EXHIBIT 4.7
LIMITED WAIVER
This LIMITED WAIVER (the "Waiver") is dated as of June 30, 1998 and
entered into by and among XXXX GRAPHIC SYSTEMS, INC., a corporation organized
under the laws of the State of Delaware ("Company") and whose registered
office is at 000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, XXXX GRAPHIC SYSTEMS
LIMITED (Company Number 3212468), a company organized under the laws of
England ("Xxxx UK") and whose registered office is at Xxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx XX0 0XX, XXXX SYSTEMES GRAPHIQUES NANTES, S.A., a SOCIETE
ANONYME organized under the laws of the Republic of France ("Xxxx France")
and whose registered office is at 00, xxx xx Xxxxxx, 00000 Xxxxxx, XXXX
GRAPHIC SYSTEMS JAPAN CORPORATION, a corporation organized under the laws of
Japan ("Xxxx Japan"; and together with Company, Xxxx UK and Xxxx France, the
"Borrowers") and whose registered office is at Mitsuya Xxxxxxxxx Xxxxxxxx,
00-00 Xxxxxxxxx 0-Xxxxx, Xxxxxx-Xx, Xxxxx 000, THE FINANCIAL INSTITUTIONS
ACTING AS LENDERS AND LISTED ON THE SIGNATURE PAGES HEREOF, THE FINANCIAL
INSTITUTIONS ACTING AS INDEMNIFYING LENDERS AND LISTED ON THE SIGNATURE PAGES
HEREOF, BANKERS TRUST COMPANY, as administrative agent for the Lenders (in
such capacity, "Administrative Agent") and whose registered office is at One
Bankers Trust Plaza, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and
CREDIT SUISSE FIRST BOSTON ("CSFB"), as syndication agent for Lenders (in
such capacity, "Syndication Agent") and whose offices are at 00 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and, for purposes of Section 6 hereof, the
guarantors listed on the signature pages hereof, and is made with reference
to that certain Amended and Restated Multicurrency Credit Agreement dated as
of January 29, 1998, by and among Borrowers, Lenders, Indemnifying Lenders,
Administrative Agent, Syndication Agent and certain other parties (the
"Credit Agreement"). Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Borrowers and Lenders desire to waive certain financial
covenants set forth in the Credit Agreement for the time period set forth
herein and to specify the interest rates applicable during such time period,
all as more specifically provided for herein;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as
follows:
Section 1. CONDITIONAL WAIVER
Subject to the terms and conditions set forth herein and in reliance on
the representations and warranties of Borrowers herein contained, Lenders
hereby waive for the period commencing on June 30, 1998 and ending on August
31, 1998 (the "Waiver Period") compliance with the provisions of subsections
7.6A, 7.6B, 7.6C and 7.6D of the Credit Agreement; PROVIDED that at no time
during the Waiver Period shall Company permit:
(i) the ratio of Consolidated Adjusted EBITDA for the twelve-month
period ended June 30, 1998 to Consolidated Fixed Charges for the
twelve-month period ended June 30, 1998 to be less than 0.80:1.00;
(ii) the ratio of Consolidated Total Debt as of June 30, 1998 to
Consolidated Adjusted EBITDA for the twelve-month period ended June 30,
1998 to exceed 9.60:1.00;
(iii) Consolidated Adjusted EBITDA for the three-month period ended
June 30, 1998 to be less than $6,500,000; and
(iv) Consolidated Net Worth as of June 30, 1998 to be less than
$70,000,000;
PROVIDED FURTHER that notwithstanding anything to the contrary contained in the
Credit Agreement at all times during the Waiver Period for all purposes of the
Credit Agreement the Applicable Offshore Rate Margin shall be 2.50% per annum
and the Applicable Base Rate Margin shall be 1.50% per annum.
Section 2. LIMITATION OF WAIVER
Without limiting the generality of the provisions of subsection 10.6
of the Credit Agreement, the waiver set forth above shall be limited precisely
as written and relates solely to the noncompliance by Company with the
provisions of subsections 7.6A, 7.6B, 7.6C and 7.6D of the Credit Agreement
during the Waiver Period to the extent described above, and nothing in this
Waiver shall be deemed to:
(a) constitute a waiver of compliance by Company with respect to
(i) subsections 7.6A, 7.6B, 7.6C and 7.6D of the Credit Agreement in any
other instance or (ii) any other term, provisions or condition of the
Credit Agreement or any other instrument or agreement referred to
therein; or
(b) prejudice any right or remedy that Administrative Agent or any
Lender may now have (except to the extent such right or remedy was based
upon existing defaults that will not exist after giving effect to this
Waiver) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.
