Exhibit 10.11
AMENDMENT TO PURCHASE AGREEMENT
This AMENDMENT dated as of January 31, 1997 (the "Amendment") to the
RECEIVABLES PURCHASE AGREEMENT, dated as of March 19, 1996, as previously
amended as of April 25, 1996, June 10, 1996 and September 24, 1996 (the
"Purchase Agreement"), is made among BIG FLOWER PRESS HOLDINGS, INC., a Delaware
corporation as initial servicer ("Big Flower"), PRINTCO., INC., a Michigan
corporation ("PrintCo"), certain other direct or indirect domestic subsidiaries
of Big Flower that are listed on the signature pages hereto (such subsidiaries,
with PrintCo, being collectively referred to herein as the "Sellers"), and BFP
RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"). Capitalized terms
have the meanings that Appendix A to the Purchase Agreement assigns to them,
except as otherwise defined in this Amendment, and this Amendment shall be
interpreted in accordance with the conventions set forth in Part B of such
Appendix A.
WHEREAS, Buyer intends pursuant to the Pooling Agreement to transfer
its interests in the Receivables, being sold to Buyer pursuant to the Purchase
Agreement and hereunder, to the Trust in order to, among other things, finance
its purchases under the Purchase Agreement and hereunder; and
WHEREAS, PrintCo has become a Domestic Subsidiary of Big Flower; and
Big Flower, Buyer, PrintCo and the other Sellers each desire pursuant to the
terms of this Amendment to add PrintCo as a Seller under, and party to, the
Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
SECTION 1. Addition of PrintCo as a Seller. Each of the parties
hereto agrees that PrintCo shall be added as of the Addition Date (as defined
herein) as a party to, and as a Seller under, the Purchase Agreement subject to
all of the terms and conditions thereof and the obligations, covenants and
warranties of a Seller thereunder to the same extent as if PrintCo were an
original party thereto and a Seller thereunder, except as may be expressly
provided otherwise in this Amendment.
SECTION 2. Amendments to the Purchase Agreement. From and
after the Addition Date:
(a) The term "First Issuance Date" shall mean, with respect to the
Receivables of PrintCo, the Addition Date;
(b) The term "Sellers" shall include PrintCo;
(c) Schedules 1 through 5 to the Purchase Agreement shall be deemed
to include Schedules 1A through 5A attached hereto; and
(d) The "Addition Date" shall be the first Business Day following
the close of the Calculation Period that includes January 1997.
SECTION 3. Effectiveness. The amendments provided for by this
Amendment shall become effective upon receipt by Buyer (and receipt of copies
thereof by the Trustee) of the following, in each case in form and substance
satisfactory to the Buyer:
(a) Confirmation from the Rating Agencies to the effect that the
addition of the Receivables of PrintCo as contemplated hereby will not
result in a reduction or withdrawal of any ratings in effect with respect
to any outstanding Investor Certificates;
(b) Counterparts of this Amendment, duly executed by the parties
hereto;
(c) A Seller Assignment Certificate, duly executed by PrintCo;
(d) A Confirmation of Guaranty with respect to PrintCo's
Obligations, duly executed by Big Flower;
(e) A supplement to the Monthly Report as described in Section
3.5(e) of the Pooling Agreement; and
(f) A copy of the UCC-1 financing statement with respect to the
Receivables of PrintCo, naming PrintCo as debtor, Buyer as secured party
and the Trustee as the assignee of the secured party, file-stamped by the
Michigan filing office to evidence the filing thereof.
SECTION 4. Purchase Agreement in Full Force and Effect as Amended.
Except as specifically amended hereby, all of the terms and conditions of the
Purchase Agreement shall remain in full force and effect. All references to the
Purchase Agreement in any other document or instrument shall be deemed to mean
such Purchase Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Purchase Agreement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms and
obligations of the Purchase Agreement, as amended by this Amendment, as though
the terms and obligations of the Purchase Agreement were set forth herein.
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SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by separate parties hereto on separate counterparts,
each of which when executed shall be deemed an original, but all such
counterparts taken together shall constitute one and the same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Notices, Etc. Supplementing Section 10.2 (Notices) in the
Purchase Agreement, the address or facsimile number of PrintCo is as set forth
under its name on the signature page hereof.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
WEBCRAFT CHEMICALS, INC. TREASURE CHEST ADVERTISING
COMPANY, INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Title: Secretary Title: Secretary
LASER TECH COLOR, INC. WEBCRAFT TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Title: Secretary Title: Secretary
BFP RECEIVABLES CORPORATION PRINTCO., INC.
By: /s/ Xxxx Xxxxx By: /s/ Xxxx X. Xxxxxxxx
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Title: Vice President Title: Secretary
Address: 0000 Xxxx Xxx Xxxxxx Xxxxxx
BIG FLOWER PRESS Xxxxxxxxxx, Xxxxxxxx 00000
HOLDINGS, INC. Attention: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By: /s/ Xxxx X. Xxxxxxxx
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Title: Executive Vice President
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XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 29th day of January, 1997 before me personally came Xxxx Xxxxxxxx
to me known, who, being by me duly sworn, did depose and say that he resides at
New York, New York; that he is Secretary of PrintCo., Inc., a Michigan
corporation, the corporation described in and that executed the foregoing
instrument; and that he signed his name thereto by order of the board of
directors of the corporation.
Given under my hand and notarial seal, this 29th day of January, 1997.
/s/ Xxxx Xxxx
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Notary Public
Type or
Print Name: Xxxx Xxxx
No. 5066715
My commission expires:
September 30, 1998
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