Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of August 22, 1996, among BIG FLOWER PRESS HOLDINGS, INC. ("Holdings"), TREASURE CHEST ADVERTISING COMPANY, INC. (the "Borrower"), the...Credit Agreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
W I T N E S S E T H :Credit Agreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
RECITALSAgreement and Plan of Reorganization • November 14th, 1997 • Big Flower Holdings Inc • Commercial printing • Delaware
SECTION 1.1. Definitions.....................................................2 ARTICLE 2 TRUST INDENTURE ACT SECTION 2.1. Trust Indenture Act; Application................................6 SECTION 2.2. List of...Guarantee Agreement • November 14th, 1997 • Big Flower Holdings Inc • Commercial printing • New York
Exhibit 10.13 SERIES 1996-2 SUPPLEMENT to POOLING AND SERVICING AGREEMENT dated as of October 4, 1996Termination Agreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
ARTICLE I AGREEMENT TO PURCHASE AND SELLReceivables Purchase Agreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
Trust Indenture Indenture Section Act SectionBig Flower Holdings Inc • November 14th, 1997 • Commercial printing • New York
andRights Agreement • November 4th, 1997 • Big Flower Holding Inc • Commercial printing • New York
ANDTrust Agreement • November 14th, 1997 • Big Flower Holdings Inc • Commercial printing • Delaware
CREDIT AGREEMENTCredit Agreement • June 16th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
REGISTRATION RIGHTS AGREEMENT Dated as of June 20, 1997 By and Among BIG FLOWER PRESS HOLDINGS, INC. and BT SECURITIES CORPORATION, CREDIT SUISSE FIRST BOSTON CORPORATION GOLDMAN, SACHS & CO., as Initial Purchasers 8-7/8% Senior Subordinated Notes due...Registration Rights Agreement • July 25th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 14, 1997Indenture • August 19th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERSStock Purchase Agreement • October 11th, 1996 • Big Flower Press Holdings Inc • Commercial printing • New York
Exhibit 10.12 BIG FLOWER RECEIVABLES MASTER TRUST POOLING AND SERVICING AGREEMENT dated as of March 19, 1996 (as amended as of April 25, 1996, June 10, 1996 and September 24, 1996)Pooling and Servicing Agreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
FLEET NATIONAL BANKIndenture • July 25th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
and - PETER RIVETT - and - ANDREW RUDDLE - and - 3i GROUP PLC AGREEMENTAgreement • October 3rd, 1997 • Big Flower Press Holdings Inc • Commercial printing
2,300,000 6% Convertible Quarterly Income Preferred Securities ("QUIPS(SM)*") (Liquidation Amount $50 Per Preferred Security)Big Flower Holdings Inc • November 14th, 1997 • Commercial printing • New York
the Book-Entry Transfer Facility to transfer such Private Notes into your account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Private...Agent Agreement • February 5th, 1999 • Big Flower Press Holdings Inc /Pred/ • Commercial printing • New York
FOURTH AMENDMENTFourth Amendment • August 12th, 1999 • Big Flower Press Holdings Inc /Pred/ • Commercial printing • New York
EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of October 15, 1997, among BIG FLOWER PRESS HOLDINGS, INC. (the "Borrower"), the financial institutions party to the Credit Agreement...Credit Agreement • November 14th, 1997 • Big Flower Holdings Inc • Commercial printing • New York
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,...Purchase Agreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
BIG FLOWER PRESS HOLDINGS, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
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...Credit Agreement • August 14th, 1997 • Big Flower Press Holdings Inc • Commercial printing • New York
REGISTRATION RIGHTS AGREEMENT Dated as of December 9, 1998 By and Among BIG FLOWER PRESS HOLDINGS, INC. and BT ALEX. BROWN INCORPORATED, CHASE SECURITIES INC. and GOLDMAN, SACHS & CO. as Initial Purchasers 8 5/8% Senior Subordinated Notes due 2008...Registration Rights Agreement • February 5th, 1999 • Big Flower Press Holdings Inc /Pred/ • Commercial printing • New York
November 4, 1997 Big Flower Holdings, Inc., 3 East 54th Street, New York, New York 10022. Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of 3,484,114 shares (the "Securities") of Common Stock, par value...Big Flower Holding Inc • November 4th, 1997 • Commercial printing
the Book-Entry Transfer Facility to transfer such Private Notes into your account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Private...Big Flower Press Holdings Inc /Pred/ • April 9th, 1999 • Commercial printing • New York
AGREEMENTAgreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • California
Exhibit 10.22 NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT (this "Agreement") dated April 27, 1994 by and between Treasure Chest Advertising Company, Inc., a Delaware corporation (the "Company"), and Brian T. Clemente ("BTC"). W I T N E S S E T...Non-Competition Agreement • March 26th, 1997 • Big Flower Press Holdings Inc • Commercial printing • Delaware
------------------------------------------------------------------------------- - EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of October 20, 1997 By and Among BIG FLOWER PRESS HOLDINGS, INC. and BT ALEX. BROWN INCORPORATED, CREDIT SUISSE FIRST...Registration Rights Agreement • February 11th, 1998 • Big Flower Press Holdings Inc /Pred/ • Commercial printing • New York
AMENDED AND RESTATED CREDIT AGREEMENT among BIG FLOWER HOLDINGS, INC., as a GUARANTOR, BIG FLOWER PRESS HOLDINGS, INC., as a GUARANTOR, VARIOUS SUBSIDIARIES OF BIG FLOWER PRESS HOLDINGS, INC., as BORROWERS, VARIOUS BANKS, BANK OF AMERICA NT & SA AND...Credit Agreement • August 14th, 1998 • Big Flower Press Holdings Inc /Pred/ • Commercial printing • New York
BIG FLOWER PRESS HOLDINGS, INC. as Issuer -------------------------- and STATE STREET BANK AND TRUST COMPANY -------------------------- as Trustee INDENTURE Dated as of December 9, 1998 up to $350,000,000 8 5/8% Senior Subordinated Notes due 2008Big Flower Press Holdings Inc /Pred/ • February 5th, 1999 • Commercial printing • New York
Big Flower Limited 5 Appold Street London EC2A 2HA Dear Sirs, We, Bankers Trust Company acting through our branch at [London] (the "Bank"), set out below the terms and conditions on which we are prepared to provide to you, Big Flower Limited, (the...Big Flower Holdings Inc • November 14th, 1997 • Commercial printing
PURCHASE AGREEMENTPurchase Agreement • October 11th, 1996 • Big Flower Press Holdings Inc • Commercial printing • Michigan
AMENDMENT TO INK SUPPLY REOUIREMENTS AGREEMENT This Amendment (the "Amendment") to the Ink Supply Requirements Agreement between the parties dated July 31, 1993 (the "Original Agreement") is made between TREASURE CHEST ADVERTISING COMPANY, INC., a...Supply Reouirements Agreement • March 26th, 1998 • Big Flower Press Holdings Inc /Pred/ • Commercial printing
Exhibit 10.14 SERIES 1996-3 SUPPLEMENT to POOLING AND SERVICING AGREEMENT dated as of October 4, 1996Big Flower Press Holdings Inc • March 26th, 1997 • Commercial printing • New York
