EXHIBIT 10.12
AMENDMENT XX. 00
Xxxxxxxxx Xx. 00, dated as of January 11, 2002 (the "Amendment"), to the
Senior Subordinated Credit Agreement, dated as of December 7, 1999, as amended,
among Xxxxxx, Inc. (f/k/a Big Flower Press Holdings, Inc.), a Delaware
corporation (the "Company"), Xxxxxx Holdings, Inc. (f/k/a Big Flower Holdings,
Inc.), a Delaware corporation ("Holdings"), the Subsidiary Guarantors named on
the signature pages hereto, the Lenders named on the signature pages hereto (the
"Lenders") and Bankers Trust Company, XX Xxxxxx Xxxxx Bank (f/k/a The Chase
Manhattan Bank) and Banc of America Bridge LLC (f/k/a NationsBridge, L.L.C.) 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 and
the Required Lenders desire to amend certain provisions 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. AMENDMENT. Section 5.13 of the Credit Agreement is hereby amended by
deleting the reference to January 11, 2002 in the first line of such section and
replacing it with January 18, 2002.
2. ADDITIONAL FEES. The Company agrees to pay on demand all costs and
expenses of the Agents and Lenders in connection with the preparation, execution
and delivery of this Amendment, including the reasonable fees and out-of-pocket
expenses of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Agents and Lenders, with
respect thereto.
3. SCOPE OF AMENDMENT. Except as specifically amended 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 Amendment, shall
continue, in full force and effect, and that the Amendment and the Credit
Agreement shall be read as and shall constitute one document.
4. COUNTERPARTS. This Amendment may be executed in multiple counterparts,
and by different parties hereto in separate counterparts, each of which when so
executed
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shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
5. GOVERNING LAW. THIS AMENDMENT 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.
6. ACKNOWLEDGMENT AND CONSENT BY THE SUBSIDIARY GUARANTORS. Each
Subsidiary Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms hereof and further confirms and agrees that,
notwithstanding the effectiveness of this 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.
XXXXXX, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXX HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
SUBSIDIARY GUARANTORS:
PRINTCO., INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Sr. VP, CFO and Asst. Treasurer
WEBCRAFT LLC
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
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WEBCRAFT CHEMICALS LLC
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
ENTERON GROUP LLC
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
BIG FLOWER DIGITAL SERVICES (DELAWARE),
INC.
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
BIG FLOWER DIGITAL LLC
By: BIG FLOWER DIGITAL SERVICES
(DELAWARE), INC.
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
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AGENTS:
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as co-agent
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
XX XXXXXX CHASE BANK
(formerly The Chase Manhattan Bank),
as co-agent
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
BANC OF AMERICA BRIDGE LLC,
as co-agent
By: /s/ Xxxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
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LENDERS:
DEUTSCHE BANK TRUST CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
XX XXXXXX XXXXX BANK
(formerly The Chase Manhattan Bank)
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
BANC OF AMERICA BRIDGE LLC
By: /s/ Xxxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By:
----------------------------------
Name:
Title:
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OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.,
its General Partner
By: Oak Hill Securities MGP II, Inc.,
its General Partner
By:
----------------------------------
Name:
Title:
D.K. ACQUISITION PARTNERS, L.P.
By: X.X. Xxxxxxxx & Co.,
its General Partner
By:
----------------------------------
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:
----------------------------------
Name:
Title:
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TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd.
as Investment Adviser
By:
----------------------------------
Name:
Title:
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW Advisers (Bermuda), Ltd.
as General Partner
By:
----------------------------------
Name:
Title:
FLEET CORPORATE FINANCE, INC.
By:
----------------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
----------------------------------
Name:
Title:
