EXHIBIT 10.4
EXECUTION
WORLD COLOR PRESS, INC.
LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT (this ``AMENDMENT'') is dated as of September 29,
1997 and entered into by and among WORLD COLOR PRESS, INC., a Delaware
corporation (``COMPANY''), the Lenders party to the Credit Agreement referred to
below on the date hereof (the ``LENDERS''), and BANKERS TRUST COMPANY, as
Administrative Agent, and, for purposes of Section 8 hereof, THE SUBSIDIARIES OF
COMPANY LISTED ON THE SIGNATURE PAGES HERETO (each a ``GUARANTOR'' and
collectively, the ``GUARANTORS''). All capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement (as defined below).
RECITALS
WHEREAS, Company, the Lenders, BancAmerica Securities, Inc., as
Syndication Agent, Citibank, N.A., as Documentation Agent and Bankers Trust
Company, as Administrative Agent, are parties to that certain Second Amended and
Restated Credit Agreement dated as of June 6, 1996, as amended or modified by
that certain First Amendment to Second Amended and Restated Credit Agreement
dated as of June 10, 1996, as further amended or modified by that certain
Limited Waiver, Consent and Second Amendment to Second Amended and Restated
Credit Agreement dated as of June 9, 1997, and as still further amended or
modified by that certain Third Amendment to Second Amended and Restated Credit
Agreement dated as of June 27, 1997 (as so amended and modified, the ``CREDIT
AGREEMENT'').
WHEREAS, Company has informed Administrative Agent and Lenders that
Company plans to issue certain convertible subordinated indebtedness and equity,
prepay the Tranche C Acquisition Term Loans and terminate the Tranche C
Commitments with the first $200,000,000 of proceeds received from the issuance
of such securities and prepay the Revolving Loans with all additional proceeds
received from the issuance of such securities. Company has requested that
Administrative Agent and Requisite Lenders agree that the Company's obligations
in connection with such convertible subordinated indebtedness constitutes
Additional Subordinated Indebtedness permitted pursuant to subsection 6.1(x) of
the Credit Agreement.
WHEREAS, Company has requested that Administrative Agent and Lenders
approve and consent to the addition of a new tranche D loan facility in the
aggregate original principal amount of $200,000,000 under the Credit Agreement
to be made available to the Company and the Subsidiary Borrowers as provided
herein.
WHEREAS, Company has requested that Administrative Agent and Requisite
Lenders consent to (a) the release of World Sales from all of its obligations
under the Loan Documents and (b) the release of the stock of World Sales as
Pledged Collateral under the Security Agreement, which such stock was previously
pledged by Company pursuant to that certain Pledge Amendment dated as of August
19, 1997.
WHEREAS, the parties hereto wish to (i) amend and modify the Credit
Agreement to include the issuance of equity in the definition of ``Additional
Subordinated Indebtedness Refinancing'', in the manner and to the limited extent
described herein, (ii) amend and modify the Credit Agreement and certain of the
other Loan Documents to add Subsidiary Borrowers as co-borrowers under the
Credit Agreement for the purpose of making Redemption Acquisitions, in the
manner and to the limited extent described herein, (iii) amend and modify the
Credit Agreement and certain of the other Loan Documents to add an additional
loan facility to be maintained and continued as Tranche D Acquisition Term Loans
available to Company and/or one or more Subsidiary Borrowers as provided herein,
(iv) waive and modify compliance with the provisions of subsection 5.8 to the
extent such subsection requires that World Sales be a New Subsidiary under the
Credit Agreement, in the manner and to the limited extent described herein, (v)
release World Sales from its obligations under the Loan Documents, (vi) release
the stock of World Sales previously pledged by Company pursuant to the Security
Agreement, and (vii) make certain other amendments as set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
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AMENDMENTS
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following definitions in the proper alphabetical order therein:
`` ``BORROWER'' or ``BORROWERS'' means Company and each Subsidiary
Borrower, it being understood that Subsidiary Borrowers shall only be
entitled to borrow Tranche D Acquisition Term Loans hereunder.''
`` ``COMPANY GUARANTY'' means the Company Guaranty executed by Company,
substantially in the form of EXHIBIT XXVI annexed hereto, as such Company
Guaranty may be amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms hereof and thereof.''
`` ``FOURTH AMENDMENT'' means that certain Limited Waiver, Consent and
Fourth Amendment to Second Amended and Restated Credit Agreement dated as
of September 29, 1997 among Company, Lenders, Administrative
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Agent and the Subsidiaries of Company listed on the signature pages
thereto.''
`` ``FOURTH AMENDMENT EFFECTIVE DATE PART 2'' means the date of
satisfaction of the conditions referred to in subsection 5.2 of the Fourth
Amendment.''
`` ``REDEMPTION ACQUISITION'' means, from and after the Fourth Amendment
Effective Date Part 2, the merger of a Subsidiary Borrower with and into
another Person (the ``REDEMPTION TARGET'') and the redemption of the equity
interests held by the Persons who held the equity interests in such
Redemption Target immediately prior to such merger.''
`` ``SCHEDULED TRANCHE D REPAYMENT AMOUNT'' means, with respect to the
principal payments on Tranche D Acquisition Term Loans required pursuant to
subsection 2.1E(ii), for the last day of each Fiscal Quarter set forth
below, an amount equal to the Tranche D Acquisition Term Loan Amount
MULTIPLIED BY the correlative percentage set forth opposite such Fiscal
Quarter under Percentage Amortization, as adjusted by the operation of the
succeeding sentence:
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FISCAL YEAR PERCENTAGE
AMORTIZATION
Second Fiscal Quarter, 1999 12.50%
Fourth Fiscal Quarter, 1999 12.50%
Second Fiscal Quarter, 2000 12.50%
Fourth Fiscal Quarter, 2000 12.50%
Second Fiscal Quarter, 2001 12.50%
Fourth Fiscal Quarter, 2001 12.50%
Second Fiscal Quarter, 2002 12.50%
Fourth Fiscal Quarter, 2002 12.50%
TOTAL 100.00%
On any date occurring after the Tranche D Acquisition Commitment
Termination Date that any amounts in respect of Tranche D Acquisition Term Loans
are prepaid pursuant to subsections 2.4A(i) or 2.4A(ii), the Scheduled Tranche D
Repayment Amount set forth above shall be reduced by the amount of such
prepayment, such reduction to be effected by reducing the amounts calculated as
set forth above that correspond to scheduled principal installment or
installments of the Scheduled Tranche D Repayment Amount required to be reduced
as provided in subsection 2.4A(iii). The Scheduled Tranche D Repayment Amount
for the last day of the fourth Fiscal Quarter of the 2002 Fiscal Year shall be
an amount, if such amount is different from that specified above, sufficient to
repay all amounts owing by all Borrowers under the Tranche D Acquisition Term
Loans.''
`` ``SUBSIDIARY BORROWER'' means each wholly-owned Subsidiary of Company
formed after the Fourth Amendment Effective Date Part 2 and designated by
Company to be a Borrower under the Credit Agreement.''
`` ``TRANCHE D ACQUISITION COMMITMENT TERMINATION DATE'' means the Tranche D
Acquisition Commitment Termination Date then in effect, which shall be the
earliest of (i) June 29, 1999, (ii) the date as of which the Obligations shall
have become immediately due and payable pursuant to Section 7, and (iii) the
date on which all of the Obligations are paid in full (including, without
limitation, the repayment, expiration, termination or cash collateralization of
Letters of Credit pursuant to this Agreement) and all Commitments are reduced to
zero.''
`` ``TRANCHE D ACQUISITION TERM LOAN'' or ``TRANCHE D ACQUISITION TERM LOANS''
means the Loan or Loans made or maintained by a Lender or Lenders pursuant to
subsection 2.1A(ii)(d).''
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`` ``TRANCHE D ACQUISITION TERM LOAN AMOUNT'' means the aggregate principal
amount of Tranche D Acquisition Term Loans outstanding on the Tranche D
Acquisition Commitment Termination Date. ''
`` ``TRANCHE D ACQUISITION TERM NOTE'' means each promissory note issued
by Company or a Subsidiary Borrower, as applicable, to a Lender pursuant to
subsection 2.1F and substantially in the form of EXHIBIT XXV annexed hereto.''
`` ``TRANCHE D COMMITMENTS'' or ``TRANCHE D COMMITMENTS'' means the commitment
or commitments of a Lender or Lenders to make Tranche D Acquisition Term Loans
as set forth in subsection 2.1A(ii)(d).''
`` ``TRANCHE D EXPOSURE'' means, with respect to any Lender (i) as of any date
of determination prior to the termination of the Tranche D Commitments, that
Lender's Tranche D Commitment and (ii) as of any date of determination from and
after the termination of the Tranche D Commitments, the aggregate outstanding
principal amount of the Tranche D Acquisition Term Loans of that Lender.''
B. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following parenthetical after the words ``an equity interest in'' in clause (i)
of the definition of ``ACQUISITION'' therein:
``(whether by purchase of such equity interest or merger, consolidation or
other similar transaction)''
C. Subsection 1.1 of the Credit Agreement is hereby amended by amending
and restating the definition of ``ACQUISITION TERM LOAN'' or ``ACQUISITION TERM
LOANS'' in its entirety as follows:
``ACQUISITION TERM LOAN'' or ``ACQUISITION TERM LOANS'' means one or
more of the Tranche A Acquisition Term Loans, Tranche B Acquisition Term
Loans, Tranche C Acquisition Term Loans, or Tranche D Acquisition Term
Loans or any combination thereof.''
D. Subsection 1.1 of the Credit Agreement is hereby amended by amending
and restating clause (i) in the definition of ``ADDITIONAL SUBORDINATED
INDEBTEDNESS REFINANCING''in its entirety as follows:
``(i) the issuance by Company of Additional Subordinated Indebtedness
before June 30, 1998 pursuant to and in accordance with the provisions of
subsection 6.1(x) and/or common equity for which, collectively, the
proceeds received by Company are equal to or in excess of $200,000,000.''
E. Subsection 1.1 of the Credit Agreement is hereby amended by amending
and restating the definition of ``COMMITMENT'' or ``COMMITMENTS'' in its
entirety as follows:
``COMMITMENT'' or ``COMMITMENTS'' means the Tranche A Commitments,
Tranche B Commitments, Tranche C Commitments, Tranche D
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Commitments and the Revolving Loan Commitments of Lenders and the Swing
Line Loan Commitment of Bankers.''
F. Subsection 1.1 of the Credit Agreement is hereby amended by deleting
the words ``consummated on or prior to the Acquisition Commitment Termination
Date'' from the proviso in the definition of ``CONSOLIDATED CAPITAL
EXPENDITURES''.
G. Subsection 1.1 of the Credit Agreement is hereby amended by amending
and restating the definition of ``GUARANTY'' in its entirety as follows:
`` ``GUARANTY'' means the Second Amended and Restated Guaranty by and
among each Loan Party (other than Company) that becomes a party thereto,
substantially in the form of Exhibit XII annexed hereto, as such Guaranty
may be amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms hereof and thereof.''
H. Subsection 1.1 of the Credit Agreement is hereby amended by amending
and restating the definition of ``LOAN DOCUMENTS'' in its entirety as follows:
`` ``LOAN DOCUMENTS'' means this Agreement, the Guaranty, the Company
Guaranty, the Collateral Documents, any applications, reimbursement
agreements and other documents or certificates executed in favor of an
Issuing Lender relating to the Letters of Credit and any Notes issued by
Borrowers.''
I. Subsection 1.1 of the Credit Agreement is hereby amended by amending
and restating the definition of ``NOTES'' in its entirety as follows:
``NOTES'' means any Existing Term Notes, Tranche A Acquisition Term
Notes, Tranche B Acquisition Term Notes, Tranche C Acquisition Term Notes,
Tranche D Acquisition Term Notes, Revolving Notes or Swing Line Note or any
combination thereof.''
J. Subsection 1.1 of the Credit Agreement is hereby amended by (i)
amending and restating clause (vi) in its entirety in the definition of ``PRO
RATA SHARE'' therein as follows and (ii) adding the following clause (vii) to
the definition of ``PRO RATA SHARE'' therein:
`` (vi) with respect to all payments, computations and other matters
relating to the Tranche D Commitment or the Tranche D Acquisition Term
Loan of any Lender, the percentage obtained by DIVIDING (x) the
Tranche D Exposure of that Lender BY (y) the aggregate Tranche D
Exposure of all Lenders;''
(vii) for all other purposes with respect to each Lender, the
percentage obtained by DIVIDING (x) the sum of the Existing Term Loan
Exposure, Tranche A Exposure, Tranche B Exposure, Tranche C Exposure,
Tranche D Exposure and Revolving Loan
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Exposure of that Lender BY (y) the sum of the aggregate Existing Term
Loan Exposure, Tranche A Exposure, Tranche B Exposure, Tranche C
Exposure, Tranche D Exposure and Revolving Loan Exposure of all
Lenders;''
K. Subsection 1.1 of the Credit Agreement is hereby amended by amending
and restating the definition of ``REQUISITE LENDERS'' in its entirety as
follows:
`` ``REQUISITE LENDERS'' means Lenders having or holding more than 50% of
the sum of (i) the aggregate Existing Term Loan Exposure of all Lenders,
(ii) the aggregate Tranche A Exposure of all Lenders, (iii) the aggregate
Tranche B Exposure of all Lenders, (iv) the aggregate Tranche C Exposure of
all Lenders, (v) the aggregate Tranche D Exposure of all Lenders, and (vi)
the aggregate Revolving Loan Exposure of all Lenders. ''
L. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following at the end of clause (ii) in the definition of ``SCHEDULED EXISTING
TERM LOAN REPAYMENT AMOUNT'' therein:
``PROVIDED that it being understood that the payments scheduled for the
second Fiscal Quarter, 1999, the fourth Fiscal Quarter, 1999 and the second
Fiscal Quarter, 2000 have previously been made by the Company:''
M. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following at the end of clause (ii) in the definition of ``SCHEDULED TRANCHE A
REPAYMENT AMOUNT'' therein:
``PROVIDED that it being understood that the payments scheduled for the
second Fiscal Quarter, 1999 and $7,500,000 of the $17,500,000 payment due
in the fourth Fiscal Quarter, 1999 have previously been made by the
Company:''
N. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following parenthetical after the words ``an equity interest in'' in the
definition of ``TARGET'' therein:
``(whether by purchase of such equity interest or merger, consolidation or
other similar transaction)''
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS; NOTES
A. TRANCHE D ACQUISITION TERM LOANS. Subsection 2.1A(ii) is hereby
amended by adding the following at the end thereof:
`` (d) TRANCHE D ACQUISITION TERM LOANS. Each Lender severally agrees,
subject to the limitations set forth below with respect to the maximum
amount of Tranche D Acquisition Term Loans permitted to be outstanding from
time to time, to lend to any Borrower from time to time during the period
from the Fourth Amendment Effective Date
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Part 2 to but excluding the Tranche D Acquisition Commitment Termination
Date an aggregate amount not exceeding its Pro Rata Share of the aggregate
Tranche D Commitments to be used for the purposes identified in
subsection 2.5G. Each Lender's commitment to make Tranche D Acquisition
Term Loans to a Borrower pursuant to this subsection 2.1A(ii)(d) is herein
called its ``TRANCHE D COMMITMENT'' and such commitments of all Lenders in
the aggregate are herein called the ``TRANCHE D COMMITMENTS.'' The
original amount of each Lender's Tranche D Commitment is set forth opposite
its name on SCHEDULE 1.1A/2.1 annexed hereto and the aggregate original
amount of the Tranche D Commitments is $200,000,000; PROVIDED that the
amount of the Tranche D Commitments shall be automatically and permanently
reduced from time to time by the amount of any reductions to the Tranche D
Commitments made pursuant to subsections 2.4C or 2.4D or the succeeding
paragraph of this subsection 2.1A(ii)(d). Each Lender's Tranche D
Commitment shall expire on the Tranche D Acquisition Commitment Termination
Date.
Anything contained in this Agreement to the contrary notwithstanding,
the Tranche D Acquisition Term Loans and the Tranche D Commitments shall be
subject to the following limitations:
1. subject to clause 2 of this paragraph, the Tranche D Commitments
shall be irrevocably and permanently reduced upon any voluntary or
mandatory prepayment of Tranche D Acquisition Term Loans as provided in
subsection 2.4;
2. at any date of determination, the aggregate principal amount of
all outstanding Tranche D Acquisition Term Loans shall not exceed the
aggregate Tranche D Commitments;
3. No Subsidiary Borrower shall be entitled to borrow Tranche D
Acquisition Term Loans except for the purpose of immediately consummating a
Redemption Acquisition; and
4. No Subsidiary of Company shall be deemed to be a Subsidiary
Borrower under this Agreement unless Company and such Subsidiary Borrower
have delivered a Subsidiary Borrower Election, substantially in the form of
EXHIBIT XXVII annexed hereto and such Subsidiary Borrower has satisfied all
of the requirements of subsection 5.8.''
B. BORROWING MECHANICS. Subsections 2.1B, C, D, E and F are hereby
amended and restated in their entirety as follows:
`` B. BORROWING MECHANICS. Acquisition Term Loans and Revolving Loans
made on any Funding Date shall be in an aggregate minimum amount of
$2,000,000 and integral multiples of $500,000 in excess of that amount.
Swing Line Loans made on any date shall not be subject to an aggregate
minimum amount. Whenever a Borrower desires that Lenders make an
Acquisition Term Loan or a Revolving Loan under subsection 2.1A(ii) or
2.1A(iii), as the case may be, it shall deliver to Administrative Agent a
Notice of Borrowing no later
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than 12:00 Noon (New York time) at least three Business Days in advance of
the proposed Funding Date in the case of a Eurodollar Rate Loan and at
least one Business Day in advance of the proposed Funding Date in the case
of a Prime Rate Loan. Whenever Company desires that Bankers make a Swing
Line Loan under subsection 2.1A(iv), it shall deliver to Administrative
Agent a Notice of Borrowing no later than 12:00 Noon (New York time) on the
proposed Funding Date. The Notice of Borrowing shall specify (i) the
proposed Funding Date (which shall be a Business Day), (ii) the amount and
type of Loans requested, (iii) in the case of Loans made on the Closing
Date, that such Loans shall be Prime Rate Loans, (iv) in the case of
Revolving Loans not made on the Closing Date, whether such Loans shall be
Prime Rate Loans or Eurodollar Rate Loans, (v) in the case of Loans
requested to be made during the first 90 days following the Closing Date as
Eurodollar Rate Loans, that the initial Interest Period applicable to such
Loans shall be one month unless Administrative Agent permits otherwise, in
its sole discretion; (vi) in the case of any Loans requested to be made as
Eurodollar Rate Loans, the initial Interest Period applicable thereto;
(vii) in the case of Revolving Loans and Swing Line Loans, that the amount
of the proposed borrowing will not cause the Total Utilization of Revolving
Loan Commitments to exceed the aggregate Revolving Loan Commitments; (viii)
in the case of Swing Line Loans, that the amount of the proposed borrowing
will not cause the aggregate principal amount of Swing Line Loans
outstanding to exceed the Swing Line Loan Commitment then in effect;
(ix) in the case of Tranche B Acquisition Term Loans, that the amount of
the proposed borrowing will not cause the aggregate principal amount of
Tranche B Acquisition Term Loans outstanding to exceed the Tranche B
Commitments then in effect, (x) in the case of Tranche D Acquisition Term
Loans, that the amount of the proposed borrowing will not cause the
aggregate principal amount of Tranche D Acquisition Term Loans outstanding
to exceed the Tranche D Commitments then in effect and (xi) in the case of
any Acquisition Term Loans, that (a) as of the last day of the Fiscal
Quarter immediately preceding the applicable scheduled Funding Date in
respect of such Acquisition the Leverage Ratio for the most recently
completed four Fiscal Quarters is equal to or less than 4.50:1.00 and
(b) no Event of Default or Potential Event of Default has occurred or is
continuing or would be caused by the consummation of the Acquisition. Term
Loans and Revolving Loans may be continued as or converted into Prime Rate
Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D.
In lieu of delivering the above described Notice of Borrowing, Borrowers
may give Administrative Agent telephonic notice by the required time of the
proposed borrowing under this subsection 2.1B; PROVIDED that such notice
shall be promptly confirmed in writing by delivery of a Notice of Borrowing
to Administrative Agent on or before the applicable Funding Date.
Neither Administrative Agent nor any Lender shall incur any liability
to any Loan Party in acting upon any telephonic notice referred to above
which Administrative Agent believes in good faith to have been given by a
duly authorized officer or other person authorized to borrow on behalf of
Borrowers or for otherwise acting
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in good faith under this subsection 2.1B and, upon funding of Loans by
Lenders in accordance with this Agreement pursuant to any telephonic
notice, Borrowers shall have effected Loans hereunder.
Except as provided in subsection 2.6B, 2.6C and 2.6G, a Notice of
Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination
Date, and Borrowers shall be bound to make a borrowing in accordance
therewith.
C. DISBURSEMENT OF FUNDS. All Loans under this Agreement shall be
made by Lenders simultaneously and proportionately to their respective Pro
Rata Shares of the Commitments for the particular types of Loans requested,
it being understood that no Lender shall be responsible for any default by
any other Lender of that other Lender's obligation to make a Loan requested
hereunder nor shall the Commitment of any Lender to make the particular
type of Loan requested be increased or decreased as a result of the default
by any other Lender of that other Lender's obligation to make a Loan
requested hereunder. Promptly after receipt by Administrative Agent of a
Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in
lieu thereof), Administrative Agent shall notify each Lender or Bankers, as
the case may be, of the proposed borrowing. Each Lender shall make the
amount of its Loans available to Administrative Agent, in same day funds,
at the office of Administrative Agent located at One Bankers Trust Plaza,
New York, New York not later than 3:00 p.m. (New York time) on the Funding
Date. Except with respect to the repayment of Refunded Swing Line Loans,
as provided in subsection 2.1A(iv), or the reimbursement of an Issuing
Lender for a drawing on a Letter of Credit, as provided in subsection 2.7D,
upon satisfaction or waiver of the conditions precedent specified in
subsections 3.1 and 3.4 in the case of the initial Revolving Loans and
Swing Line Loans on the initial Funding Date (and/or subsection 3.1 and 3.4
in the case of any initial Acquisition Term Loans on the initial Funding
Date) and subsection 3.4 in the case of Revolving Loans and Swing Line
Loans on any subsequent Funding Date (and subsection 3.3 and 3.4 in the
case of Acquisition Term Loans on any subsequent Funding Date),
Administrative Agent shall make the proceeds of such Loans available to the
applicable Borrower on the Funding Date by causing an amount of same day
funds equal to the proceeds of all such Loans received by Administrative
Agent at its office located at the address set forth in the preceding
sentence to be credited to the account of the applicable Borrower at such
office of Administrative Agent.
Unless Administrative Agent shall have been notified by any Lender
prior to a Funding Date that such Lender does not intend to make available
to Administrative Agent such Lender's Loan requested on such Funding Date,
Administrative Agent may assume that such Lender has made such amount
available to Administrative Agent on such Funding Date and Administrative
Agent may, in its sole discretion, but shall not be obligated to, make
available to the applicable Borrower a corresponding amount on such Funding
Date. If such
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corresponding amount is not in fact made available to Administrative Agent
by such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest
thereon, for each day from such Funding Date until the date such amount is
paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Prime Rate. If such Lender does not pay such
corresponding amount forthwith upon Administrative Agent's demand therefor,
Administrative Agent shall promptly notify the applicable Borrower and such
Borrower shall immediately pay such corresponding amount to Administrative
Agent together with interest thereon, for each day from such Funding Date
until the date such amount is paid to Administrative Agent, at the rate
payable under this Agreement for Prime Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender from its obligation
to fulfill its Commitments hereunder or to prejudice any rights that any
Borrower may have against any Lender as a result of any default by such
Lender hereunder.
D. REGISTER.
(i) Administrative Agent shall maintain, at its address referred to in
subsection 9.10, a register for the recordation of the names and addresses
of Lenders and the Commitments and Loans of each Lender from time to time
(the ``REGISTER''). Borrowers, Administrative Agent and Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by any Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.
(ii) Administrative Agent shall record in the Register the Commitments
and the Loans from time to time of each Lender and each repayment or
prepayment in respect of the principal amount of the Loans of each Lender.
Any such recordation in accordance with the terms of this Agreement shall
be conclusive and binding on each Borrower and each Lender, absent manifest
error; PROVIDED that failure to make any such recordation, or any error in
such recordation, shall not affect any Borrower's Obligations in respect of
the applicable Loans.
(iii) Each Lender shall record on its internal records (including,
without limitation, any Note described in subsection 2.1F) the amount of
the Loan made by it and each payment in respect thereof. Any such
recordation in accordance with the terms of this Agreement shall be
conclusive and binding on Borrowers, absent manifest error; PROVIDED that
failure to make any such recordation, or any error in such recordation,
shall not affect any Borrower's Obligations in respect of the applicable
Loans; PROVIDED FURTHER that in the event of any inconsistency between the
Register and any Lender's records, the recordations in the Register shall
govern.
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(iv) Borrowers, Administrative Agent and Lenders shall deem and treat
the Persons listed as Lenders in the Register as the holders and owners of
the corresponding Commitments and Loans listed therein for all purposes
hereof, and no assignment or transfer of any such Commitment or Loan shall
be effective, in each case unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been accepted by
Administrative Agent and recorded in the Register as provided in subsection
9.2B(ii). Prior to such recordation, all amounts owed with respect to the
applicable Commitment or Loan shall be owed to the Lender listed in the
Register as the owner thereof, and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and
binding on any subsequent holder, assignee or transferee of the
corresponding Commitments or Loans.
E. SCHEDULED PAYMENTS OF TERM LOANS.
(i) Company shall make principal payments in the aggregate amount of
the Scheduled Existing Term Repayment Amount on the last day of each Fiscal
Quarter of each Fiscal Year set forth in the definition of Scheduled
Existing Term Repayment Amount; PROVIDED that the Existing Term Loans and
all other amounts owed hereunder with respect to the Existing Term Loans
shall be paid in full no later than December 29, 2002.
(ii) (a) Company shall make principal payments (x) in the aggregate
amount of the Scheduled Tranche A Repayment Amount on the last day of each
Fiscal Quarter of each Fiscal Year set forth in the definition of Scheduled
Tranche A Repayment Amount, (y) in the aggregate amount of the Scheduled
Tranche B Repayment Amount on the last day of each Fiscal Quarter of each
Fiscal Year set forth in the definition of Scheduled Tranche B Repayment
Amount and (z) in the aggregate amount of the Scheduled Tranche C Repayment
Amount on the last day of each Fiscal Quarter of each Fiscal Year set forth
in the definition of Scheduled Tranche C Repayment Amount and (b) Borrowers
shall make principal payments in the aggregate amount of the Scheduled
Tranche D Repayment Amount on the last day of each Fiscal Quarter of each
Fiscal Year set forth in the definition of Scheduled Tranche D Repayment
Amount; PROVIDED that the Acquisition Term Loans and all other amounts owed
hereunder with respect to the Acquisition Term Loans shall be paid in full
no later than December 29, 2002.
F. NOTE OPTION. Any Lender may, by notice to Administrative Agent
and Company, request that all or part of the principal amount of any
Borrower's Loans from such Lender hereunder be evidenced by an Existing
Term Note, a Tranche A Acquisition Term Note, Tranche B Acquisition Term
Note, Tranche C Acquisition Term Note, Tranche D Acquisition Term Note,
Revolving Note and/or Swing Line Note, as applicable. Within three
Business Days of such Borrower's receipt of such notice, such Borrower
shall execute and deliver to Administrative Agent for delivery to the
appropriate Lender a Note or Notes, payable to the notifying Lender or, if
so specified in such
12
notice, any Person who is an assignee of such Lender pursuant to
subsection 9.2 hereof.''
C. FEES. Subsection 2.3A is hereby amended by adding the following new
paragraph at the end thereof:
`` Company agrees to pay to Administrative Agent, for distribution to
each Lender in proportion to that Lender's Pro Rata Share, commitment fees
for the period from and including the Fourth Amendment Effective Date Part
2 to and excluding the date the Tranche D Commitments expire, equal to the
average of the daily excess of the Tranche D Commitments over the aggregate
principal amount of Tranche D Acquisition Term Loans outstanding MULTIPLIED
BY 3/8 of 1% per annum, such commitment fees to be calculated on the basis
of a 360-day year and the actual number of days elapsed and to be payable
quarterly in arrears on the last day of each Fiscal Quarter, commencing on
the first such date to occur after the Fourth Amendment Effective Date Part
2, and on the date the Tranche D Commitments expire; PROVIDED HOWEVER that
such per annum percentage shall be reduced to 1/4 of 1% per annum for each
day during any Pricing Period in which the Leverage Ratio as of the last
day of the most recently ended Fiscal Quarter is equal to or less than
4.50:1.00. ''
D. VOLUNTARY PREPAYMENTS. Subsection 2.4A(i)(b) is hereby amended by
adding the following at the end of clause (2) therein:
``in the case of the prepayment of the Tranche D Acquisition Term Loans of
any Lender pursuant to this subsection 2.4A(i)(b), the Tranche D Commitment
of such Lender is terminated concurrently with such prepayment pursuant to
subsection 2.4C(ii) (at which time SCHEDULE 1.1A/2.1 shall be deemed
modified to reflect the changed Tranche D Commitments), and''
E. MANDATORY PREPAYMENTS. Subsection 2.4A(ii) is hereby by amended by
amending and restating it in its entirety as follows:
`` (ii) MANDATORY PREPAYMENTS. The Loans shall be prepaid and/or the
Tranche B Commitments, the Tranche D Commitments and Revolving Loan
Commitments shall be permanently reduced in the amounts and under the
circumstances set forth below, all such prepayments and/or reductions to be
applied as set forth below or as more specifically provided in subsection
2.4A(iii).
(a) PREPAYMENTS AND REDUCTIONS FROM ASSET SALES. Subject to the
Intercreditor Agreement, no later than the first Business Day
following the date of receipt by Company or any of its Subsidiaries of
Cash Proceeds of any Asset Sale, Borrowers shall prepay the Loans
and/or the Tranche B Commitments, the Tranche D Commitments and
Revolving Loan Commitments shall be permanently reduced in an amount
equal to 75% of the Estimated Net Cash Proceeds of such Asset Sale;
PROVIDED that, in the event on the date of receipt by Company or any
of its Subsidiaries of such Cash Proceeds, the Leverage Ratio as of
13
the last day of the then most recently ended Fiscal Quarter for which
financial statements have been delivered pursuant to subsection 5.1(i)
or 5.1(ii) is less than 2.50:1.00, then the percentage applicable to
Estimated Net Cash Proceeds set forth above shall be reduced to 50%.
On or before the 90th day after receipt of any such Cash Proceeds,
Borrowers shall promptly make an additional prepayment of the Loans
and/or the Tranche B Commitments, the Tranche D Commitments and
Revolving Loan Commitments shall be permanently reduced in an amount
equal to 75% (or 50%, if the applicable percentage is reduced pursuant
to the preceding proviso) of the excess, if any, of (1) the Net Cash
Proceeds of Sale of such Asset Sale over (2) the portion of the
Estimated Net Cash Proceeds of such Asset Sale already applied under
the preceding sentence, to be applied in the manner described above
with respect to the application of Estimated Net Cash Proceeds.
Concurrently with any prepayment of the Loans and/or reduction of the
Tranche B Commitments, the Tranche D Commitments and Revolving Loan
Commitments pursuant to this subsection 2.4A(ii)(a), Company shall
deliver to Administrative Agent an Officers' Certificate demonstrating
the derivation of the Net Cash Proceeds of Sale or Estimated Net Cash
Proceeds, as the case may be.
(b) PREPAYMENTS AND REDUCTIONS DUE TO REVERSION OF SURPLUS
ASSETS OF PENSION PLANS. Within one Business Day after the return to
Company or any of its Subsidiaries of any surplus assets of any
pension plan of Company or any of its Subsidiaries, Borrowers shall
prepay the Loans and/or the Tranche B Commitments, the Tranche D
Commitments and Revolving Loan Commitments shall be permanently
reduced in an amount (the ``NET REVERSION AMOUNT'') equal to 100% of
such returned surplus assets, net of transaction costs and expenses
incurred in obtaining such return, including incremental taxes payable
as a result thereof.
(c) PREPAYMENTS AND REDUCTIONS DUE TO ISSUANCE OF DEBT. Within
one Business Day of receipt by Company or any of its Subsidiaries of
the cash proceeds (net of underwriting discounts and commissions and
other reasonable costs associated therewith) from the issuance or sale
of any Additional Subordinated Indebtedness or other debt Securities
of Company or any of its Subsidiaries (excluding Indebtedness
permitted by subsection 6.1 (other than subsection 6.1(x)), Borrowers
shall prepay the Loans and/or the Tranche B Commitments, the Tranche D
Commitments and Revolving Loan Commitments shall be permanently
reduced in an amount equal to such net cash proceeds; PROVIDED that a
prepayment and/or reduction pursuant to this subsection 2.4A(ii)(c)
shall not be required in respect of any such net cash proceeds (``NET
ADDITIONAL DEBT PROCEEDS'') to the extent that such Net Additional
Debt Proceeds are to be applied to consummate Acquisitions in
accordance with subsection 6.7(v) within 90 days of the receipt
thereof. On or before the 90th day after receipt of any such
14
Net Additional Debt Proceeds, Borrowers shall promptly make an
additional prepayment of Loans and/or the Tranche B Commitments, the
Tranche D Commitments and Revolving Loan Commitments shall be
permanently reduced in an amount equal to any Net Additional Debt
Proceeds that have for any reason not been applied to consummate
Acquisitions or to make such prepayments and/or reductions.
Concurrently with any prepayment of the Term Loans and/or reduction of
the Tranche B Commitments, the Tranche D Commitments and Revolving
Loan Commitments pursuant to this subsection 2.4A(ii)(c), Company
shall deliver to Administrative Agent an Officers' Certificate
demonstrating the derivation and application of the Net Additional
Debt Proceeds.
(d) PREPAYMENTS DUE TO REDUCTIONS OR RESTRICTIONS OF
COMMITMENTS. Company shall from time to time prepay the Swing Line
Loans and Revolving Loans to the extent necessary to give effect to
the limitations set forth in the first two paragraphs of
subsection 2.1A(iv) and the second paragraph of subsection 2.1A(iii),
as applicable. Any such mandatory prepayments shall be applied first
to the Swing Line Loans and then to the Revolving Loans, and otherwise
as specified in subsection 2.4A(iii). Borrowers shall from time to
time prepay the Tranche B Acquisition Term Loans and the Tranche D
Acquisition Term Loans to the extent necessary to give effect to the
limitations set forth in the second paragraph of
subsection 2.1A(ii)(b) and the second paragraph of subsection
2.1A(ii)(d), respectively, such prepayments to be applied as specified
in subsection 2.4A(iii).
(e) PREPAYMENTS FROM CONSOLIDATED EXCESS CASH FLOW AND UNUSED
PROCEEDS OF SALES OF PRINTING EQUIPMENT. In the event that there
shall be either (x) on April 15th of any year, Unused Proceeds of
Sales of Printing Equipment derived from the Proceeds of Sales of
Printing Equipment sold during the immediately preceding Fiscal Year
commencing with 1996 or (y) Consolidated Excess Cash Flow for any
Fiscal Year commencing with 1997, or both, Borrowers shall, on the
April 15th following the end of each such Fiscal Year, as applicable,
prepay Loans and/or the Tranche B Commitments, the Tranche D
Commitments and Revolving Loan Commitments shall be permanently
reduced in an amount equal to the amount of any such Unused Proceeds
of Sales of Printing Equipment PLUS 50% of any such Consolidated
Excess Cash Flow; PROVIDED that Borrowers shall not be required to
make any prepayment and/or reduction in respect of Consolidated Excess
Cash Flow pursuant to this subsection 2.4A(ii)(e) in the event that on
the relevant April 15th, the Leverage Ratio as of the last day of the
most recently ended Fiscal Quarter for which financial statements have
been delivered pursuant to subsections 5.1(i) or 5.1(ii) is less than
2.50:1.00. On or before the last day of each Fiscal Year, Borrowers
shall promptly make an additional prepayment of Loans and/or the
Tranche B Commitments, the
15
Tranche D Commitments and Revolving Loan Commitments shall be
permanently reduced in an amount equal to any Unused Proceeds of Sales
of Printing Equipment derived from Proceeds of Sales of Printing
Equipment sold during any and all prior Fiscal Years (but not
including the Fiscal Year ending on such day) that have for any reason
whatsoever not theretofore been applied to make such prepayments
and/or reductions (including, without limitation, because such
Proceeds of Sales of Printing Equipment had become Committed Printing
Equipment Proceeds in accordance with the definition thereof but the
purchase order pursuant to which they were to have been expended
subsequently was cancelled, revoked or otherwise terminated). On each
April 15th commencing with April 15, 1997 and concurrently with the
making of any prepayment and/or reduction pursuant to this
subsection 2.4A(ii)(e) on any other date, Company shall deliver an
Officers' Certificate demonstrating the calculation of the Leverage
Ratio, if applicable, and the derivation of the amounts required to be
prepaid and/or reduced in connection with such Unused Proceeds of
Sales of Printing Equipment and such Consolidated Excess Cash Flow.
(f) PREPAYMENTS FROM PROCEEDS OF PERMITTED RECEIVABLES
TRANSACTION. Within one Business Day of receipt by Company or any of
its Subsidiaries of Receivables Proceeds from any Permitted
Receivables Transaction Borrowers shall prepay Loans and/or the
Tranche B Commitments, the Tranche D Commitments and Revolving Loan
Commitments shall be permanently reduced in an amount equal to the
aggregate amount of such Receivables Proceeds.''
16
F. APPLICATION OF PREPAYMENTS. Subsection 2.4A(iii) is hereby by amended
by amending and restating it in its entirety as follows:
`` (iii) APPLICATION OF PREPAYMENTS.
(a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS AND
ORDER OF MATURITY. Any voluntary prepayments pursuant to
subsection 2.4A(i) shall be applied to the Loans as Borrowers may
elect in their notice of prepayment delivered pursuant to
subsection 2.4A(i). In the event that no such election is made, such
prepayment shall be applied FIRST to repay outstanding Acquisition
Term Loans and Existing Term Loans to the full extent thereof, SECOND
to prepay outstanding Swing Line Loans to the full extent thereof, and
THIRD to prepay outstanding Revolving Loans to the full extent
thereof; PROVIDED that any prepayment of Tranche B Term Loans pursuant
to this subsection 2.4A(iii) shall effect a corresponding reduction of
Tranche B Commitments in accordance with clause 1 of the second
paragraph of subsection 2.1A(ii)(b); PROVIDED FURTHER that any
prepayment of Tranche D Term Loans pursuant to this subsection
2.4A(iii) shall effect a corresponding reduction of Tranche D
Commitments in accordance with clause 1 of the second paragraph of
subsection 2.1A(ii)(d). Any voluntary prepayments of the Term Loans
pursuant to subsection 2.4A(i) shall be applied proportionally to
reduce the remaining Scheduled Existing Term Loan Repayment Amount,
the Scheduled Tranche A Repayment Amount, the Scheduled Tranche B
Repayment Amount, the Scheduled Tranche C Repayment Amount and the
Scheduled Tranche D Repayment Amount on a PRO RATA basis.
(b) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any
amount (the ``APPLIED AMOUNT'') required to be applied as a mandatory
prepayment of the Loans and/or a reduction of the Tranche B
Commitments, the Tranche D Commitments and Revolving Loan Commitments
pursuant to subsections 2.4A(ii)(a)-(c), 2.4A(ii)(e) or 2.4A(ii)(f)
shall be applied FIRST to prepay the principal amount of Term Loans to
the full extent thereof, SECOND to the extent of any remaining portion
of the Applied Amount, to permanently reduce the Tranche B
Commitments, the Tranche D Commitments and Revolving Loan Commitments
on a PRO RATA basis and THEN, to the extent that the Revolving Loan
Commitments are less than the Letter of Credit Usage, cash
collateralize Letters of Credit outstanding.
(c) PRO RATA APPLICATION OF MANDATORY PREPAYMENTS OF TERM LOANS
FROM ASSET SALES, PENSION PLAN SURPLUS, EXCESS CASH FLOW, UNUSED
PROCEEDS OF SALES OF PRINTING EQUIPMENT, ISSUANCE OF DEBT SECURITIES
AND PERMITTED RECEIVABLES TRANSACTIONS. Any mandatory prepayments of
the Term Loans pursuant to subsections 2.4A(ii)(a), (b), (c), (e) or
(f) shall be applied to prepay the outstanding Tranche A Acquisition
Term Loans, Tranche B
17
Acquisition Term Loans, Tranche C Acquisition Term Loans, the Tranche
D Acquisition Term Loans and Existing Term Loans and to make
corresponding reductions of the Scheduled Tranche A Repayment Amount,
Scheduled Tranche B Repayment Amount, Scheduled Tranche C Repayment
Amount, Scheduled Tranche D Repayment Amount and Scheduled Existing
Term Loan Repayment Amounts, respectively, by the amount of the
related prepayments in each case on a PRO RATA basis.
(d) APPLICATION OF PREPAYMENTS TO PRINCIPAL AND INTEREST.
Except as set forth in subsection 2.2C, all prepayments of principal
shall be accompanied by payment of accrued interest on the principal
amount being prepaid and shall be applied to the payment of interest
before application to principal. Considering Term Loans, Swing Line
Loans and Revolving Loans being prepaid separately, any prepayment
shall be applied first to Prime Rate Loans to the full extent thereof
before application to Eurodollar Rate Loans, in each case in a manner
which minimizes the amount of any payments required to be made by
Company pursuant to subsection 2.6D.''
G. VOLUNTARY REDUCTIONS OF COMMITMENTS. Subsection 2.4C is hereby amended
by amending and restating it in its entirety as follows:
`` C. VOLUNTARY REDUCTIONS OF COMMITMENTS.
(i) Borrowers shall have the right, at any time and from time to
time, to terminate in whole or permanently reduce in part, without premium
or penalty, (i) the Revolving Loan Commitments in an amount up to the
amount by which the Revolving Loan Commitments exceed the Total Utilization
of Revolving Loan Commitments, (ii) the Tranche B Commitments in an amount
up to the amount by which the Tranche B Commitments exceed the aggregate
principal amount of Tranche B Acquisition Term Loans then outstanding and
(iii) the Tranche D Commitments in an amount up to the amount by which the
Tranche D Commitments exceed the aggregate principal amount of Tranche D
Acquisition Term Loans then outstanding. Borrowers shall give not less
than five Business Days' prior written notice to Administrative Agent
designating the date (which shall be a Business Day) of such termination or
reduction and the amount of any partial reduction. Promptly after receipt
of a notice of such termination or partial reduction, Administrative Agent
shall notify each Lender of the proposed termination or reduction. Such
termination or partial reduction of the Revolving Loan Commitments or
Tranche B Commitments or Tranche D Commitments, as the case may be, shall
be effective on the date specified on Borrowers' notice and shall reduce
the Revolving Loan Commitments or Tranche B Commitments or Tranche C
Commitments or Tranche D Commitments, as the case may be, of each Lender
proportionately to its Pro Rata Share. Any such partial reduction of the
Revolving Loan Commitments or Tranche B Commitments or Tranche D
Commitments shall be in an aggregate minimum amount of $5,000,000, and
integral multiples of $1,000,000 in excess of that amount.
18
(ii) In the event Company is entitled to replace a non-consenting
Lender pursuant to subsection 9.7B, Borrowers shall have the right, upon
five Business Days' written notice to Administrative Agent (which notice
Administrative Agent shall promptly transmit to each of the Lenders), to
terminate the entire Revolving Loan Commitment, Tranche B Commitment, and
Tranche D Commitment of such Lender, so long as (1) all Loans, together
with accrued and unpaid interest, fees and other amounts owing to such
Lender are repaid, including without limitation amounts owing to such
Lender pursuant to subsection 2.6D, pursuant to subsection 2.4A(i)(b)
concurrently with the effectiveness of such termination (at which time
SCHEDULE 1.1A/2.1 shall be deemed modified to reflect such changed amounts)
and (2) the consents required by subsection 9.7B in connection with the
prepayment pursuant to subsection 2.4A(i)(b) shall have been obtained, and
at such time, such Lender shall no longer constitute a ``Lender'' for
purposes of this Agreement, except with respect to indemnifications under
this Agreement (including, without limitation, subsections 2.6D, 2.8, 2.7H,
9.3 and 9.4), which shall survive as to such Lender.''
H. MANDATORY REDUCTIONS OF COMMITMENTS. Subsection 2.4D is hereby amended
by amending and restating it in its entirety as follows:
``D. MANDATORY REDUCTIONS OF COMMITMENTS. The Revolving Loan
Commitments shall be permanently reduced on the date of any reduction of
Revolving Loan Commitments in accordance with the provisions of subsections
2.4A(ii)(a), (b), (c), (e) or (f). The Tranche B Commitments shall be
permanently reduced upon any mandatory prepayment of Tranche B Acquisition
Term Loans as and to the extent provided in subsection 2.4A(ii)(a), (b),
(c), (e) or (f) and on the date of any reduction of Tranche B Commitments
in accordance with the provisions of subsection 2.4A(iii)(a) and as
provided in the second paragraph of subsection 2.1A(ii)(b). The Tranche D
Commitments shall be permanently reduced upon any mandatory prepayment of
Tranche D Acquisition Term Loans as and to the extent provided in
subsection 2.4A(ii)(a), (b), (c), (e) or (f) and on the date of any
reduction of Tranche D Commitments in accordance with the provisions of
subsection 2.4A(iii)(a) and as provided in the second paragraph of
subsection 2.1A(ii)(d).''
I. USE OF PROCEEDS.
1. Subsection 2.5 is hereby amended by adding the following paragraph G.
at the end therein:
`` G. TRANCHE D ACQUISITION TERM LOANS. As of the Fourth
Amendment Effective Date Part 2, the proceeds of the Tranche D Acquisition
Term Loans (when, if and to the extent borrowed) shall be immediately
applied (i) by Company to acquire equity interests or other business assets
and pay related expenditures in connection with Acquisitions, including,
without limitation, the repayment of indebtedness and transaction expenses
in connection therewith and/or
19
(ii) by a Subsidiary Borrower in connection with Redemption Acquisitions,
including, without limitation, the repayment of indebtedness and
transaction expenses in connection therewith.''
1.3 AMENDMENTS TO SECTION 5: AFFIRMATIVE COVENANTS
A. NEW SUBSIDIARIES. Subsection 5.8 of the Credit Agreement is hereby
amended by adding the following clause (vi) at the end thereof:
`` (vi) In addition to the foregoing, in the event a Subsidiary is
designated a Subsidiary Borrower hereunder, Company shall cause to be
delivered an opinion of counsel in form and substance reasonably
satisfactory to Administrative Agent and Requisite Lenders and covering,
among other things, the due authorization, execution, delivery and
enforceability of the obligations of the Subsidiary Borrower under the
Credit Agreement and the other Loan Documents to which it is a party.''
1.4 AMENDMENTS TO SECTION 6: NEGATIVE COVENANTS
A. INDEBTEDNESS. Subsection 6.1(xi) of the Credit Agreement is hereby
amended by adding the following to the end thereof:
``and (3) (x) prior to the Tranche D Acquisition Commitment Termination
Date, the amount by which the Tranche D Commitments have been reduced
pursuant to subsection 2.4C or 2.4D and (y) from and after the Tranche D
Acquisition Commitment Termination Date, the amount by which the Tranche D
Commitments have been reduced pursuant to subsection 2.4C or 2.4D prior to
the Tranche D Acquisition Commitment Termination Date; and''
B. CONTINGENT OBLIGATIONS. Subsection 6.4(vi) of the Credit Agreement is
hereby amended by changing the reference therein to ``6.1(xi)(c)'' to
``6.1(xi)(b)'' and by adding the phrase ``plus the amount specified in
subsection 6.1(xi)(b)(3) at any time'' at the end of subsection 6.4(vi).
C. RESTRICTION ON FUNDAMENTAL CHANGES. Subsection 6.7 of the Credit
Agreement is hereby amended by adding the phrase ``(including, without
limitation, Redemption Acquisitions)'' after the phrase ``and (e) make
Acquisitions'' in subsection 6.7(v).
D. CONDUCT OF BUSINESS. Subsection 6.13 of the Credit Agreement is hereby
amended by adding the following sentence at the end of the first paragraph
therein:
``World Color Foreign Sales Corp., a Barbados corporation and
wholly-owned Subsidiary of Company, (i) shall at all times be a
``FSC'' within the meaning of such term under Section 922 of the
Internal Revenue Code and (ii) shall at no time be engaged in a
business other than the business of distributing printed materials
into foreign markets and activities incidental thereto.''
20
1.5 AMENDMENTS TO EXHIBITS
A. EXHIBIT XXV: FORM OF TRANCHE D ACQUISITION TERM NOTE
The Exhibits to the Credit Agreement shall be amended by adding thereto
EXHIBIT XXV, Form of Tranche D Acquisition Term Note, in the form of ANNEX A
attached hereto.
B. EXHIBIT XXVI: FORM OF COMPANY GUARANTY
The Exhibits to the Credit Agreement shall be amended by adding thereto
EXHIBIT XXVI, Form of Company Guaranty, in the form of ANNEX B attached hereto.
C. EXHIBIT XII: FORM OF SECOND AMENDED AND RESTATED GUARANTY
The Exhibits to the Credit Agreement shall be amended by amending and
restating EXHIBIT XII, Form of Amended and Restated Guaranty, in its entirety
and replacing it with EXHIBIT XII, Form of Second Amended and Restated Guaranty,
in the form of ANNEX C attached hereto.
D. EXHIBIT XXVII: FORM OF SUBSIDIARY BORROWER ELECTION
The Exhibits to the Credit Agreement shall be amended by adding thereto
EXHIBIT XXVII, Form of Subsidiary Borrower Election, in the form of ANNEX D
attached hereto.
1.6 AMENDMENTS TO SCHEDULES
A. SCHEDULE 1.1A/2.1
Schedule 1.1A/2.1 shall be amended by amending and restating it in its
entirety as attached hereto on ANNEX E.
2
LIMITED WAIVER
Subject to the terms and conditions set forth herein and in reliance
on the representations and warranties of Company herein contained, Lenders
hereby waive and modify compliance with the provisions of subsection 5.8 of the
Credit Agreement to the extent that such provisions require (a) that World Sales
(i) execute and deliver the Guaranty (or a Counterpart thereto), (ii) assume all
obligations as a ``Pledgor'' under the Security Agreement including the
obligation to pledge all shares of capital stock and other equity of any direct
or indirect Subsidiary of Company to Collateral Agent for the benefit of Secured
Parties, (iii) execute and deliver a promissory note evidencing all Intercompany
Indebtedness owed by it to Company and its Subsidiaries, and (iv) execute and
deliver a counterpart to the Security Agreement or (b) that Company pledge any
and all of the equity interest in World Sales to the Collateral Agent; PROVIDED
that World Sales (i) shall at all times be a ``FSC'' within
21
the meaning of such term under Section 922 of the Internal Revenue Code, (ii)
shall at no time be engaged in a business other than the business of
distributing printed materials into foreign markets and activities incidental
thereto and (iii) shall at no time own assets (including Receivables Assets)
valued at an amount greater than $500,000.
3
CONSENTS
A. RELEASE OF OBLIGATIONS RELATING TO WORLD SALES.
Administrative Agent and Requisite Lenders hereby consent to and hereby (i)
release World Sales from any and all obligations under the Counterpart to
Guaranty, the Counterpart and Acknowledgement to Security Agreement and the
Subordinated Intercompany Demand Note, each dated as of August 19, 1997, and
hereby (ii) release the stock of World Sales previously pledged by Company as
Pledged Collateral pursuant to that certain Pledge Amendment dated as of August
19, 1997; PROVIDED that World Sales (i) shall at all times be ``FSC'' within the
meaning of such term under Section 922 of the Internal Revenue Code, (ii) shall
at no time be engaged in a business other than the business of distributing
printed materials into foreign markets and activities incidental thereto and
(iii) shall at no time own assets (including Receivable Assets) valued at an
amount greater than $500,000.
B. CONSENT OF LENDERS TO ADDITIONAL SUBORDINATED INDEBTEDNESS.
Pursuant to subsection 6.1(x) of the Credit Agreement, Administrative Agent
and Requisite Lenders hereby consent to the terms and conditions of the
Additional Subordinated Indebtedness to be issued in the Additional Subordinated
Indebtedness Refinancing on substantially the terms described in the draft
prospectus dated September 16, 1997 distributed to the Lenders and agree that
the terms thereof are satisfactory; PROVIDED that and the Administrative Agent
and Requisite Lenders hereby consent and agree that, notwithstanding subsection
2.4 of the Credit Agreement (i) the first $200,000,000 of proceeds received from
such Additional Subordinated Indebtedness Refinancing shall be applied to prepay
the Tranche C Loans and reduce the Tranche C Commitments and (ii) all additional
proceeds from such Additional Subordinated Indebtedness Refinancing shall be
applied to prepay the Revolving Loans.
4
LIMITATION OF WAIVERS, AMENDMENTS AND CONSENT
Without limiting the generality of the provisions of subsection 9.7 of
the Credit Agreement, the waivers, amendments and consent set forth above shall
be limited precisely by their terms, shall not have any force or effect with
respect to any other matter except as expressly provided above, and nothing in
this Amendment shall be deemed to:
22
(a) constitute a waiver or modification of any other term, provision
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
Amendment) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
5
CONDITIONS TO EFFECTIVENESS
5.1 FOURTH AMENDMENT EFFECTIVE DATE PART 1
Sections 1.4C, 2 and 3 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the ``FOURTH
AMENDMENT EFFECTIVE DATE PART 1''):
A. On or before the Fourth Amendment Effective Date Part 1, Company and
the Guarantors shall have delivered to Administrative Agent executed copies of
this Amendment.
B. On or before the Fourth Amendment Effective Date Part 1, Requisite
Lenders shall have delivered to Administrative Agent an executed original or
telefacsimile of a counterpart of this Amendment or shall have orally confirmed
to Administrative Agent that such Lender agreed to all of the terms and
conditions of this Amendment, as set forth herein.
5.2 FOURTH AMENDMENT EFFECTIVE DATE PART 2
Sections 1.1, 1.2, 1.3, 1.4A, 1.4B, 1.5 and 1.6 of this Amendment shall
become effective only upon the satisfaction of all of the following conditions
precedents on or prior to December 31, 1997 (the date of satisfaction of such
conditions being referred to herein as the ``FOURTH AMENDMENT EFFECTIVE DATE
PART 2''):
A. All of the conditions set forth in subsection 5.1 of this Amendment
have been satisfied.
B. On or before the Fourth Amendment Effective Date Part 2, all Lenders
shall have delivered to Administrative Agent an executed original or
telefacsimile of a counterpart of this Amendment or shall have orally confirmed
to Administrative Agent that such Lender agreed to all of the terms and
conditions of this Amendment, as set forth herein.
23
C. On or before the Fourth Amendment Effective Date Part 2, Company shall
have delivered Resolutions of the Board of Directors of Company approving and
authorizing the execution, delivery and performance of this Amendment, certified
as of the Fourth Amendment Effective Date Part 2 by its corporate secretary or
an assistant secretary as being in full force and effect without modification or
amendment.
D. On or before the Fourth Amendment Effective Date Part 2, Company shall
have delivered to Administrative Agent executed originals of the Tranche D
Acquisition Term Notes for each of the Lenders which has a Tranche D Commitment
(drawn to the order of each Lender with appropriate insertions) in the principal
amount of such Lender's Tranche D Acquisition Term Loan as set forth in SCHEDULE
1.1A/2.1 annexed hereto.
E. On or before the Fourth Amendment Effective Date Part 2, Company shall
have delivered to Administrative Agent an originally executed copy of a written
opinion, dated as of the date hereof, of counsel for the Loan Parties, in form
and substance reasonably satisfactory to Administrative Agent and its counsel
and setting forth certain matters with respect to Company set forth in the
opinion of such counsel delivered on the Closing Date as they relate to this
Amendment, the Amended Agreement and the Tranche D Acquisition Term Notes.
F. On or before the Fourth Amendment Effective Date Part 2, Company shall
have delivered to Administrative Agent originally executed copies of the Company
Guaranty and the Second Amended and Restated Guaranty, each in the form as
annexed hereto.
G. On or before the Fourth Amendment Effective Date Part 2, Company
shall have received not less than $200,000,000 from the Additional Subordinated
Indebtedness Refinancing that shall have been applied to prepay the Tranche C
Loans in full and terminate the Tranche C Commitments.
6
COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender as of the date hereof, as of the Fourth Amendment
Effective Date Part 1 and as of the Fourth Amendment Effective Date Part 2 that
the following statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite corporate
power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the ``AMENDED AGREEMENT'').
24
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.
C. NO CONFLICT. The execution and delivery by Company of this Amendment
and the performance by Company of the Amended Agreement do not and will not
(i) violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, the Certificate or Articles of
Incorporation or Bylaws of Company or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding on Company
or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the
Fourth Amendment Effective Date Part 1 and disclosed in writing to Lenders.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental authority
or regulatory body.
E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by Company and, when executed and delivered, this Amendment and the
Amended Agreement will be the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT.
The representations and warranties contained in Section 4 of the Credit
Agreement are and will be true, correct and complete in all material respects to
the same extent as though made on and as of that date, 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.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.
25
7
MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the Fourth Amendment Effective Date Part 1 and the
Fourth Amendment Effective Date Part 2, as applicable, each reference in
the Credit Agreement to ``this Agreement'', ``hereunder'', ``hereof'',
``herein'' or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the ``Credit Agreement'',
``thereunder'', ``thereof'' or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent
or any Lender under, the Credit Agreement or any of the other Loan
Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees and
expenses as described in subsection 9.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT 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 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment 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 Amendment (other than the provisions of Sections 1, 2
and 3 hereof, the effectiveness of which are governed by Section 5 hereof) shall
become effective upon the execution of a counterpart hereof by Company, Lenders,
Syndication Agent, Distribution Agent and Administrative Agent and receipt
26
by Company and Administrative Agent of written or telephonic notification of
such execution and authorization of delivery thereof.
8
ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and the inclusion of the Tranche D Acquisition
Term Loans and related obligations as obligations guarantied by such Guarantor
pursuant to the Loan Documents and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under the Guaranty and the other Loan Documents to which such
Guarantor is a party shall not be impaired or affected and the Guaranty and such
other Loan Documents are, and shall continue to be, in full force and effect and
is hereby confirmed and ratified in all respects.
[Remainder of page intentionally left blank]
27
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WORLD COLOR PRESS, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name: ββββββββ βββββ
Title: Executive Vice President, Chief
Legal and Administrative Officer
THE ββββββ COMPANIES, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
ββββββ LITHOTECH, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
CENTRAL FLORIDA PRESS, L.C.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
NORTHEAST GRAPHICS INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
THE ββββββ COMPANY, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
S-1
IMAGE TECHNOLOGIES, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
ββββ COMMUNICATIONS COMPANY
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
βββββββ ACQUISITION CORPORATION
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
KRI, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
RAI, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
BCK 140 PARTNERSHIP
By: WORLD COLOR PRESS, INC.,
its General Partner
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
S-2
By: THE ββββββ COMPANIES, INC., its General
Partner
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
WORLD COLOR BOOK SERVICES, INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
THE βββββββ & ββββββ CO.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
βββββββ & ββββββ ENTERPRISES,
INC.
By: /s/ ββββββββ βββββ
-------------------------
Name:
Title:
S-3
BANKERS TRUST COMPANY,
individually as a Lender and
as Administrative Agent and as
Collateral Agent
By: /s/ ββββ ββ βββββ
-------------------------
Name: ββββ ββ βββββ
Title: Assistant Vice President
BANK OF AMERICA NT & SA,
as a Lender
By: /s/ ββββ ββββββββ
-------------------------
Name: ββββ ββββββββ
Title:
CITIBANK, N.A.,
as a Lender
By: /s/ βββββββ ββββββ
-------------------------
Name: βββββββ ββββββ
Title: Vice President & Attorney-in-Fact
ABN AMRO BANK, NV, NEW YORK BRANCH, as Lender
By: ABN Amro North America,
Inc.,
as Agent
By: /s/ βββββββ Or βββββ
-------------------------
Name: βββββββ Or βββββ
Title: Group Vice President
By: /s/ R. βββββ βββββ
-------------------------
Name: R. βββββ βββββ
Title: AVP
BANK OF MONTREAL,
as Lender
By: /s/ βββββββ ββββββββ
-------------------------
Name: βββββββ ββββββββ
Title: Director
β-β
βββ ββββ ββ ββββ ββββββ
as Lender
By: /s/ J. ββββ βββββββ
-------------------------
Name: J. ββββ βββββββ
Title: Authorized Signatory
BANK OF SCOTLAND,
as Lender
By: /s/ βββββ ββββ Tat
-------------------------
Name: βββββ ββββ Tat
Title: Vice President
BANK OF TOKYO - MITSUBISHI TRUST COMPANY, as
Lender
By: /s/ βββββ ββββββ
-------------------------
Name: βββββ β. ββββββ
Title: Assistant Vice President
BANQUE PARIBAS,
as Lender
By: /s/ ββββ β. βββββββββ, III
--------------------------
Name: ββββ β. βββββββββ, III
Title: Vice President
By: /s/ ββββ ββββββββ
-------------------------
Name: ββββ ββββββββ
Title: Director
CIBC, INC., as Lender
By: /s/ βββββββ β. βββββ
-------------------------
Name: βββββββ β. βββββ
Title: Managing Director CIBC Wood Gundy
Securities Corp., as Agent
S-5
FLEET NATIONAL BANK,
as Lender
By: /s/ ββββ βββββ
-------------------------
Name: ββββ βββββ
Title: Vice President
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
as Lender
By: /s/ βββββ ββββββββ
-------------------------
Name: βββββ ββββββββ
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN, LTD., as Lender
By: /s/ Takuya Houjo
-------------------------
Name: Takuya Houjo
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
CHICAGO BRANCH,
as Lender
By: /s/ ββββ β. ββββββββ
-------------------------
Name: ββββ β. ββββββββ
Title: Senior Vice President &
Team Leader
PNC BANK, KENTUCKY, INC.,
as Lender
By: /s/ βββββ β. ββββββββ
-------------------------
Name: βββββ β. ββββββββ
Title: Vice President
S-6
THE SANWA BANK, LIMITED,
as Lender
By: /s/ βββββββ β. Sorrasso
-------------------------
Name: βββββββ β. Sorrasso
Title: Vice President
BANKBOSTON, N.A. (formerly know as The First
National Bank of Boston), as Lender
By: /s/ βββββ β. ββββββββ
-------------------------
Name: βββββ β. ββββββββ
Title: Vice President
CREDIT SUISSE FIRST BOSTON
(formerly known as Credit
Suisse), as Lender
By: /s/ βββββ β. ββββββ
-------------------------
Name: βββββ β. ββββββ
Title: Vice President
By: /s/ ββββββ β. ββββββ
-------------------------
Name: ββββββ β. ββββββ
Title: Associate
THE DAI-ICHI KANGYO BANK, LTD.,
as Lender
By: /s/ βββββββββ β. ββββββ
-------------------------
Name: βββββββββ β. ββββββ
Title: Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES,
as Lender
By: /s/ βββββββ β. βββββββ
-------------------------
Name: βββββββ β. βββββββ
Title: Assistant Vice President
By: /s/ βββββ ββββββββ
-------------------------
Name: βββββ ββββββββ
S-7
Title: Assistant Treasurer
THE SAKURA BANK, LIMITED, as
Lender
By: /s/ βββββββββ ββββββ
-------------------------
Name: βββββββββ ββββββ
Title: Vice President
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH, as Lender
By: /s/ ββββ β. βββββββββ
-------------------------
Name: ββββ β. βββββββββ
Title: Joint General Manager
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH, as Lender
By: /s/ βββββ β. ββββββ
-------------------------
Name: βββββ β. ββββββ
Title: Senior Vice President
Manager, Corporate Finance Dept.
THE YASUDA TRUST AND BANKING CO., LTD.,
NEW YORK BRANCH, as Lender
By: /s/ ββββ β. Laudenschlacer
--------------------------
Name: ββββ β. Laudenschlacer
Title: Senior Vice President
THE TOKAI BANK, LTD., NEW YORK BRANCH,
as Lender
By: /s/ βββββ βββ
-------------------------
Name: βββββ βββ
Title: Associate General Manager
S-8
ββββββ BANK LTD NEW YORK BRANCH
as Lender
By: /s/ ββββ β. ββββ
-------------------------
Name: ββββ β. ββββ
Title: Vice President
By: /s/ βββββ ββββββ
-------------------------
Name: βββββ ββββββ
Title: Vice President
BAYERISCHE VEREINSBANK AG, NEW YORK
BRANCH, as Lender
By: /s/ ββββ ββββ
-------------------------
Name: ββββ ββββ
Title:
By: /s/ ββββββ βββββ
-------------------------
Name: ββββββ βββββ
Title:
THE BANK OF NEW YORK,
as Lender
By: /s/ βββββββ β. β. βββββ
-------------------------
Name: βββββββ β. β. βββββ
Title: Vice President
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ βββββββ β. βββββββ
-------------------------
Name: βββββββ β. βββββββ
Title: Senior Vice President
S-9
GIROCREDIT BANK
AKTIENGESELLSCHAFT DER SPARKASSEN,
GRAND CAYMAN ISLAND BRANCH, as Lender
By: /s/ ββββ βββββββ
-------------------------
Name: ββββ βββββββ
Title: Vice President
By: /s/ ββββ Rannion
-------------------------
Name: ββββ Rannion
Title: FVP
BANK LEUMI TRUST COMPANY NEW
YORK, as Lender
By: /s/ ββββββ ββββββ
-------------------------
Name: ββββββ ββββββ
Title: Vice President
CAISSE NATIONALE DE CREDIT
AGRICOLE, as Lender
By: /s/ ββββ βββββββββ
-------------------------
Name: ββββ βββββββββ
Title: Vice President
βββββββ βββββ CREDIT PARTNERS
L.P., as Lender
By: /s/ βββββββ β. ββββββββββ
-------------------------
Name: βββββββ β. ββββββββββ
Title: Authorized Signatory
S-10
ββββββ COMMERCIAL PAPER INC.,
as Lender
By: /s/ ββββββββ βββββββ
-------------------------
Name: ββββββββ βββββββ
Title: Authorized Signatory
ββββββ βββββββ SENIOR FUNDING, INC.,
as Lender
By: /s/ βββββββ β. ββββββββββ
-------------------------
Name: βββββββ β. ββββββββββ
Title: Vice President
THE TOYO TRUST AND BANKING CO.
LTD.,
as Lender
By: /s/ βββββββ ββββββ
-------------------------
Name: βββββββ ββββββ
Title: Vice President
S-11
ALLIED IRISH BANKS PLC, CAYMAN
ISLANDS BRANCH,
as Lender
By: /s/ ββββββ ββββββ
-------------------------
Name: ββββββ ββββββ
Title: Vice President
By: /s/ β. β. ββββββββββ
-------------------------
Name: β. β. ββββββββββ
Title:
GULF INTERNATIONAL BANK B.S.C.,
as Lender
By: /s/ ββββββ β. βββββββββββ
-------------------------
Name: ββββββ β. βββββββββββ
Title: Vice President
By: /s/ ββββ β. ββββββ
-------------------------
Name: ββββ β. ββββββ
Title: Senior Vice President &
Branch Manager
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED,
as Lender
By: /s/ ββββββ βββββ
-------------------------
Name: ββββββ βββββ
Title: Vice President
S-12