SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT
EXHIBIT 10.31
SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT
THIS SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Second Amendment”) is made
and entered into as of February 12, 2008 among AMERICAN COLOR GRAPHICS, INC., a New York
corporation (together with any permitted successors and assigns, “ACG”), AMERICAN COLOR
GRAPHICS FINANCE, LLC, a Delaware limited liability company (together with any permitted successors
and assigns, “ACG Finance” and, together with ACG, the “ACG Parties”), the
financial institutions identified on the signature pages hereof as Lenders (collectively, the
“Lenders”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) and as collateral agent (in such capacity, the “Collateral
Agent”).
RECITALS
1. ACG Finance, the Administrative Agent, the Collateral Agent and the Lenders are
parties to that certain Credit Agreement, dated as of September 26, 2006, as amended by that
certain Omnibus Amendment of Loan Documents, dated as of June 13, 2007 (the “Omnibus
Amendment”) and as further amended by that Amendment and Temporary Waiver Agreement, dated as
of November 14, 2007 (the “First Amendment”) (as amended prior to the date hereof, the
“Existing Credit Agreement”); ACG Finance, ACG, in its capacity as servicer (in such
capacity, the “Servicer”) and the Administrative Agent are parties to that certain
Servicing Agreement, dated as of September 26, 2006, as amended by that certain First Amendment to
Servicing Agreement, dated as of March 30, 2007, as further amended by the Omnibus Amendment, as
further amended by that certain letter amendment dated July 3, 2007, and as further amended by the
First Amendment (as amended prior to the date hereof, the “Existing Servicing Agreement” );
and ACG Finance and ACG are parties to that certain Contribution and Sale Agreement, dated as of
September 26, 2006 (the “Existing Contribution Agreement”).
2. The ACG Parties have been unable to satisfy the requirements of (i) Section 5.01(a) of the
Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i)
of the Existing Contribution Agreement, with respect to delivery of an opinion by its certified
public accountants not subject to a going concern qualification, for the fiscal year ending March
31, 2007, and (ii) Section 5.3 of the Existing Servicing Agreement, with respect to the fiscal
quarters ending September 30, 2007 and December 31, 2007 (collectively with any Default existing as
a result of the ACG Parties’ acknowledgements set forth in Section 2.1(c) of the First Amendment or
in Section 2.1(c) of this Second Amendment, the “Existing Defaults”). Subject to the terms
and conditions of the First Amendment, the Lenders agreed to waive the Existing Defaults for the
period from September 30, 2007 through and including February 15, 2008 (the “Original Waiver
Period”).
3. The ACG Parties have requested that the Lenders (i) extend the Original Waiver Period with
respect to the Existing Defaults through and including March 13, 2008, and (ii) continue to make
available to ACG Finance the Loans.
4. The Lenders are willing to extend the Original Waiver Period and continue to make available
the Loans to ACG Finance, based upon and subject to the terms and conditions specified in this
Second Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
Definitions
Definitions
Section 1.1. Certain Definitions. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Second Amendment have the following meanings:
“Amended Credit Agreement” means the Existing Credit Agreement as
amended hereby.
“Amended Servicing Agreement” means the Existing Servicing Agreement
as amended hereby.
“Second Amendment Effective Date” shall mean, in accordance with
Article V of this Second Amendment, the date upon which the ACG Parties satisfied
in the determination of the Administrative Agent and the Lenders (or satisfaction
thereof has been waived by the Administrative Agent and the Lenders) each of the
conditions set forth in Article V of this Second Amendment.
“Second Amendment Fee Letter” means the letter agreement, dated as of
the Second Amendment Effective Date, between the ACG Finance and the
Administrative Agent.
Section 1.2. Other Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Second Amendment have the meanings provided in the Amended
Credit Agreement.
ARTICLE II
Limited Waiver and Reaffirmation
Limited Waiver and Reaffirmation
Section 2.1. Limited Waiver. (a) The ACG Parties acknowledge that the Existing
Defaults result from the ACG Parties’ failure to be able to comply with (i) the financial covenant
contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest
September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a)
of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section
5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be
accompanied by the opinion of its certified public accountants not subject to a going concern
qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the
occurrence of) the Second Amendment Effective Date, the Lenders hereby waive the Existing Defaults
through and including March 13, 2008 (the “Waiver Period”) for all purposes of the Existing
Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing
Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s
obligation to comply with the terms of Section 5.3 of the Existing Servicing Agreement as measured
for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii)
ACG’s obligation to comply with the terms of
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Section 5.3 of the Existing Servicing Agreement as measured at the end of any fiscal quarter other
than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’
obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section
3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution
Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to
comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the
Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any
fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation
to comply fully with any other duty, term, condition, obligation or covenant contained in the
Amended Credit Agreement or the other Loan Documents.
(b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to
constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender
may have under the Amended Credit Agreement, any other Loan Document, or under applicable law; it
being understood that the Administrative Agent and the Lenders may not exercise their rights and
remedies with respect to the Existing Defaults during the Waiver Period as long as no other
Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth
herein shall be effective only in this specific instance for the duration of the Waiver Period and
shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default,
Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the
Administrative Agent and the Lenders shall have no obligation to extend the limited waiver or
otherwise amend, modify or waive any provision of the Amended Credit Agreement, the Existing
Servicing Agreement, the Existing Contribution Agreement or the other Loan Documents at the end of
the Waiver Period. The provisions and agreements set forth in this Second Amendment shall not
establish a custom or course of dealing or conduct between the Administrative Agent, any Lender,
ACG Finance, ACG or any other ACG Party.
(c) The ACG Parties acknowledge and agree that unless the Agent and Required Lenders further
amend the Amended Credit Agreement, the Existing Servicing Agreement and the Existing Contribution
Agreement or otherwise agree in writing to continue this waiver beyond March 13, 2008, an Event of
Default and a Servicer Default will occur under the Amended Credit Agreement and the Existing
Servicing Agreement as of March 14, 2008, for which no grace period or cure period shall apply, and
the Administrative Agent and the Lenders may pursue all rights and remedies available to them under
the Amended Credit Agreement, the other Loan Documents and applicable law. The ACG Parties further
acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default
(other than the Existing Defaults) now exist or hereafter arise during the Waiver Period, the
Administrative Agent and the Lenders may immediately pursue all rights and remedies available to
them in respect thereof under the Amended Credit Agreement, the other Loan Documents, and
applicable law.
(d) The ACG Parties acknowledge and agree that the making of any Credit Extension pursuant to
the Amended Credit Agreement following the occurrence of the Existing Defaults does not now, and
will not in the future, constitute (i) an agreement or obligation, whether implied or express, on
the part of the Lenders to make any Credit Extension in the future, after the expiration of the
Waiver Period, to the extent that the Existing Defaults exist upon the expiration of the Waiver
Period, or (ii) a waiver by the Agent or the Lenders of any of their respective rights or remedies
at any time, now or in the future, with respect to the Existing Defaults or to any other Default or
Event of Default.
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Section 2.2. Reaffirmation of ACG Party Obligations. Each ACG Party hereby ratifies
the Amended Credit Agreement and the other Loan Documents and acknowledges and reaffirms (i) that
it is bound by all terms of the Amended Credit Agreement and the other Loan Documents and (ii) that
it is responsible for the observance and full performance of the Obligations, including without
limitation the repayment of the Loans, in accordance with the terms of the Amended Credit
Agreement. Without limiting the generality of the preceding sentence, each of the ACG Parties
agrees that all references in the Loan Documents to the term “Obligations” shall be deemed to
include all of the obligations of the ACG Parties to the Lenders, the Administrative Agent and the
Collateral Agent, whenever arising, under the Amended Credit Agreement or any of the other Loan
Documents (including, but not limited to, any interest, expenses and cost and charges that accrue
after the commencement by or against any ACG Party or any Affiliate thereof or any proceedings
under the Bankruptcy Code naming such Person as the debtor in such proceeding). Each ACG Party
further represents and warrants to the Administrative Agent and the Lenders that each is validly
and justly indebted to the Agent and the Lenders in accordance with the Loan Documents and that
none of the ACG Parties has any claims, counterclaims, offsets, credits or defenses to the Loan
Documents or the performance of their respective obligations thereunder, or if any ACG Party has
any such claims, counterclaims, offsets, credits or defenses to the Loan Documents or any
transaction related to the Loan Documents, the same are hereby fully and irrevocably waived,
relinquished and released in consideration of the execution and delivery of this Amendment by the
Administrative Agent and the Lenders.
ARTICLE III
Amendments to Loan Documents
Part 1: Amendment to Existing Credit Agreement
Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the
Existing Credit Agreement is hereby amended in accordance with this Article III. Except as so
amended, the Existing Credit Agreement shall continue in full force and effect as the Amended
Credit Agreement.
Section 3.1. Addition of New Definitions in Section 1.01. Section 1.01 of the
Existing Credit Agreement is amended by adding the following definitions in the appropriate
alphabetical order:
“Second Amendment” means that certain Second Amendment and
Temporary Waiver Agreement, dated as of February 12, 2008, among ACG, ACG
Finance, the Lenders, the Administrative Agent and the Collateral Agent.
“Second Amendment Effective Date” means the date upon which each
of the conditions precedent to the effectiveness of the Second Amendment, as
set forth in Article V of the Second Amendment, have been satisfied according
to the terms thereof.
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Section 3.2. Amendment of Definition of “Applicable Margin.” The definition of
“Applicable Margin” in Section 1.01 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
“Applicable Margin” means, for Prime Rate Loans, 5.25% and for LIBO
Loans, 6.25%, provided, however, that notwithstanding anything to the contrary
set forth herein, upon the occurrence and during the continuance of an Event of
Default interest shall accrue at the rate set forth in Section 2.11.
Section 3.3. Amendment of Definition of “Prime Rate”. The definition of “Prime Rate”
in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as
follows:
“Prime Rate” means for any day a fluctuating rate per annum equal
to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) 6.00% or
(c) the rate of interest in effect for such day as publicly announced from time
to time by Bank of America as its “prime rate” for loans in Dollars. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank
of America’s costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such rate
announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change.
Section 3.4. Amendment of Definition of “Interest Payment Date.” The definition of
“Interest Payment Date” in Section 1.01 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
“Interest Payment Date” means (a) as to any Loan other than a Prime
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; and (b) as to any Prime Rate Loan, the second Business Day of each
calendar month (for interest accruing through the last day of the most recently
ended calendar month) and the Maturity Date.
Section 3.5. Amendment of Section 2.04. Section 2.04 of the Existing Credit Agreement
is hereby amended by adding a new subsection (d) which reads in its entirety as follows:
(d) Notwithstanding any contrary term or provision of this Agreement, from
and after the Second Amendment Effective Date, all Loans
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shall be made as Prime Rate Loans, no existing LIBO Loans shall be continued,
and no Prime Rate Loans shall be converted into LIBO Loans. If the Borrower
requests a Borrowing of, conversion to, or continuation of LIBO Loans after the
Second Amendment Effective Date, then such request shall be deemed to have been
a request for a Prime Rate Loan. Any outstanding LIBO Loans as of the Second
Amendment Effective Date shall continue to accrue interest on the outstanding
principal amount thereof for the remainder of the applicable Interest Period at
the Adjusted LIBO Rate plus the Applicable Margin (without giving effect to this
Second Amendment), and on the last day of the Interest Period then in effect
with respect to any such LIBO Loans, such Loans shall be automatically converted
to Prime Rate Loans.
Part 2: Amendment to Existing Servicing Agreement
Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the
Existing Servicing Agreement is hereby amended in accordance with this Article III. Except as so
amended, the Existing Servicing Agreement shall continue in full force and effect as the Amended
Servicing Agreement.
Section 3.6.
Addition of New Definitions in Section 1.1.
Section 1.1 of the Existing Servicing Agreement is amended by
adding the following definition in the appropriate alphabetical order:
“Total
Availability” means, as of any date of determination, the
sum, as of the close of the prior Business Day, of (i) the
Aggregate Revolving Commitments (as defined in the ACG Senior
Facility) minus the Total Revolving Outstandings (as defined in the
ACG Senior Facility), (ii) the amount of ACG Finance’s Availability,
and (iii) the amount of additional Availability that would be
created under the Credit Agreement (as amended from time to time), as
of any date of determination, if the Seller were to transfer all
additional qualifying receivables to ACG Finance pursuant to the
terms and conditions of the Contribution Agreement (as amended from
time to time).
Section 3.7.
Amendment of Section 3.3 of the Servicing Agreement.
Section 3.3 of the Servicing Agreement is hereby amended by
deleting the word “and” at the end of section 3.3(e),
replacing the period at the end of subsection 3.3(f) with a
semi-colon and the word “and”, and adding a new
subsection (g) which reads as follows:
(g)
for each Business Day beginning as of February 15, 2008, deliver
to the Administrative Agent, a certificate, in form, detail and
substance reasonably satisfactory to the Administrative Agent, signed
by the chief financial officer or the vice president and assistant
treasurer of the Servicer, calculating the Total Availability for the
immediately preceding Business Day.
Section 3.8.
Amendment of Section 5.4. Section 5.4 of the
Existing Servicing Agreement is hereby amended in its entirety to
read to follows:
5.4
Minimum Total Availability.
Permit
the Total Availability at any time from and after February 15,
2008 to be less than the corresponding amounts indicated for each of
the following periods:
| Period | Minimum Total Availability | |||
From
February 15, 2008 through February 20, 2008 |
$ | 2,500,000 | ||
From
February 21, 2008 through February 24, 2008 |
$ | 3,500,000 | ||
From
February 25, 2008 through March 5, 2008 |
$ | 1,500,000 | ||
From and
after March 6, 2008 |
$ | 4,000,000 | ||
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ARTICLE IV
Representations and Warranties
The ACG Parties represent and warrant to the Administrative Agent, the Collateral Agent, the
Lenders and each other that, on and as of the Second Amendment Effective Date, and after giving
effect to this Second Amendment:
Section 4.1 Authority. Each of the ACG Parties has all the necessary corporate or
limited liability company power to make, execute, deliver, and perform this Second Amendment, has
taken all necessary corporate or limited liability company action to authorize the execution,
delivery and performance of this Second Amendment and has duly executed and delivered this Second
Amendment. This Second Amendment and the Loan Documents constitute the legal, valid and binding
obligations of each of the ACG Parties that is a party thereto, enforceable against each of them in
accordance with their terms except as such enforceability may be subject to (a) the Bankruptcy Code
and (b) general principles of equity.
Section 4.2 No Legal Obstacle to Agreement. Neither the execution of this Second
Amendment, the making by the Borrower of any borrowings under the Amended Credit Agreement, nor the
performance of the Amended Credit Agreement or any other Loan Document has constituted or resulted
in or will constitute or result in a breach of the provisions of any contract to which an ACG Party
is a party, or the violation of any law, judgment, decree or governmental order, rule or regulation
applicable to an ACG Party, or result in the creation under any agreement or instrument of any
security interest, lien, charge, or encumbrance upon any of the assets of an ACG Party. No
approval or authorization of any governmental authority is required to permit the execution,
delivery or performance by an ACG Party of this Second Amendment, the Amended Credit Agreement or
the transactions contemplated hereby or thereby, or the making by the Borrower of any borrowings
under the Amended Credit Agreement.
Section 4.3 Incorporation of Certain Representations. The representations and
warranties set forth in Article IV of the Existing Servicing Agreement and in Article III of the
Amended Credit Agreement are true and correct in all material respects on and as of the Second
Amendment Effective Date as though made on and as of the date hereof except for any representations
and warranties that expressly relate solely to an earlier date, which representations and
warranties were true and accurate in all material respects on and as of such earlier date.
Section 4.4 Default. No Servicer Default, Default or Event of Default has occurred
and is continuing under the Amended Credit Agreement or the Existing Servicing Agreement (other
than the Existing Defaults).
ARTICLE V
Conditions to Effectiveness
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This Second Amendment shall be and become effective as of the Second Amendment Effective Date
provided that each of the conditions set forth in this Article V shall have been satisfied in the
determination of the Administrative Agent and the Lenders (or satisfaction thereof has been waived
by the Administrative Agent and the Lenders) on or before February 13, 2008.
Section 5.1 Counterparts of Second Amendment. The Administrative Agent shall have
received counterparts (or other evidence of execution, including telephonic message, satisfactory
to the Administrative Agent) of this Second Amendment, which collectively shall have been duly
executed on behalf of each of ACG Finance, ACG, the Lenders and the Administrative Agent.
Section 5.2 Corporate Action. The ACG Parties shall have delivered to the
Administrative Agent certified copies of all necessary corporate action taken by each ACG Party
approving this Second Amendment, and each of the documents executed and delivered in connection
herewith or therewith (including, without limitation, a certificate setting forth the resolutions
of the board of directors of each ACG Party authorizing the Second Amendments to the Existing
Credit Agreement and the Existing Servicing Agreement herein provided for and the execution,
delivery and performance of this Second Amendment). The Administrative Agent shall have received a
certificate, signed by the Secretary or an Assistant Secretary of each ACG Party, dated as of the
date hereof, as to the incumbency of the person or persons authorized to execute and deliver this
Second Amendment and any instrument or agreement required hereunder on behalf of each ACG Party, as
applicable.
Section 5.3 Amendment Fee. ACG Finance shall have paid to the Administrative Agent an
amendment fee, for the account of each Lender, based upon each Lender’s Commitment, in such amount
as set forth in the Second Amendment Fee Letter.
Section 5.4 Out-of-Pocket Costs. ACG Finance shall have paid any and all reasonable
out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent (including the
reasonable fees and expenses of the Administrative Agent’s legal counsel), and all other fees and
amounts payable to the Administrative Agent in connection with this Second Amendment.
Section 5.5 Legal Opinion. The Administrative Agent shall have received a favorable
legal opinion, addressed to the Administrative Agent, from ACG Finance’s and ACG’s legal counsel,
reasonably acceptable to the Administrative Agent in form and substance, opining, among other
matters, that (i) the ACG Parties’ entry into and performance of this Second Amendment and the
Amended Credit Agreement does not contravene the obligations, covenants, or restrictions applicable
to the ACG Parties under the Second Lien Indenture or any other material agreement of the ACG
Parties, and (ii) the ACG Parties’ execution and delivery of this Second Amendment has been duly
authorized by all necessary corporate action.
Section 5.6 Effectiveness of Sixth Amendment. Each of the conditions set forth in
Part 5 of that certain Sixth Amendment to Amended and Restated Credit Agreement and Temporary
Waiver Agreement, dated as of even date herewith, among ACG, ACG Holdings, Inc., Bank of America,
N.A. as Administrative Agent (“Administrative Agent”), and the lenders named therein (the
“ACG Lenders”) shall have been satisfied in the determination of the Administrative Agent
and the ACG Lenders (or satisfaction thereof has been waived by the Administrative Agent and the
ACG Lenders) in accordance with the terms thereof.
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ARTICLE VI
Miscellaneous
Section 6.1 Instrument Pursuant to Existing Credit Agreement. This Second Amendment
is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with the terms
and provisions of the Existing Credit Agreement.
Section 6.2 Effect. Except as expressly herein amended, the terms and conditions of
the Existing Credit Agreement, the Existing Servicing Agreement and the other Loan Documents shall
remain in full force and effect without amendment or modification, express or implied. The entering
into this Second Amendment by the Lenders shall not be construed or interpreted as an agreement by
the Lenders to enter into any future amendment or modification of the Amended Credit Agreement or
any of the other Loan Documents. For the avoidance of doubt, the changes in the definition of
“Applicable Margin” and “Prime Rate” effected by the Second Amendment shall not apply retroactively
to any period prior to the Second Amendment Effective Date.
Section 6.3 References in Other Loan Documents. At such time as this Second Amendment
shall become effective pursuant to the terms of Article V hereof, all references in the Loan
Documents to the “Servicing Agreement” shall be deemed to refer to the Amended Servicing Agreement,
and all references in the Loan Documents to the “Credit Agreement” shall be deemed to refer to the
Amended Credit Agreement.
Section 6.4 Counterparts. This Second Amendment may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument. Any signature delivered or transmitted
by a party by facsimile transmission shall be deemed to be an original signature hereto.
Section 6.5 Integration; Jointly Drafted Document. This Second Amendment, together
with the Loan Documents, contains the entire and exclusive agreement of the parties hereto with
reference to the matters discussed herein and therein. This Second Amendment supersedes all prior
drafts and communications with respect thereto. This Second Amendment may not be amended except in
writing. This Second Amendment has been jointly drafted by the respective parties hereto, and no
legal doctrine providing for construction or interpretation against the drafter shall have any
applicability to this Second Amendment.
Section 6.6 Further Assurances. ACG Finance and ACG agree to take such further
actions as the Administrative Agent shall reasonably request from time to time in connection
herewith to evidence or give effect to the amendments set forth herein or any of the transactions
contemplated hereby.
Section 6.7 Governing Law. THIS SECOND AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE LAWS OF
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THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.
Section 6.8 Successors and Assigns. This Second Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.
Section 6.9 Costs, Expenses. ACG agrees to pay on demand any and all reasonable costs
and expenses of the Administrative Agent and the Collateral Agent and all other fees and other
amounts payable to the Administrative Agent and the Collateral Agent, in each case incurred in
connection with the preparation, execution, delivery and administration of this Second Amendment
(including, without limitation, the reasonable fees and expenses of counsel to the Administrative
Agent) in accordance with the terms of Section 9.03 of the Credit Agreement.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
and delivered as of the date first written above.
| AMERICAN COLOR GRAPHICS, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President/CFO | |||
| AMERICAN COLOR GRAPHICS FINANCE, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | President | |||
[signatures continued]
| BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Managing Director | |||
[signatures continued]
