First Amendment to Credit Agreement among Moore Holdings U.S.A. Inc., Moore Wallace Incorporated, and Lenders

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment, dated June 13, 2003, modifies the Credit Agreement originally signed on March 14, 2003, among Moore Holdings U.S.A. Inc., Moore Wallace Incorporated, various lenders, and Citicorp North America, Inc. as Administrative Agent. The amendment updates certain financial reporting requirements, adds a new covenant regarding fixed-rate indebtedness, and revises definitions and exhibits. It becomes effective once signed by the required parties and is governed by New York law. All other terms of the original Credit Agreement remain unchanged.

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EX-10.2 29 y90023exv10w2.txt AMENDMENT NO. TO THE CREDIT AGREEMENT Exhibit 10.2 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of June 13, 2003, among MOORE HOLDINGS U.S.A. INC., a Delaware corporation (the "Borrower"), MOORE WALLACE INCORPORATED (f/k/a Moore Corporation Limited), a corporation incorporated under the Canada Business Corporations Act (the "Canadian Parent"), the lenders party to the Credit Agreement referred to below (the "Lenders"), and CITICORP NORTH AMERICA, INC., 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, the Borrower, the Canadian Parent, the Lenders, the Co-Documentation Agents, the Administrative Agent and the Syndication Agent are parties to a Credit Agreement, dated as of March 14, 2003 (as amended, modified, restated and/or supplemented to, but not including, the date hereof, the "Credit Agreement"); and WHEREAS, the Borrower has requested, and the Lenders have agreed to, the amendments to the Credit Agreement as provided herein on the terms and conditions set forth herein; NOW, THEREFORE, it is agreed: 1. Section 8.01(d) of the Credit Agreement is hereby amended by (a) deleting the words "Credit Parties" appearing in clause (i) thereof and inserting the words "Canadian Parent and its Subsidiaries" in lieu thereof, (b) deleting the word "and" appearing at the end of clause (ii) thereof and inserting a comma in lieu thereof and (c) deleting the period appearing at the end of clause (iii) thereof and inserting the following new clause (iv) at the end thereof: "and (iv) set forth (A) the calculations required to establish whether the Canadian Parent and its Subsidiaries were in compliance with the provisions of Section 8.21 at the end of such fiscal quarter or fiscal year, as the case may be, and (B) a description of each Interest Rate Protection Agreement maintained by the Canadian Parent and its Subsidiaries in respect of Balance Sheet Indebtedness at the end of such fiscal quarter or fiscal year, as the case may be (which description shall include the notional amount thereof, the principal terms (including the currency, financial terms and expiration date) related thereto and whether a Lender (or any affiliate thereof) is a party thereto)." 2. Section 8 of the Credit Agreement is hereby further amended by inserting the following new Section 8.21 at the end thereof: "8.21 Fixed Rate Balance Sheet Indebtedness. The Canadian Parent and its Subsidiaries shall at all times cause the aggregate amount of Balance Sheet Indebtedness bearing interest at a fixed interest rate (including, without limitation, the aggregate notional amount all Interest Rate Protection Agreements which at such time have the effect of converting Balance Sheet Indebtedness bearing interest at a floating interest rate to Balance Sheet Indebtedness bearing interest at a fixed interest rate, but subtracting, in any event, the aggregate notional amount of all Interest Rate Protection Agreements then in effect which at such time have the effect of converting Balance Sheet Indebtedness bearing interest at a fixed interest rate to Balance Sheet Indebtedness bearing interest at a floating interest rate) to equal or exceed 25% of all Balance Sheet Indebtedness then outstanding." 3. Section 9.04(vi) of the Credit Agreement is hereby amended by deleting the words "floating rate" appearing therein. 4. Section 11.01 of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order: "Balance Sheet Indebtedness" shall mean, at any time, the aggregate amount of Indebtedness (including, without limitation, the outstanding principal amount of all Loans, all Capitalized Lease Obligations and all purchase money Indebtedness) of the Canadian Parent and its Subsidiaries (determined on a consolidated basis) that would be reflected on a balance sheet prepared in accordance with GAAP. 5. Section 13.07(a) of the Credit Agreement is hereby amended by inserting the text ", 8.21" immediately following the text "Sections 4" appearing in clause (i) of the proviso thereto. 6. The Credit Agreement is hereby further amended by deleting Exhibit M thereto and inserting new Exhibit M in the form of Exhibit M attached hereto. 7. This Amendment shall become effective on the date (the "First Amendment Effective Date") when the Canadian Parent, the Borrower, and 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 the Notice Office. 8. In order to induce the Lenders to enter into this Amendment, the Canadian Parent and the Borrower hereby represent and warrant that (i) no Default or Event of Default exists on the First Amendment Effective Date, both before and after giving effect to this Amendment and (ii) on the First Amendment Effective Date, both before and after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 9. 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 delivered to the Borrower and the Administrative Agent. -2- 10. 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. 11. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. This Amendment shall constitute a Credit Document for all purposes under the Credit Agreement and the other Credit Documents. 12. This Amendment is limited as specified and shall not constitute a modification, acceptance or amendment of any other provision of the Credit Agreement or any other Credit Document. * * * -3- 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. MOORE HOLDINGS U.S.A INC. By:/s/ John V. Laurie ------------------------------ Name: John V. Laurie Title:Senior Vice President, Treasurer MOORE WALLACE INCORPORATED By:/s/ John V. Laurie ------------------------------ Name: John V. Laurie Title:Senior Vice President, Treasurer CITICORP NORTH AMERICA, INC., Individually and as Administrative Agent By:/s/ Robert Chen ------------------------------ Name: Robert Chen Title: Vice President SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF JUNE 13, 2003, TO THE CREDIT AGREEMENT, DATED AS OF MARCH 14, 2003, AMONG MOORE HOLDINGS U.S.A. INC., A DELAWARE CORPORATION, MOORE WALLACE INCORPORATED (F/K/A MOORE CORPORATION LIMITED), A CORPORATION INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT, THE VARIOUS LENDERS PARTY THERETO, BANK ONE, NA, FLEET NATIONAL BANK AND THE BANK OF NOVA SCOTIA, AS CO-DOCUMENTATION AGENTS, CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT, AND DEUTSCHE BANK SECURITIES INC., AS SYNDICATION AGENT NAME OF INSTITUTION: Deutsche Bank, Cayman Islands Branch ----------------------------------------- By: /s/ Susan LeFevre ----------------------------------- Name: Susan LeFevre Title: Director NAME OF INSTITUTION: Blue Square Funding Series 3 Deutsche Bank Trust Co. America FKA Bankers Trust Co. ----------------------------------------- By: /s/ Stephen Hessler ----------------------------------- Name: Stephen Hessler Title: Vice President NAME OF INSTITUTION: Bank One, NA ----------------------------------------- By: /s/ Gregory A. Gilbert ----------------------------------- Name: Gregory A. Gilbert Title: Director NAME OF INSTITUTION: American Express Certificate Company By: American Express Asset Management Group, Inc. as Collateral Manager ----------------------------------------- By: /s/ Yvonne E. Stevens ----------------------------------- Name: Yvonee E. Stevens Title: Senior Managing Director NAME OF INSTITUTION: APEX (IDM) CDO I. LTD ----------------------------------------- By: David L. Babson & Company Inc. as Collateral Manager By: /s/ ----------------------------------- Name: John Stelwagon Title: Managing Director -2- NAME OF INSTITUTION: BABSON CLO LTD. 2003-I ------------------------------- By: David L. Babson & Company Inc. as Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: Bank of Ireland ----------------------------------------- By: /s/ G. Hannon ----------------------------------- Name: G. Hannon Title: Authorized Signatory By: /s/ M Maher ----------------------------------- Name: M. Maher Title: Authorized Signatory NAME OF INSTITUTION: BILL & MELINDA GATES FOUNDATION ----------------------------------------- By: David L. Babson & Company Inc. as Investment Adviser By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director -3- NAME OF INSTITUTION: BNP Paribas (New York) ----------------------------------------- By: /s/ Henry Gaw ----------------------------------- Name:Henry Gaw Title: Deputy Head By: /s/ Christopher Perras ----------------------------------- Name: Christopher Perras Title: Associate NAME OF INSTITUTION: Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender ----------------------------------------- By: /s/ Diane J.Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager NAME OF INSTITUTION: Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender ----------------------------------------- By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager -4- NAME OF INSTITUTION: Centurian CDO II, Ltd. ----------------------------------------- By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanna Stavrakis ----------------------------------- Name: Leanna Stavrakis Title: Director - Operations NAME OF INSTITUTION: Centurian CDO VI, Ltd. ----------------------------------------- By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanna Stavrakis ----------------------------------- Name: Leanna Stavrakis Title: Director - Operations NAME OF INSTITUTION: CIBC Inc., as a Lender ----------------------------------------- By: /s/ Gerald Girardi ----------------------------------- Name: Gerald Girardi Title: Executive Director NAME OF INSTITUTION: Citibank, N.A. ----------------------------------------- By: /s/ James Nessel ----------------------------------- Name: James Nessel Title: Director -5- NAME OF INSTITUTION: CONSTANTINUS EATON VANCE CDO V, LTD. ----------------------------------------- By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President NAME OF INSTITUTION: Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD., or an affiliate ----------------------------------------- By: /s/ John P. Thacker ----------------------------------- Name: John P. Thacker Title: Chief Credit Officer NAME OF INSTITUTION: EATON VANCE CDO III, LTD. ----------------------------------------- By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President -6- NAME OF INSTITUTION: EATON VANCE CDO IV, LTD. ----------------------------------------- By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President NAME OF INSTITUTION: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND ----------------------------------------- By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President NAME OF INSTITUTION: EATON VANCE SENIOR INCOME - TRUST ----------------------------------------- By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President -7- NAME OF INSTITUTION: EATON VANCE VT FLOATING-RATE INCOME FUND ----------------------------------------- By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President NAME OF INSTITUTION: ELC (CAYMAN) LTD. ----------------------------------------- By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: ELC (CAYMAN) LTD. CDO SERIES 1999-I ----------------------------------------- By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director -8- NAME OF INSTITUTION: ELC (CAYMAN) LTD.1999-III ----------------------------------------- By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: ELC (CAYMAN) LTD.2000-I ----------------------------------------- By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: FRANKLIN CLO II, Ltd. ----------------------------------------- By: /s/ Richard Hsu ----------------------------------- Name: Richard Hsu Title: Vice President NAME OF INSTITUTION: FRANKLIN CLO III, Ltd. ----------------------------------------- By: /s/ Richard Hsu ----------------------------------- Name: Richard Hsu Title: Vice President -9- NAME OF INSTITUTION: FRANKLIN CLO IV, Ltd. ----------------------------------------- By: /s/ Richard Hsu ----------------------------------- Name: Richard Hsu Title: Vice President NAME OF INSTITUTION: FRANKLIN FLOATING RATE MASTER SERIES ----------------------------------------- By: /s/ Richard Hsu ----------------------------------- Name: Richard Hsu Title: Vice President NAME OF INSTITUTION: FRANKLIN FLOATING RATE TRUST By:/s/ Richard Hsu ----------------------------------- Name: Richard Hsu Title: Vice President NAME OF INSTITUTION: Gallatin Funding I Ltd. ----------------------------------------- By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ Niall Rosenzweig ----------------------------------- Name: Niall Rosenzweig Title: Associate Director -10- NAME OF INSTITUTION: General Electric Capital Corporation ----------------------------------------- By: /s/ Robert M. Kadlick ----------------------------------- Name: Robert M. Kadlick Title: Duly Authorized Signatory NAME OF INSTITUTION: GLENEAGLES TRADING LLC ----------------------------------------- By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst. Vice President NAME OF INSTITUTION: GRAYSON & CO ----------------------------------------- By: Boston Management and Research as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President -11- NAME OF INSTITUTION: Sankaty Advisors, LLC as Collateral Manager for Great Point CLO 1999-1 Ltd., as Term Lender ----------------------------------------- By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager NAME OF INSTITUTION: GSC PARTNERS GENINI FUNDLIMITED ----------------------------------------- By: GSCP (NJ), L.P., as Collateral Monitor By: GSCP (NJ), INC., its General Partner By: /s/ Danny Siegal ----------------------------------- Name: Danny Siegal Title: Senior Vice President NAME OF INSTITUTION: Gulf Stream - Compass CLO 2002-I, Ltd. ----------------------------------------- By: Gulf Stream Asset Management, LLC By: /s/ Barry K. Love ----------------------------------- Name: Barry K. Love Title: Chief Credit Officer -12- NAME OF INSTITUTION: HARBOR TOWN FUNDING LLC ----------------------------------------- By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst. Vice