EXHIBIT 10.26
SEVENTH AMENDMENT TO CREDIT AGREEMENT
SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
November 22, 2002, among XXXXXX HOLDINGS, INC. (f/k/a Big Flower Holdings,
Inc.), a Delaware corporation ("Holdings"), XXXXXX, INC. (f/k/a Big Flower Press
Holdings, Inc.), a Delaware corporation ("Xxxxxx"), XXXXXX LIMITED (f/k/a Big
Flower Limited), a Wholly-Owned Subsidiary of Xxxxxx and a limited company
organized under the laws of England ("VL"), XXXXXX DIRECT MARKETING SERVICES
(CROYDON) LIMITED (f/k/a Olwen Direct Mail Limited), a Wholly-Owned Subsidiary
of VL and a limited company organized under the laws of England ("VDMS"), XXXXXX
DIGITAL SERVICES LIMITED (f/k/a Big Flower Digital Services Limited), an
indirect Wholly-Owned Subsidiary of Xxxxxx and a limited company organized under
the laws of England ("VDSL"), FUSION PREMEDIA GROUP LIMITED (f/k/a Troypeak
Limited), an indirect Wholly-Owned Subsidiary of Xxxxxx and a limited company
organized under the laws of England ("Fusion"), PISMO LIMITED, an indirect
Wholly-Owned Subsidiary of Xxxxxx and a limited company organized under the laws
of England ("Pismo"), XXXXXX DIRECT RESPONSE LIMITED (f/k/a Colorgraphic Direct
Response Limited), a Wholly-Owned Subsidiary of VL and a limited company
organized under the laws of England ("VDRL"), and THE ADMAGIC GROUP LIMITED, an
indirect Wholly-Owned Subsidiary of Xxxxxx and a limited company organized under
the laws of England ("Admagic" and, together with Vertis, VL, VDMS, VDSL,
Fusion, Pismo and VDRL, the "Borrowers", and each, a "Borrower"), the Lenders
from time to time party to the Credit Agreement referred to below, X.X. XXXXXX
SECURITIES, INC. and DEUTSCHE BANK SECURITIES, INC., as Joint Lead Arrangers and
Joint Book Managers (in such capacity, the "Joint Lead Arrangers"), JPMORGAN
CHASE BANK (f/k/a The Chase Manhattan Bank), as Administrative Agent (the
"Administrative Agent"), DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers
Trust Company), as Syndication Agent, BANK OF AMERICA, N.A., as Documentation
Agent, and certain Managing Agents party to the Credit Agreement. 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, the Borrowers, the Lenders, the Agents, the Joint
Lead Arrangers and the Managing Agents are parties to a Credit Agreement, dated
as of December 7, 1999 (as amended, modified or supplemented from time to time
to, but not including, 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. AMENDMENT TO CREDIT AGREEMENT.
1. Section 4.02(i) of the Credit Agreement is hereby amended by
deleting the text "the first (and only the first)" appearing in subclause (y) of
the proviso appearing in the last sentence of said Section and inserting word
"any" in lieu thereof.
II. Miscellaneous Provisions.
1. In order to induce the Lenders 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 Seventh Amendment
Effective Date (as defined below), 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 Seventh 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 Seventh 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 "Seventh
Amendment Effective Date") when each of the following conditions shall have been
satisfied:
(i) each Credit Agreement Party, the Administrative Agent, the Lenders
constituting the Required Lenders and the Lenders holding Tranche A Term
Loans constituting the Majority Lenders of such Tranche of Term Loans 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;
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(ii) to the extent required by the Senior Subordinated Credit
Agreement, the Lenders shall have received an amendment to the Senior
Subordinated Credit Agreement executed by Xxxxxx, the subsidiaries of
Xxxxxx party thereto and the Required Lenders under, and as defined in, the
Senior Subordinated Credit Agreement, which amendment shall be in form and
substance satisfactory to the Administrative Agent; and
(iii) Holdings and Xxxxxx shall have paid to the Administrative Agent
and the Lenders all fees, costs and expenses payable to the Administrative
Agent and the Lenders to the extent then due.
6. From and after the Seventh 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.
* * *
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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.
XXXXXX HOLDINGS, INC. (f/k/a Big Flower
Holdings, Inc.), as a Guarantor
By
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Name:
Title:
XXXXXX, INC. (f/k/a Big Flower Press Holdings,
Inc.), as a Borrower and a Guarantor
By
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Name:
Title:
XXXXXX LIMITED (f/k/a Big Flower Limited),
as a Borrower
By
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Name:
Title:
FUSION PREMEDIA GROUP LIMITED (f/k/a
Troypeak Limited), as a Borrower
By
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Name:
Title:
PISMO LIMITED, as a Borrower
By
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Name:
Title:
XXXXXX DIRECT RESPONSE LIMITED (f/k/a
Colorgraphic Direct Response Limited),
as a Borrower
By
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Name:
Title:
XXXXXX DIRECT MARKETING SERVICES
(CROYDON) LIMITED
By
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Name:
Title:
XXXXXX DIGITAL SERVICES LIMITED
By
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Name:
Title:
JPMORGAN CHASE BANK,
Individually, and as Administrative Agent
By
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Name:
Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS (f/k/a Bankers Trust Company),
Individually, and as Syndication Agent
By
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Name:
Title:
BANK OF AMERICA, N.A.
Individually, and as Documentation Agent
By
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Name:
Title:
[OTHER LENDERS]
By
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Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By
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Name:
Title:
FLEET NATIONAL BANK
By
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Name:
Title:
Each of undersigned Subsidiaries of Holdings hereby consents to the provisions
of this Amendment.
ABACUS STUDIOS LIMITED, as a U.K.
Subsidiary Guarantor
By
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Name:
Title:
ADMAGIC LIMITED, as a U.K. Subsidiary Guarantor
By
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Name:
Title:
PRODUCTION REPSONSE LIMITED, as a U.K.
Subsidiary Guarantor
By
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Name:
Title:
XXXXXX DIRECT MARKETING SERVICES
(LEICESTER) LIMITED., as a U.K. Subsidiary
Guarantor
By
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Name:
Title:
XXXXXX FULFILLMENT SERVICES, LIMITED.,
as a U.K. Subsidiary Guarantor
By
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Name:
Title:
XXXXXX XXXXXX XXXXXX, LIMITED, as a
U.K. Subsidiary Guarantor
By
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Name:
Title:
XXXXXX MAILING SERVICES LIMITED, as a
U.K. Subsidiary Guarantor
By
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Name:
Title:
XXXXXX MARKETING SERVICES LIMITED, as
a U.K. Subsidiary Guarantor
By
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Name:
Title:
