Exhibit 10.5
FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of March 12, 1998, among BIG FLOWER PRESS HOLDINGS, INC. (the "Borrower"),
the financial institutions party to the Credit Agreement referred to below (the
"Banks"), BANK OF AMERICA NT & SA and THE INDUSTRIAL BANK OF JAPAN, LIMITED, as
Co-Agents (the "Co-Agents"), CREDIT SUISSE FIRST BOSTON, 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 as amended hereby.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, the Co-Agents, the
Documentation Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of June 12, 1997 (as amended, modified or supplemented
through the date hereof, the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
1. The Banks hereby acknowledge and agree that the reference
to "March 31, 1998" appearing in clause (z) of the proviso to Section 1 of the
Third Amendment (as defined below) shall be deemed to be "April 30, 1998".
2. Section 10.12 of the Credit Agreement is hereby amended by
(i) inserting the text ", liabilities and/or Indebtedness under the Lease
Documents consisting of a performance guaranty of the obligations of the Special
Purpose Leasing Trust under the covenants contained in the Lease Documents"
immediately after the text "the Parent Rights Plan" appearing in clause (i) of
said Section and (ii) inserting the text ", the Lease Documents" immediately
after the text "Convertible QUIPS Documents" appearing in clause (z) of the
proviso to clause (i) of said Section.
3. Section 11 of the Credit Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical order:
"Lease Documents" shall have the meaning provided in the Third
Amendment.
"Third Amendment" shall mean the Third Amendment to the Credit
Agreement, dated as of January 14, 1998.
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 Fourth
Amendment Effective Date, both before and immediately 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 Fourth Amendment Effective Date both
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 Fourth 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
"Fourth Amendment Effective Date") when the Borrower 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 Fourth Amendment Effective Date, all
references in
2
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.
BIG FLOWER PRESS HOLDINGS, INC.
By--------------------------------------
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By--------------------------------------
Title:
CREDIT SUISSE FIRST BOSTON,
Individually
By--------------------------------------
Title:
By--------------------------------------
Title:
CREDIT SUISSE FIRST BOSTON,
as Documentation Agent
By--------------------------------------
Title:
By--------------------------------------
Title:
ABN AMRO BANK N.V.,
4
NEW YORK BRANCH
By--------------------------------------
Title:
By--------------------------------------
Title:
ALLIED IRISH BANK
By--------------------------------------
Title:
BANK OF AMERICA NT & SA
By--------------------------------------
Title:
BANKBOSTON, N.A.
By--------------------------------------
Title:
BANK OF MONTREAL
By--------------------------------------
Title:
0
XXX XXXX XX XXX XXXX
By--------------------------------------
Title:
BANQUE PARIBAS
By--------------------------------------
Title:
CORESTATES BANK, N.A.
By--------------------------------------
Title:
CAISSE NATIONALE DE CREDIT
AGRICOLE
By--------------------------------------
Title:
CITY NATIONAL BANK
By--------------------------------------
Title:
6
CREDIT LYONNAIS NEW YORK
BRANCH
By--------------------------------------
Title:
DAI-ICHI KANGYO BANK, LIMITED
By--------------------------------------
Title:
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By--------------------------------------
Title:
By--------------------------------------
Title:
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By--------------------------------------
Title:
7
GIROCREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By--------------------------------------
Title:
By--------------------------------------
Title:
IMPERIAL BANK
By--------------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By--------------------------------------
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD. NEW YORK BRANCH
By--------------------------------------
Title:
8
NATIONSBANK, N.A.
By--------------------------------------
Title:
SUMITOMO BANK OF CALIFORNIA
By--------------------------------------
Title:
THE TOKAI BANK, LIMITED
By--------------------------------------
Title:
TOYO TRUST & BANKING CO., LTD
By--------------------------------------
Title:
UNION BANK OF CALIFORNIA, N.A.
By--------------------------------------
Title:
THE YASUDA TRUST & BANKING
CO., LTD., NY BRANCH
By--------------------------------------
Title:
9
BANK POLSKA KASA OPIEKI, S.A.
By--------------------------------------
Title:
10
