EXHIBIT 10.2
AMENDMENT NO. 2
---------------
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as
of September 29, 2000 (this "Amendment"), by and among WORKFLOW MANAGEMENT, INC.
---------
("Workflow"), DATA BUSINESS FORMS LIMITED ("DBF" and, together with Workflow,
---
the "Borrowers"), FLEET NATIONAL BANK ("FNB"), the other lending institutions
--------- ---
party thereto (together with FNB, the "Lenders") and FNB as administrative agent
-------
for the Lenders (the " Agent"), amends certain provisions of the Amended and
-----
Restated Credit Agreement, dated as of March 10, 2000, among the Borrowers, the
Lenders, the Agent and the other parties thereto (as amended and in effect from
time to time, the "Credit Agreement"). Capitalized terms used herein without
----------------
definition shall have the meanings assigned to such terms in the Credit
Agreement.
WHEREAS, the Borrowers, the Lenders and the Agent desire to amend
certain provisions of the Credit Agreement as provided more fully herein below;
NOW THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement and herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
(S)1. Amendments to the Credit Agreement.
----------------------------------
(S)1.1. Amendment to Section 6.05(a) of the Credit Agreement. Section
----------------------------------------------------
6.05(a) of the Credit Agreement is hereby amended by inserting a period in place
of the comma following the word "Subsidiaries" in the second line thereof, and
deleting the remainder of said Section 6.05(a).
(S)1.2. Amendment to Section 7.15 of the Credit Agreement. Section 7
-------------------------------------------------
.15 of the Credit Agreement is hereby deleted in its entirety and replaced with
the phrase "intentionally omitted.":
(S)1.3. Amendment to Section 8.04 of the Credit Agreement. Section
-------------------------------------------------
8.04 of the Credit Agreement is hereby amended by inserting in the final
sentence of such section following the word "Code", the phrase "to a Person
other than Workflow or a Subsidiary of Workflow,".
(S)1.4 Amendment to Section 8.07 of the Credit Agreement. Section
-------------------------------------------------
8.07(a) is hereby amended by deleting the text following subclause "(z)" and
inserting in its place the following:
"so long as no Default or Event of Default exists at the time
of such repurchase or would result therefrom. Workflow may (i)
repurchase its common stock and/or (ii) loan funds to management
employees of Workflow
2
pursuant to promissory notes collaterally assigned to the Agent for the
benefit of the Banks solely for the purpose of financing the purchase
by such management employees of Workflow common stock, provided, that
--------
the aggregate amount of such loans shall not exceed $5,000,000 and the
aggregate amount expended by Workflow for repurchases and loans
referred to in clauses (i) and (ii) shall not exceed $10,000,000."
(S)1.5 Amendment to Section 8.09(a) of the Credit Agreement. Section
----------------------------------------------------
8.09(a) of the Credit Agreement is hereby amended by deleting the ratio
"4.00:1.00" therein and replacing it with the ratio "3.75:1.00."
(S)1.6 Amendments to Section 10 of the Credit Agreement.
------------------------------------------------
(a) Section 10 of the Credit Agreement is hereby amended by
deleting the defined terms "Cash/Cancel Escrow Account" and "Cash/Cancel
Transaction" and the related definitions in their entirety.
(b) Section 10 of the Credit Agreement is hereby further amended
by inserting at the end of the definition of "Capital Expenditure Amount"
immediately preceding the period, the following: "provided that of such Capital
--------
Expenditure Amount, no more than $3,000,000 shall be expended by or for the
benefit of xXxxxxxxx.xxx in any fiscal year."
(S)2. Affirmation and Acknowledgment. Each Borrower hereby ratifies
------------------------------
and confirms all of its Obligations to the Lenders. the Collateral Agent, the
Canadian Co-Agent and the Agent, including, without limitation, the Loans and
the Letter of Credit Outstandings, and each Borrower hereby affirms its absolute
and unconditional promise to pay to the Lenders the Loans made to it and all
other amounts due under the Credit Agreement as amended hereby. Each Borrower
hereby confirms that the Obligations are and remain secured pursuant to the
Security Documents and pursuant to all other instruments and documents executed
and delivered by each Borrower as security for the Obligations.
(S)3. Representations and Warranties. Each Borrower hereby
------------------------------
represents and warrants to the Lenders, the Collateral Agent, the Canadian
CoAgent and the Agent as follows:
(a) The execution and delivery by each Borrower of this Amendment
and the performance by each Borrower of its obligations and agreements under
this Amendment and the Credit Agreement as amended hereby are within the
corporate authority of such Borrower, have been duly authorized by all necessary
corporate proceedings on behalf of such Borrower, and do not and will not
contravene any provision of law, statute, rule or regulation to which such
Borrower is subject or any of such Borrower's charter, other incorporation
papers, by-laws or any stock provision or any amendment thereof or of any
agreement or other instrument binding upon such Borrower.
(b) Each of this Amendment and the Credit Agreement as amended
hereby constitutes legal, valid and binding obligations of each Borrower,
enforceable in
3
accordance with their respective terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors' rights.
(c) No approval or consent of, or filing with, any governmental
agency or authority is required to make valid and legally binding the execution,
delivery or performance by each Borrower of this Amendment or the Credit
Agreement as amended hereby.
(d) The representations and warranties contained in ss.6 of the
Credit Agreement are true and correct at and as of the date made and as of the
date hereof, except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the other Credit Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date.
(e) Each Borrower has performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it prior to or at the time hereof, and as of the date hereof,
before and after giving effect to the provisions hereof, there exists no Event
of Default or Default.
(S)4. Effectiveness. This Amendment shall become effective upon the
-------------
satisfaction of the following conditions precedent:
(S)4.1. Loan Documents. Each of this Amendment and all
--------------
related documents shall have been duly executed and delivered by the
respective parties thereto, shall be in full force and effect and
shall be in form and substance reasonably satisfactory to the Agent.
(S)4.2. Corporate Action. All corporate action necessary for
----------------
the valid execution, delivery and performance by each Borrower of this
Amendment and each of the related documents to which it is or is to
become a party, shall have been duly and effectively taken, and
evidence thereof reasonably satisfactory to the Agent shall have been
provided to the Agent.
(S)4.3. Proceedings and Documents. All proceedings in
-------------------------
connection with the transactions contemplated by this Amendment and
all other documents incident hereto shall be reasonably satisfactory
in substance and in form to the Lenders and to the Agent.
(S)5. Miscellaneous Provisions.
------------------------
(a) Except as otherwise expressly provided by this Amendment, all
of the terms, conditions and provisions of the Credit Agreement shall remain the
same. It is declared and agreed by each of the parties hereto that the Credit
Agreement, as amended hereby, shall continue in full force and effect, and that
this Amendment and the Credit Agreement shall be read and construed as one
instrument.
4
(b) This Amendment is intended to take effect as an agreement
under seal and shall be construed according to and governed by the laws of the
Commonwealth of Massachusetts.
(c) This Amendment may be executed in any number of counterparts,
but all such counterparts shall together constitute but one instrument. In
making proof of this Amendment, it shall not be necessary to produce or account
for more than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
(d) Each Borrower hereby agrees to pay to the Agent, on demand by
the agent, all reasonable out-of-pocket costs and expenses incurred or sustained
by the Agent in connection with the preparation of this Amendment (including
legal fees).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
a document under seal as of the date first above written.
WORKFLOW MANAGEMENT, INC.
By______________________________
Name:
Title:
DATA BUSINESS FORMS LIMITED
By______________________________
Name:
Title:
FLEET NATIONAL BANK
Individually and as Agent
By______________________________
Name:
Title:
BANK ONE, N.A.
By______________________________
Name:
Title:
COMERICA BANK
By______________________________
Name:
Title:
BANK OF AMERICA
By______________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By______________________________
Name:
Title:
NATIONAL CITY BANK
By______________________________
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
By______________________________
Name:
Title:
CHEVY CHASE BANK, F.S.B.
By______________________________
Name:
Title:
TORONTO-DOMINION BANK
By______________________________
Name:
Title:
NATIONAL BANK OF CANADA
By______________________________
Name:
Title:
BANK OF MONTREAL
By______________________________
Name:
Title:
