EXHIBIT 10.2 WAIVER, CONSENT AND AMENDMENT, dated as of December 22, 1999, to the Senior Subordinated Credit Agreement, dated as of December 7, 1999, among Big Flower Press Holdings, Inc., a Delaware corporation (the "Company"), Big Flower Holdings,...
EXHIBIT 10.2
WAIVER, CONSENT AND AMENDMENT, dated as of December 22, 1999, to the
Senior Subordinated Credit Agreement, dated as of December 7, 1999, among Big
Flower Press Holdings, Inc., a Delaware corporation (the "Company"), Big Flower
Holdings, Inc., a Delaware corporation ("Big Flower"), the Subsidiary Guarantors
named on the signature pages hereto, the Lenders named on the signature pages
hereto (the "Lenders") and Bankers Trust Company ("BTCo"), The Chase Manhattan
Bank ("Chase") and NationsBridge, L.L.C. ("Nations") as Agents for the Lenders
(in such capacity, the "Agents") (the "Credit Agreement"). Except as otherwise
indicated herein, capitalized terms used herein have the same meanings as set
forth in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to Section 12.6 of the Credit Agreement, the Company
desires to have the Required Lenders waive certain provisions of the Credit
Agreement and consent to the departure of the Company therefrom and to amend the
provisions of Section 12.2 of the Credit Agreement;
NOW THEREFORE, in consideration of the premises and covenants
contained herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. WAIVER AND CONSENT. (A) The Required Lenders hereby waive
compliance with and consent to the departure by the Company and its Restricted
Subsidiaries from the requirements contained in Section 6.4 (Investments;Joint
Ventures) of the Credit Agreement which limits the amount of the Investments
that the Company or any of its Restricted Subsidiaries can make, and the
Required Lenders hereby allow the Company without violating Section 6.4 of the
Credit Agreement to make a loan (the "Loan") to Cadogan Capital LLC in an amount
not to exceed $5.0 million; provided the Loan shall be used to make a direct or
indirect investment in Xxxx Xxxxx' idealab! and the Loan is repaid no later than
January 31, 2000. The Required Lenders also hereby waive compliance with and
consent to the departure by the Company with the requirements contained in
Section 6.8 (Transactions with Shareholders and Affiliates) of the Credit
Agreement with respect to the making of the Loan and agree that the making of
the Loan does not violate Section 6.8 of the Credit Agreement. The Required
Lenders hereby agree that the making of the Loan shall not constitute an Event
of Default or a Potential Event of Default under the Credit Agreement.
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2. AMENDMENT. Section 12.2 of the Credit Agreement is hereby amended
as follows:
(A) the proviso to the first sentence of Section 12.2A is hereby
amended to read "PROVIDED that prior to the Conversion Date Bankers Trust
Company shall be the book running syndication agent with respect to any
Syndication by a Lender as of the Closing Date and any such Syndication by a
Lender as of the Closing Date shall reduce the Lenders as of the Closing Date
Respective Commitments and Loans on a pro rata basis"; and
(B) the proviso to the sentence of Section 12.2B is hereby amended to
read "PROVIDED that prior to the Conversion Date Bankers Trust Company shall be
the book running agent with respect to any and all participations by a Lender as
of the Closing Date and any and all such participations shall be on a pro rata
basis with respect to all Lenders as of the Closing Date".
3. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Lenders and the Agents as follows:
(A) The representations and warranties of the Company and its
Subsidiaries contained in Article IV of the Credit Agreement are true and
correct in all material respects on and as of the date hereof as though made on
and as of this date (other than representations and warranties which by their
terms relate to an earlier date); and
(B) Upon the effectiveness of this Waiver, Consent and Amendment, no
Potential Event of Default or Event of Default has occurred and is continuing as
of the date hereof.
4. ADDITIONAL FEES. The Company agrees to pay on demand all costs,
fees and expenses of the Agents in connection with the preparation, execution
and delivery of this Waiver, Consent and Amendment, including the reasonable
fees and out-of-pocket expenses of counsel for the Agents with respect thereto.
5. SCOPE OF WAIVER, CONSENT AND AMENDMENT. Except as specifically
waived, consented and amended to hereby, the Credit Agreement shall remain
unchanged. It is declared and agreed by each of the parties hereto that the
Credit Agreement, subject to this Waiver, Consent and Amendment, shall continue,
in full force and effect, and that the Waiver, Consent and
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Amendment and the Credit Agreement shall be read as and shall constitute one
document.
6. COUNTERPARTS. This Waiver, Consent and Amendment may be executed
in multiple counterparts, and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
7. GOVERNING LAW. THIS WAIVER, CONSENT AND CONSENT SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
8. ACKNOWLEDGMENT AND CONSENT BY THE SUBSIDIARY-GUARANTORS. Each
Subsidiary Guarantor hereby acknowledges that it has read this Waiver, Consent
and Amendment and consents to the terms hereof and further confirms and agrees
that, notwithstanding the effectiveness of this Waiver, Consent and Amendment,
its obligations under its Guarantee shall not be impaired or affected and its
Guarantee is, and shall continue to be, in full force and effect and is hereby
confirmed and ratified in all respects.
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WITNESS the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.
COMPANY:
BIG FLOWER PRESS HOLDINGS,
INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President
SUBSIDIARY GUARANTORS:
TREASURE CHEST ADVERTISING
COMPANY, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
TREASURE CHEST ADVERTISING
COMPANY OF NEW YORK, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
TREASURE CHEST ADVERTISING
HOLDING COMPANY OF TEXAS,
INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
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TREASURE CHEST ADVERTISING
COMPANY OF TEXAS, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
PRINTCO, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
BF AVIATION CORP.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
X.X. XXXXX INCORPORATED
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
WEBCRAFT, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
COLORSTREAM TECHNOLOGIES,
INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
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WEBCRAFT MIDWEST, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
WEBCRAFT CHEMICALS, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
KSS TRANSPORTATION
CORPORATION
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
IMPCO ENTERPRISES, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
OLWEN INTERNATIONAL DIRECT
MAIL, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
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BIG FLOWER DIGITAL SERVICES,
INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
LASER TECH COLOR, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
PACIFIC COLOR CONNECTION,
INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
DCS, INCORPORATED
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
GAMMA ONE, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
IMMEDIA GRAPHICS, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
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ENTERON GROUP, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
MASTER EAGLE GRAPHICS
SERVICES, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
MASTER VU INCORPORATED
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
REVERE PHOTO PLATEMAKERS
COMPANY
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
COMPUTER COLOR GRAPHICS,
INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
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IMAGING CONSORTIUM, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
REACH AMERICA, INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
BIG FLOWER DIGITAL SERVICES
(DELAWARE), INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
BIG FLOWER DIGITAL LLC
By: BIG FLOWER DIGITAL
SERVICES (DELAWARE),
INC.
By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
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AGENTS:
BANKERS TRUST COMPANY,
as co-agent
By: /s/ X. X. Xxxxxx
-------------------------------
Name: X. X. Xxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK,
as co-agent
By: /s/ Xxxxxx Xxxx
-------------------------------
Name: Xxxxxx Xxxx
Title:
NATIONSBRIDGE, L.L.C.,
as co-agent
By: /s/ X. X. Xxxxx
-------------------------------
Name: X. X. Xxxxx
Title: Senior Vice President
REQUIRED LENDERS:
BANKERS TRUST CORPORATION
By:
-------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------
Name:
Title:
NATIONSBRIDGE, L.L.C.
By:
-------------------------------
Name:
Title:
