EXHIBIT 10.18
AMENDMENT No. 2, dated as of September 30, 1997 ("Amendment"), to the
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CREDIT AGREEMENT, dated as of October 30, 1996 (as the same may be further
amended, supplemented or otherwise modified from time to time, the "Agreement")
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among DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED, a Delaware corporation, as
borrower (the "Company"), XXXXXX TRUST AND SAVINGS BANK, as Administrative Agent
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(in such capacity, the "Administrative Agent"), and the other financial
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institutions parties thereto (the "Banks").
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W I T N E S E T H :
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WHEREAS, the parties hereto wish to amend certain provisions of the
Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, terms defined in
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the Agreement shall be used herein as so defined.
2. Amendments.
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(i) The definition of "Consolidated EBITA" in Section 1.01 is amended
in its entirety to read as follows:
"Consolidated EBITA" means, for any period, on a consolidated basis
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for the Company and its Consolidated Subsidiaries, the sum of the amounts
for such period of (a) Consolidated Net Income (before non-recurring or
extraordinary gains, losses, expenses and charges, provided that they are
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identified as such on the Company'S financial statements), plus (b) charges
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against income for foreign, federal, state and local taxes, plus (c)
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Consolidated Interest Expense, plus (d) amortization of intangible assets,
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plus (e) one-time charges aggregating $6,110,000 incurred in the fiscal
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quarter ended September 30, 1997."
(ii) The last paragraph of the definition of "Applicable Margin" in
Section 1.01 is amended in its entirety to read as follows:
"Level I Status shall apply to the period from the date hereof until the
first date on which financial statements are due pursuant to Section 5.02.
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For any date thereafter, Level Status shall be adjusted after each delivery
of the Company's quarterly or annual financial statements pursuant to
Section 5.02, effective on the date such financial statements are delivered
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pursuant to Section 5.02; provided, that if timely delivery of such
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financial statements is not made, Level III Status shall be deemed to exist
from the day on which such financial statements were required to be
delivered until such delivery is made, after which time the Level Status
shall be determined from the delivered financial statements.
Notwithstanding the foregoing, Level II Status shall be deemed to exist
from October 27, 1997, until the date Level Status is adjusted based on the
Company's delivery of its 1997 annual financial statements pursuant to
Section 5.02(b)."
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(iii) The last paragraph of Section 2.04(a) is amended in its
entirety to read as follows:
"Level I Status shall apply to the period from the date hereof until the
first date on which financial statements are due pursuant to Section 5.02.
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For any date thereafter, Level Status shall be adjusted after each delivery
of the Company's quarterly or annual financial statements pursuant to
Section 5.02 effective on the date such financial statements are delivered
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pursuant to Section 5.02; provided, that if timely delivery of such
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financial statements is not made, Level III Status shall be deemed to exist
from the day on which such financial statements were required to be
delivered until such delivery is made, after which time Level Status shall
be determined from the delivered financial statements. Notwithstanding the
foregoing, Level II Status shall be deemed to exist from October 27, 1997,
until the date Level Status is adjusted based on the Company's delivery of
its 1997 annual financial statements pursuant to Section 5.02(b)."
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(iv) Section 5.12 is amended in its entirety to read as follows:
"The Company will, as of the end of each fiscal quarter, maintain a
Fixed Charge Coverage Ratio of not less than 2 to 1."
3. Conditions Precedent. Section 2(i) of this Amendment shall
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become effective and be deemed effective as of September 30, 1997, and Sections
2(ii), 2(iii) and 2(iv) of this Amendment shall become effective and be deemed
effective as of the date hereof, subject to the Administrative Agent's receipt
of this Amendment, duly executed by the Company and Xxxxxx Trust and Savings
Bank, as Administrative Agent and sole Bank.
4. Covenants, Representations and Warranties.
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(i) Upon the effectiveness of this Amendment, the Company reaffirms
all covenants, representations and warranties made by it in the
Credit Agreement and agrees that all such covenants,
representations and warranties shall be deemed to have been
remade as of September 30, 1997.
(ii) The Company represents and warrants that, after giving effect to
this Amendment, no event has occurred and is continuing or would
result from the execution, delivery or performance of this
Amendment which constitutes or would constitute an Event of
Default or which would constitute an Event of Default but for
the requirement that notice be given or time elapse or both.
(iii) The Company represents and warrants that the execution, delivery
and performance of this Amendment by it (i) are within its
corporate powers and (ii) have been duly authorized by all
necessary corporate action on its part. The Company further
represents and warrants that this Amendment, as of the date it
becomes effective, will constitute a valid and binding agreement
of the Company, enforceable against the Company in accordance
with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization or other laws relating to
or affecting the enforcement of creditors' rights generally or
by equitable principles.
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5. Reference to and Effect on Agreement. Upon the effectiveness of
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this Amendment, each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein," "hereby" or words of like import shall mean and
be a reference to the Agreement as amended hereby, and each reference to the
Agreement in any instrument, document or agreement executed or delivered in
connection with the Agreement (including without limitation this Amendment)
shall mean and be a reference to the Agreement as amended hereby.
6. Continuing Effect. Except as expressly amended hereby, the
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Agreement shall continue to be and shall remain in full force and effect in
accordance with its terms.
7. Governing Law. This Amendment shall be governed by, and
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construed and interpreted in accordance with, the internal laws (as opposed to
conflict of laws principles) of the State of Illinois.
8. Counterparts; Delivery of Facsimiles. This Amendment may be
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executed by the parties hereto in any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually-signed counterpart
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their properly and duly authorized officers as
of the day and year first above written.
DONNELLEY ENTERPRISE SOLUTIONS
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman, President and CEO
XXXXXX TRUST AND SAVINGS BANK,
as Administrative Agent and as a Bank
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice President
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