAYMAN)
By
-------------------------------------------
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By
-------------------------------------------
Name:
Title:
NATEXIS BANQUE POPULAIRES
By
-------------------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE
FUND
By
-------------------------------------------
Name:
Title:
NORTHWOODS CAPITAL, LIMITED
By
-------------------------------------------
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: OAK HILL SECURITIES GENPAR, L.P.,
ITS GENERAL PARTNER
By: OAK HILL MGP, INC.,
ITS GENERAL PARTNER
By /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OAK HILL SECURITIES FUND II, L.P.
By: OAK HILL SECURITIES GENPAR II,
L.P., ITS GENERAL PARTNER
By: OAK HILL MGP II, INC.,
ITS GENERAL PARTNER
By /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, LTD.
By: INVESCO Senior Secured Management,
Inc. as Subadviser
By
-------------------------------------------
Name:
Title:
ORIX USA CORPORATION
By
-------------------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By
-------------------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By /s/ Xxxx X. Xxxxx
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------------
Name:
Title:
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------------
Name:
Title:
PROMETHEUS INVESTMENT FUNDING I LTD
By /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Director
By /s/ Xxxxx X. Soo
-----------------------------------------
Name: Xxxxx X. Soo
Title: Associate Director
XXXXXX DIVERSIFIED INCOME TRUST
By
-------------------------------------------
Name:
Title:
XXXXXX HIGH YIELD ADVANTAGE FUND
By
-------------------------------------------
Name:
Title:
XXXXXX HIGH YIELD MANAGED TRUST
By
-------------------------------------------
Name:
Title:
XXXXXX HIGH YIELD TRUST
By
-------------------------------------------
Name:
Title:
XXXXXX HIGH YIELD TRUST II
By
-------------------------------------------
Name:
Title:
XXXXXX MASTER INCOME TRUST
By
-------------------------------------------
Name:
Title:
XXXXXX MASTERINTERMEDIATE INCOME
TRUST
By
-------------------------------------------
Name:
Title:
XXXXXX STRATEGIC INCOME FUND
By
-------------------------------------------
Name:
Title:
XXXXXX VT DIVERSIFIED INCOME FUND
By
-------------------------------------------
Name:
Title:
XXXXXX VARIABLE TRUST HIGH YIELD FUND
By
-------------------------------------------
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management
Company, as its Investment Advisor
By
-------------------------------------------
Name:
Title:
SEQUILS - PILGRIM I, LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By
-------------------------------------------
Name:
Title:
SIMSBURY CLO, LIMITED
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY, AS
COLLATERAL MANAGER
By
-------------------------------------------
Name:
Title:
TEXTRON FINANCIAL CORPORATION
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
TRIGON HEALTHCARE INC. (ACCT 674)
By: Pacific Investment Management Company,
as its Investment Advisor, acting
through The Bank of New York in the
Nominee Name of Hare & Co.
By
-------------------------------------------
Name:
Title:
TRITON CDO IV LIMITED
By
-------------------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR FLOATING RATE
FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
