FOURTH AMENDMENT
FOURTH AMENDMENT (this "Amendment"), dated as of May 14, 1999, among BIG
FLOWER HOLDINGS, INC., a Delaware corporation ("Holdings"), BIG FLOWER PRESS
HOLDINGS, INC., a Delaware corporation ("BFPH"), TREASURE CHEST ADVERTISING
COMPANY, INC., a Delaware corporation and a Wholly-Owned Subsidiary of BFPH
("Treasure Chest"), WEBCRAFT, INC., a Delaware corporation and a Wholly-Owned
Subsidiary of BFPH ("Webcraft"), BIG FLOWER DIGITAL SERVICES, INC., a Delaware
corporation and a Wholly-Owned Subsidiary of BFPH ("BF Digital"), BIG FLOWER
LIMITED, a Wholly-Owned Subsidiary of BFPH 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 BF Digital and a limited company organized under the laws of
England ("BFDSL"), TROYPEAK LIMITED, an indirect Wholly-Owned Subsidiary of BF
Digital and a limited company organized under the laws of England ("Troypeak"),
PISMO LIMITED, an indirect Wholly-Owned Subsidiary of BF Digital and a limited
company organized under the laws of England ("Pismo"), and BROADCAST SYSTEMS
SOFTWARE LIMITED, an indirect Wholly-Owned Subsidiary of BF Digital and a
limited company organized under the laws of England ("Broadcast", and together
with Treasure Chest, Webcraft, BF Digital, BFL, Olwen, BFDSL, Troypeak and
Pismo, the "Borrowers", and each, a "Borrower"), the Banks from time to time
party to the Credit Agreement referred to below, BANK OF AMERICA NT & SA and THE
INDUSTRIAL BANK OF JAPAN, LIMITED, as Co-Agents (collectively, the "Co-Agents,"
and each, a "Co-Agent"), CREDIT SUISSE FIRST BOSTON, as Documentation Agent, and
BANKERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent"). 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, BFPH, the Borrowers, the Banks, the Co-Agents, the
Documentation Agent and the Administrative Agent are parties to an Amended and
Restated Credit Agreement, dated as of June 22, 1998 (as in effect on the date
hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS TO CREDIT AGREEMENT.
1. Section 9.05(vii) of the Credit Agreement is hereby amended by inserting
the text "as provided by this clause (y)" immediately following the word
"Investment" appearing in the proviso to clause (y) of said Section.
2. The definition of "Available Basket Amount" appearing in Section 11.01 of
the Credit Agreement is hereby amended by (a) deleting the amount "$25,000,000"
appearing therein and inserting in lieu thereof the amount "$50,000,000" and (b)
inserting the following text immediately following, but prior to the period
ending, clause (vii) of said definition:
"PLUS, (viii) if positive, an amount equal to 50% of the remainder of (x)
the Cumulative Capital Gains Amount on such date LESS (y) $25,000,000".
3. Section 11.01 of the Credit Agreement is hereby further amended by adding
the following new definitions in appropriate alphabetical order in said Section:
"Consolidated Subsidiary" shall mean each Subsidiary of Holdings the
financial results of which are consolidated with those of Holdings, in
accordance with GAAP, for financial reporting purposes.
"Cumulative Capital Gains Amount" shall mean, at any date, an amount
equal to the remainder of (x) the aggregate amount of all capital gains
realized by Holdings (on a consolidated basis) upon the sale or other
disposition after the Fourth Amendment Effective Date of all or any part
of any Investment made pursuant to Section 9.05(vii) (other than an
Investment in a Consolidated Subsidiary) LESS (y) the aggregate amount of
all capital losses realized by Holdings (on a consolidated basis) upon
the sale or other disposition after the Fourth Amendment Effective Date
of all or any part of any Investment made pursuant to Section 9.05(vii)
(other than an Investment in a Consolidated Subsidiary).
"Fourth Amendment" shall mean the Fourth Amendment to this Agreement,
dated as of May 14, 1999.
"Fourth Amendment Effective Date" shall have the meaning provided in
the Fourth Amendment.
II. MISCELLANEOUS PROVISIONS.
1. In order to induce the Banks 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 Fourth 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 Fourth 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
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 Holdings 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 each Credit Agreement Party and the Banks constituting 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 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.
* * *
2
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 HOLDINGS, INC.,
as a Guarantor
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BIG FLOWER PRESS HOLDINGS, INC.,
as a Guarantor
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
TREASURE CHEST ADVERTISING COMPANY, INC.,
as a Borrower and a Guarantor
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
WEBCRAFT, INC.,
as a Borrower and a Guarantor
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BIG FLOWER DIGITAL SERVICES, INC.,
as a Borrower and a Guarantor
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BIG FLOWER LIMITED,
as a Borrower
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
OLWEN DIRECT MAIL LIMITED,
as a Borrower
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
TROYPEAK LIMITED,
as a Borrower
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
PISMO LIMITED,
as a Borrower
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BIG FLOWER DIGITAL SERVICES LIMITED,
as a Borrower
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BROADCAST SYSTEMS SOFTWARE LIMITED,
as a Borrower
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BANKERS TRUST COMPANY,
Individually, and as Administrative Agent
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
CREDIT SUISSE FIRST BOSTON,
Individually
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
CREDIT SUISSE FIRST BOSTON,
as Documentation Agent
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
ABN AMRO BANK N.V.,
NEW YORK BRANCH
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BANK OF AMERICA NT & SA
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BANKBOSTON, N.A.
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BANK OF MONTREAL
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
THE BANK OF NEW YORK
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
BANK POLSKA KASA OPIEKI, S.A.
PEKAO S.A. Group, New York Branch
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
PARIBAS
By
-----------------------------------------
Title:
FIRST UNION NATIONAL BANK
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
CREDIT AGRICOLE INDOSUEZ
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
CITY NATIONAL BANK
By
-----------------------------------------
Title:
CREDIT LYONNAIS, NEW YORK BRANCH
By
-----------------------------------------
Title:
DAI-ICHI KANGYO BANK, LIMITED
By
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Title:
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By
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Title:
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN AG
By
-----------------------------------------
Title:
IMPERIAL BANK
By
-----------------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
NATIONSBANK, N.A.
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
CALIFORNIA BANK AND TRUST,
formerly Sumitomo Bank of California
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
THE TOKAI BANK, LIMITED
By
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Title:
THE TOYO TRUST & BANKING CO., LTD.
By
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Title:
UNION BANK OF CALIFORNIA, N.A.
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
MICHIGAN NATIONAL CORPORATION
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ AUTHORIZED SIGNATORY
-----------------------------------------
Title:
