SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of February 3,
1999, among ACG HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERICAN
COLOR GRAPHICS, INC., a New York corporation (the "Borrower"), the lenders party
to the Credit Agreement referred to below (the "Lenders"), GENERAL ELECTRIC
CAPITAL CORPORATION, as Documentation Agent (in such capacity, the
"Documentation Agent"), XXXXXX XXXXXXX SENIOR FUNDING, INC., as Syndication
Agent (in such capacity, the "Syndication Agent"), and BANKERS TRUST COMPANY, as
Administrative Agent (in such capacity, the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Lenders, the
Documentation Agent, the Syndication Agent and the Administrative Agent are
parties to a Credit Agreement, dated as of August 15, 1995 and amended and
restated as of May 8, 1998 and further amended as of June 8, 1998 (the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.1 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (h) appearing in said Section,
(ii) deleting the period at the end of clause (i) appearing in said Section and
inserting the text "; and" in lieu thereof and (iii) inserting the following new
clause (j) after clause (i) appearing in said Section:
"(j) so long as no Default or Event of Default then
exists or would exist after giving effect to the respective
sale, the Borrower may sell on the open-market Senior
Subordinated Notes acquired by the Borrower in accordance with
the requirements of Section 8.12."
2. Section 8.12 of the Credit Agreement is hereby amended by
(i) inserting the text "(x)" immediately following the text "except that, so
long as no Default or Event of Default then exists or would exist after giving
effect thereto," and (ii) inserting the following text immediately after proviso
appearing in clause (i) of said Section:
"and (y) the Borrower may repurchase on the open-market Senior
Subordinated Notes in an aggregate principal amount not to
exceed $5,000,000 for all such repurchases pursuant to this
clause (y)".
3. 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.
4. 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.
5. 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.
6. This Amendment shall become effective on the date (the
"Second Amendment Effective Date") when (i) Holdings, the Borrower, the
Administrative Agent, the Documentation Agent, the Syndication Agent and the
Lenders constituting the Required Lenders 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.
7. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
ACG HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: EVP & CFO
AMERICAN COLOR GRAPHICS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: EVP & CFO
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
Individually and as Documentation Agent
By: /s/ Xxxx Xxxxxxxx Xxxxxx
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Name: Xxxx Xxxxxxxx Xxxxxx
Title: Manager-Operations
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
Individually and as Syndication Agent
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Principal
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
as Attorney-in-Fact and on behalf of
First Allmerica Financial Life Insurance
Company, as Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
CYPRESSTREE INVESTMENT
PARTNERS 1, LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
FINOVA CAPITAL CORPORATION
By: /s/ Xxxxx Rujawutz
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Name: Xxxxx Rujawutz
Title: AVP
FREMONT FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
OAK HILL SECURITIES FUND, L.P.
By:
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Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: Pilgrim America Investments, Inc.,
as its Investment Manager
By:
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Name:
Title:
PPM AMERICA SPECIAL INVESTMENTS FUND, L.P.
By: PPM America, Inc.
By:
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Name:
Title:
PPM AMERICA SPECIAL INVESTMENTS CBO II, L.P.
By: PPM America, Inc.
By:
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Name:
Title:
SANWA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: 1st V.P.
TRANSAMERICA BUSINESS CREDIT CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent