FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June
13, 1997, among BIG FLOWER PRESS HOLDINGS, INC. (the "Borrower"), the
financial institutions party to the Credit Agreement referred to below (the
"Banks"), BANK OF AMERICA NT & SA and THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as Co-Agents (the "Co-Agents"), CREDIT SUISSE FIRST BOSTON, as Documentation
Agent (the "Documentation Agent"), and BANKERS TRUST COMPANY, as
Administrative Agent (the "Administrative Agent") for the Banks. 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, the Borrower, the Banks, the Co-Agents, the Documentation Agent
and the Administrative Agent are parties to a Credit Agreement, dated as of
June 12, 1997 (as in effect on the date hereof, the "Credit Agreement");
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement as provided herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed;
I. Amendments to Credit Agreement.
1. Section 9.04(xiv) of the Credit Agreement is hereby amended by
inserting the following text at the end of said Section:
"; provided that the proceeds of any issue of Permitted Subordinated
Indebtedness issued as contemplated by the last sentence of the
definition thereof may, but shall not be required to be, used as
provided in preceding clause (y)(I)".
2. Section 9.10(b) of the Credit Agreement is hereby amended by
inserting the following text at the end of said Section:
"In addition, notwithstanding anything to the contrary contained above in
this Section 9.10, in the event of any issuance of Permitted Subordinated
Indebtedness as
contemplated by the last sentence of the definition thereof in an
aggregate principal amount in excess of $126,700,000, then so long as no
Default or Event of Default is in existence at the time of the respective
repurchase or redemption or immediately after giving effect thereto, the
Borrower may, on or prior to September 1, 0000, xxxxxxxxxx or redeem the
Existing 10-3/4% Senior Subordinated Notes in whole or in part."
3. The definition of "Permitted Subordinated Indebtedness" appearing in
Section 11.01 of the Credit Agreement is hereby amended by adding the
following sentence at the end of said definition:
"Notwithstanding anything to the contrary contained above in this
definition, if the Borrower issues its unsecured subordinated Indebtedness
for borrowed money in an aggregate principal amount not to exceed
$250,000,000 within 20 days following the Effective Date, such
Indebtedness will constitute Permitted Subordinated Indebtedness, so long
as (i) the per annum interest rate payable in respect of such Subordinated
Indebtedness is not greater than 9-1/4% (subject to increase by not more
than 1/2 of 1% for certain failures to effect, or maintain, registrations
of same with the SEC), (ii) such indebtedness is not guaranteed by any
Person other than the Borrower, (iii) such indebtedness has a final
maturity date not earlier than (and no scheduled repayments of principal
prior to) June 15, 2007, (iv) the documentation with respect to any such
subordinated Indebtedness does not contain (x) any covenants, defaults or
other terms that are less favorable in any material respect from the
perspective of the Banks than those contained in the Existing 10-3/4%
Senior Subordinated Note Indentures or (y) subordination provisions less
favorable from the perspective of the Banks than those contained in the
Existing 10-3/4% Senior Subordinated Note Indentures, it being understood,
however, that the change of control provision contained in the indenture
governing such subordinated Indebtedness may modified from that contained
in the Existing 10-3/4% Senior Subordinated Note Indentures to include a
change of control upon the "beneficial" owernship (as defined under Rule
13d-3 under the Exchange Act) of the Permitted Holders (as defined in the
Existing 10-3/4% Senior Subordinated Note Indentures) of more than 50% of
the combined voting power of the outstanding securities of the Borrower,
(v) the indenture pursuant to which to such subordinated Indebtedness is
issued is furnished to the Agents and the Banks (it being understood,
however, that such documentation shall not be subject to the approval of
the Agents or the Banks) and (vi) the indebtedness covenant contained in
such documentation shall allow up to $475,000,000 (which amount may be
reduced by repayments under this Agreement in satisfaction of the
application of net proceeds requirements of certain asset sales made
after the Effective Date, on substantially the same basis as is currently
provided in the Existing 10-3/4% Senior Subordinated Note Indentures)
aggregate principal amount of Loans to outstanding, which in any event
shall constitute "Senior Debt"
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thereunder, without being subject to compliance with an interest coverage or
similar financial test."