Section 3. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Waiver, Borrowers hereby
represent and warrant that after giving effect to this Waiver:
(a) as of the date hereof, there exists no Event of Default or
Potential Event of Default under the Credit Agreement;
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(b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and complete in
all material respects on and as of the date hereof except to the extent
such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date; and
c) as of the date hereof, Borrowers have performed all agreements
to be performed by Borrowers as set forth in the Credit Agreement.
Section 4. COUNTERPARTS; EFFECTIVENESS
This Waiver may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Waiver shall become effective as of the date hereof upon the
execution of counterparts hereby by Borrowers and Holdings and Subsidiary
Guarantor and by Lenders constituting Requisite Lenders and receipt by
Borrowers and Administrative Agent of written or telephonic notification of
such execution and authorization of delivery thereof.
Section 5. GOVERNING LAW
THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION
SECTION 5-1491 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Section 6. ACKNOWLEDGEMENT AND CONSENT BY HOLDINGS AND SUBSIDIARY GUARANTOR
Each of Holdings and Subsidiary Guarantor hereby acknowledges that it
has read this Waiver and consents to the terms thereof and further hereby
confirms and agrees that, notwithstanding the effectiveness of this Waiver,
the obligations of each of Holdings and Subsidiary Guarantor under the
Holdings Guaranty and the Subsidiary Guaranty, respectively, shall not be
impaired or affected and each of the Holdings Guaranty and the Subsidiary
Guaranty is, and shall continue to be, in full force and effect and is hereby
confirmed and ratified in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to
be duly executed and delivered by their respective officers thereunder duly
authorized as of the date first above written.
XXXX GRAPHIC SYSTEMS, INC., as a
Borrower
By:
Its:
XXXX GRAPHIC SYSTEMS LIMITED, as
a Borrower
By:
Its:
XXXX SYSTEMES GRAPHIQUES
NANTES, S.A., as a Borrower
By:
Its:
XXXX GRAPHIC SYSTEMS JAPAN
CORPORATION, as a Borrower
By:
Its:
GGS HOLDINGS, INC., as a Guarantor
By:
Its:
S-1
XXXX REALTY, L.L.C., as a Subsidiary
Guarantor
By:
Its:
S-2
BANKERS TRUST COMPANY, as
Administrative Agent and as a Lender
By:
Its:
S-3
CREDIT SUISSE FIRST BOSTON, as
Syndication Agent, as a Lender and as an
Indemnifying Lender
By:
Its:
S-4
THE BANK OF NOVA SCOTIA, as a
Lender
By:
Its:
S-5
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION, as a Lender
By:
Its:
S-6
THE BANK OF NEW YORK, as a Lender
By:
Its:
S-7
NATIONSBANK, N.A., as a Lender
By:
Its:
S-8
CREDIT AGRICOLE INDOSUEZ, as a
Lender
By:
Its:
S-9
DEUTSCHE FINANCIAL SERVICES
CORPORATION, as a Lender and as an
Indemnifying Lender
By:
Its:
S-10
THE FIRST NATIONAL BANK OF
CHICAGO, as a Lender
By:
Its:
S-11
THE FUJI BANK, LIMITED, as a Lender
and as an Indemnifying Lender
By:
Its:
S-12
XXXXXX TRUST AND SAVINGS BANK,
as a Lender
By:
Its:
S-13
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY, as a Lender
By:
Its:
S-14
LASALLE NATIONAL BANK, as a Lender
By:
Its:
X-00
XXXXXXXX XXXX XX XXXXXX, A
CANADIAN CHARTERED BANK, as a
Lender
By:
Its:
S-16
THE SANWA BANK, LIMITED,
CHICAGO BRANCH, as a Lender and as an
Indemnifying Lender
By:
Its:
S-17
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender and as an
Indemnifying Lender
By:
Its:
X-00
XXXXXXXX XXXXXXXXXXX XXXX XXX,
XXXXXX BRANCH, as a Lender
By:
Its:
X-00
XXXXXXXX XXXXXXXXXXX XXXX XXX,
XXX XXXX BRANCH, as a Lender
By:
Its:
S-20
BARCLAYS BANK PLC, as a Lender
By:
Its:
X-00
XXXXXXXX XXXX XX, XXX XXXX AND
GRAND CAYMAN BRANCHES, as a
Lender
By:
Its:
S-22
CIBC INC., as a Lender and as an
Indemnifying Lender
By:
Its:
S-23