II. Miscellaneous Provisions.
1. In order to induce the Banks to enter into the Amendment, the Borrower
hereby represents and warrants that:
(a) no Default or Event of Default exists as of the First Amendment
Effective Date, both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects on the First Amendment Effective Date both before and after giving
effect to this Amendment, with the same effect as though such representations
and warranties had been made on and as of the First 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 the Borrower 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 "First
Amendment Effective Date") when each of the Borrower and the Required Banks
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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6. Form and after the First 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
amended 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.
Address:
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0 Xxxx 00xx Xxxxxx BIG FLOWER PRESS HOLDINGS, INC.
00xx Xxxxx
Xxx Xxxx, XX 00000
Tel: (000) 000-0000 By /s/ Xxxxx X. Xxxxxx
Fax: (000) 000-0000 ---------------------------------------
Title: Vice President
Attention: Secretary
One Bankers Trust Plaza BANKERS TRUST COMPANY,
000 Xxxxxxx Xxxxxx Individually and as Administrative Agent
Xxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000 By /s/ Xxxxxxx Xxxxxx
Attention: Xxxxxxx Xxxxxx --------------------------------------
Title: Vice-President
00 Xxxxxxx Xxxxxx CREDIT SUISSE FIRST BOSTON,
Xxx Xxxx, XX 00000 Individually
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Vice President
By /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Title: Associate
CREDIT SUISSE FIRST BOSTON,
as Documentation Agent
By /s/ Xxxxx X. Xxxxxx
--------------------------------------
Title: Associate
By /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Title: Associate
ABN AMRO BANK N.V.,
NEW YORK BRANCH
By /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Title: Group Vice President
By /s/ Xxxxxx X. Dry
--------------------------------------
Title: Group Vice President
BANK OF AMERICA, NT & SA
By /s/ Xxxxxxx X. Xxxx
--------------------------------------
Title: Vice President
BANKBOSTON, N.A.
By /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Title: Vice President
BANK OF MONTREAL
By /s/ X.X. XxXxxxxx
--------------------------------------
Title: Director
THE BANK OF NEW YORK
By /s/ Xxx Xxxxxxx
--------------------------------------
Title: Vice President
BANQUE PARIBAS
By /s/ Xxxx Xxxxxxxx
--------------------------------------
Title: Vice President
CORESTATES BANK, N.A.
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Title: Vice President
CAISSE NATIONALE DE CREDIT
AGRICOLE
By /s/ X. XxXxxxxxx
--------------------------------------
Title: Vice President
CITY NATIONAL BANK
By /s/ Xxxxxx Xxxxxxxxxxx
--------------------------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxx Xxx
--------------------------------------
Title: Vice President
DAI-ICHI KANGYO BANK, LIMITED
By /s/ Xxxxx X. XxXxxx
--------------------------------------
Title: Account Officer
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Xxxxx X. Xxx
--------------------------------------
Title: Assistant Vice President
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By /s/ Xxxxx Xxxxxxxx
--------------------------------------
Title: Vice President & Manager
GIROCREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
By /s/ Xxxxxxx Xxxxx
--------------------------------------
Title: First Vice-President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/ Takuya Honjo
--------------------------------------
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD. NEW YORK BRANCH
By /s/ Xxxxxx Xxxxxx
--------------------------------------
Title: Deputy General Manager
NATIONSBANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Title: Senior Vice President
SUMITOMO BANK OF CALIFORNIA
By /s/ Xxxxxxxxx X. Xxxx
--------------------------------------
Title: Assistant Vice President
THE TOKAI BANK, LIMITED
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Title: Deputy General Manager
UNION BANK OF CALIFORNIA, N.A.
By /s/ Ali Xxxxx Xxxxxxxxx
--------------------------------------
Title: Vice President
THE YASUDA TRUST & BANKING CO., LTD.,
NY BRANCH
By /s/ Xxxx Xxxxxxxxxxxxxx
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Title: Senior Vice President