President NAME OF INSTITUTION: Harch CLO I, Ltd. ----------------------------------------- By: /s/ Michael E. Lewitt ----------------------------------- Name: Michael E. Lewitt Title: Authorized Signatory NAME OF INSTITUTION: IDS Life Insurance Company ----------------------------------------- By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Yvonne E. Stevens ----------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director NAME OF INSTITUTION: INDOSUEZ CAPITAL FUNDING VI LIMITED ----------------------------------------- By: Indosuez Capital as Collateral Manager By: /s/ Paul O. Travers ----------------------------------- Name: Paul O. Travers Title: Managing Director -13- NAME OF INSTITUTION: JUPITER LOAN FUNDING LLC ----------------------------------------- By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst. Vice President NAME OF INSTITUTION: KZH CYPRESSTREE-1 LLC ----------------------------------------- By: /s/ Joyce Fraser-Bryant ----------------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent NAME OF INSTITUTION: KZH HIGHLAND-2 LLC ----------------------------------------- By: /s/ Joyce Fraser-Bryant ----------------------------------- Name: Joyce Fraser Bryant Title: Authorized Agent NAME OF INSTITUTION: KZH STERLING LLC ----------------------------------------- By: /s/ Joyce Fraser-Bryant ----------------------------------- Name: Joyce Fraser Bryant Title: Authorized Agent -14- NAME OF INSTITUTION: LASALLE BANK, N.A. ----------------------------------------- By: /s/ Aaron L. Markos ----------------------------------- Name: Aaron L. Markos Title: Assistant Vice President NAME OF INSTITUTION: Madison Avenue CDO III, Ltd. ----------------------------------------- By: Metropolitan Life Insurance Company, as Collateral Manager By: /s/ James A. Wiviott ----------------------------------- Name: James A. Wiviott Title: Director NAME OF INSTITUTION: Madison Avenue CDO IV, Ltd. ----------------------------------------- By: Metropolitan Life Insurance Company, as Collateral Manager By: /s/ James A. Wiviott ----------------------------------- Name: James A. Wiviott Title: Director -15- NAME OF INSTITUTION: MAPLEWOOD (CAYMAN LIMITED) --------------------------------- By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY ----------------------------------------- By: David L. Babson & Company Inc. as Investment Adviser By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: Metropolitan Life Insurance Company ----------------------------------------- By: /s/ James A. Wiviott ----------------------------------- Name: James A. Wiviott Title: Director -16- NAME OF INSTITUTION: MORGAN STANLEY SENIOR FUNDING ----------------------------------------- By: /s/ Todd Vannucci ----------------------------------- Name: Todd Vannucci Title: Vice President NAME OF INSTITUTION: NATIONWIDE MUTUAL INSURANCE COMPANY ----------------------------------------- By: /s/ Joseph P. Young ----------------------------------- Name: Joseph P. Young Title: Associate Vice President NAME OF INSTITUTION: NATIONWIDE MUTUAL INSURANCE COMPANY ----------------------------------------- (Sep. Acct. B/Retirement) By: /s/ Joseph P. Young ----------------------------------- Name: Joseph P. Young Title: Associate Vice President -17- NAME OF INSTITUTION: OXFORD STRATEGIC INCOME FUND ----------------------------------------- By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President NAME OF INSTITUTION: PINEHURST TRADING, INC. ----------------------------------------- By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst. Vice President NAME OF INSTITUTION: Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender ----------------------------------------- By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager -18- NAME OF INSTITUTION: Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender ----------------------------------------- By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager NAME OF INSTITUTION: RESTORATION FUNDING CLO, LTD. ---------------------------------- By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark Okada ----------------------------------- Name: Mark Okada Title: Chief Investment Officer Highland Capital Management, L.P. NAME OF INSTITUTION: RIVIERA FUNDING LLC ----------------------------------------- By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst. Vice President -19- NAME OF INSTITUTION: RMF LOANS LIMITED ----------------------------------------- By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark Okada ----------------------------------- Name: Mark Okada Title: Chief Investment Officer Highland Capital Management, L.P. NAME OF INSTITUTION: Sankaty High Yield Partners III,L.P. ----------------------------------------- By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager NAME OF INSTITUTION: SCOTTSDALE INSURANCE ----------------------------------------- By: /s/ Joseph P. Young ----------------------------------- Name: Joseph P. Young Title: Associate Vice President -20- NAME OF INSTITUTION: SENIOR DEBT PORTFOLIO ----------------------------------------- By: Boston Management and Research as Investment Advisor By: /s/ Scott H. Page ----------------------------------- Name: Scott H. Page Title: Vice President NAME OF INSTITUTION: Sequils - Centurion V. Ltd. ----------------------------------------- By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanna Stavrakis ----------------------------------- Name: Leanna Stavrakis Title: Director - Operations NAME OF INSTITUTION: Sierra CLO I. Ltd. ----------------------------------------- By: /s/ John M. ----------------------------------- Name: John M. Title: Chief Operating-Officer Central Pacific LLP (Manager) NAME OF INSTITUTION: STANWICH LOAN FUNDING LLC ----------------------------------------- By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst. Vice President -21- NAME OF INSTITUTION: SUFFIELD CLO, LIMITED ----------------------------------------- By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: TORONTO DOMINION (NEW YORK), INC. ----------------------------------------- By: /s/ Gwen Zirkle ----------------------------------- Name: Gwen Zirkle Title: Vice President NAME OF INSTITUTION: Trumbull THC, Ltd. ----------------------------------------- By: /s/ Gwen Zirkle ----------------------------------- Name: Gwen Zirkle Title: Vice President -22- NAME OF INSTITUTION: TYRON CLO LTD., 2001-I ----------------------------------------- By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John Stelwagon ----------------------------------- Name: John Stelwagon Title: Managing Director NAME OF INSTITUTION: Wachovia Bank, National Association By: /s/ Allison Page Newman ----------------------------------- Name: Allison Page Newman Title: Assistant Vice President NAME OF INSTITUTION: WINGED FOOT FUNDING TRUST ----------------------------------------- By: /s/ Ann E. Morris ----------------------------------- Name: Ann E. Morris Title: Asst. Vice President -23- EXHIBIT M COMPLIANCE CERTIFICATE This Compliance Certificate is delivered to you pursuant to Section 8.01(d) of the Credit Agreement, dated as of March 14, 2003 (as amended, modified, restated and/or supplemented from time to time, the "Credit Agreement"), among Moore Wallace Incorporated (f/k/a Moore Corporation Limited) (the "Canadian Parent"), Moore Holdings U.S.A. Inc. (the "Borrower"), the lenders from time to time party thereto, Bank One, NA, Fleet National Bank and The Bank of Nova Scotia, as Co-Documentation Agents, Citicorp North America, Inc., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined. 1. I am the duly elected, qualified and acting [Chief Financial Officer] [Treasurer] [Other Financial Officer] of the Canadian Parent. 2. I have reviewed and am familiar with the contents of this Compliance Certificate. I am providing this Compliance Certificate solely in my capacity as an officer of the Canadian Parent. The matters set forth herein are true to the best of my knowledge after due inquiry. 3. I have reviewed the terms of the Credit Agreement and the other Credit Documents and have made or caused to be made under my supervision a review in reasonable detail of the transactions and condition of the Canadian Parent and its Subsidiaries during the accounting period covered by the financial statements attached hereto as ANNEX 1 (the "Financial Statements"). Such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence after due inquiry, as of the date of this Compliance Certificate, of any condition or event which constitutes a Default or an Event of Default[, except as set forth below]. 4. Attached hereto as ANNEX 2 are the computations showing (in reasonable detail) compliance with the covenants specified therein. 5. Attached hereto as ANNEX 3 is the information required by Section 8.01(d)(iii) of the Credit Agreement as of the date of this Compliance Certificate. 6. Attached hereto as ANNEX 4 are the computations showing (in reasonable detail) compliance with Section 8.21 of the Credit Agreement and the information required by Section 8.01(d)(iv) of the Credit Agreement as of the date of this Compliance Certificate. 7. Attached hereto as ANNEX 5 is the information required to establish compliance with the respective subsections of Section 4.02 for the relevant periods. Exhibit M Page 2 IN WITNESS WHEREOF, I have executed this Compliance Certificate this __ day of _______, 200_. MOORE WALLACE INCORPORATED By____________________________ Name: Title: ANNEX 1 to EXHIBIT M [Financial Statements to be enclosed] ANNEX 2 to EXHIBIT M The information described herein is as of _________, ____(1) (the "Computation Date") and, except as otherwise indicated below, pertains to the period from January __, 200_ to the Computation Date (the "Relevant Period").
PERIOD OR DATE OF NEGATIVE AND FINANCIAL COVENANTS DETERMINATION AMOUNT -------------------------------- ------------- ------ A. Asset Sales, etc. (Section 9.02) 1. Section 9.02(x)(5) a. Fair Market Value of all Aggregate amount after the $_________ assets transferred Effective Date pursuant to Section 9.02(x)(5) b. Principal amount of all Aggregate amount after the $_________ loans and advances made Effective Date pursuant to Section 9.05(v)(B)(z) (determined without regard to any write-downs or write-offs thereof, but net of any cash repayments of principal received in respect thereof) c. Amount of cash equity Aggregate amount after the $_________ contributions made Effective Date pursuant to Section 9.05(xiv)(z) (net of any cash repayments received in respect thereof) d. Sum of lines a, b and c $_________ e. Limit under Section 9.02(x)(5) $200,000,000 2. Section 9.02(xiii)(B) Aggregate Net Sale Proceeds received during the Relevant Period B. Dividends (Section 9.03) 1. Section 9.03(ii) Aggregate amount of cash $________ expended during the Relevant Period C. Indebtedness (Section 9.04) 1. Section 9.04(ii) Amount outstanding on $________ Computation Date 2. Section 9.04(iii) Amount outstanding on $________ Computation Date 3. Section 9.04(iii)(x) Amount specified in item 2 $________ above that is outstanding under 9.04(iii)(x) on the Computation Date
- -------- 1 Insert the last day of the respective fiscal quarter or year covered by the financial statements which are required to be accompanied by this Compliance Certificate. Annex 2 to Exhibit M Page 2
PERIOD OR DATE OF NEGATIVE AND FINANCIAL COVENANTS DETERMINATION AMOUNT -------------------------------- ------------- ------ 4. Section 9.04(vii) Amount outstanding on $________ Computation Date 5. Section 9.04(ix) Amount outstanding on $________ Computation Date 6. Section 9.04(xv) Amount outstanding on $________ Computation Date D. Investments (Section 9.05) 1. Section 9.05(v)(z) See Section A.1 above 2. Section 9.05(vii)-Available Basket Amount a. Initial Available Basket Amount $100,000,000 b. Consolidated Cumulative Amount on Computation Date $________ 25% Net Income Amount(2) c. Investments made or Amount made after the $________ deemed made pursuant to Effective Date 9.05(vii) d. Capital Expenditures Amount made after the $________ made pursuant to Section Effective Date 9.07(f) e. Any increase to the Amount of increases after $________ Available Basket Amount the Effective Date in accordance with Section 9.05(vii) f. Line a plus line b minus $________ ---- ----- line c minus line d plus ----- ---- line e 3. Section 9.05(xiv)(z) See Section A.1 above E. Financial Covenants 1. Capital Expenditures (Section 9.07) a. Section 9.07(a) (i) Capital Expenditures Amount made in the fiscal $________ made pursuant to quarter of the Canadian Section 9.04(a) Parent ending on the Computation Date (ii)Consolidated Net Amount in the fiscal Quarter $________ Sales of the Canadian Parent ending on the Computation Date [(iii) Capital Amount made in the Relevant $________ Expenditures made Period pursuant to Section 9.07(a) (iv)Consolidated Net Amount made in the Relevant $_______]3 Sales for the Period Relevant Period
- -------- 2 Attached hereto in reasonable detail are the calculations required to arrive at Consolidated Cumulative 25% Net Income. Annex 2 to Exhibit M Page 3
PERIOD OR DATE OF NEGATIVE AND FINANCIAL COVENANTS DETERMINATION AMOUNT -------------------------------- ------------- ------ b. Section 9.07(b) (i) The lesser of (x) The immediately preceding $________ the unused amount of fiscal year of the Canadian Capital Expenditures Parent (in the case of each permitted pursuant to of clauses (x) and (y)) clause (i) or clause (ii), as the case may be, of the first sentence of Section 9.07(a) and (y) 40% of the Annual Permitted CapEx Amount (ii) Capital Amount made in Relevant $________ Expenditures made Period pursuant to Section 9.07(b) (iii) Line (i) minus $________ line (ii) c. Section 9.07(d) Amount made during Relevant $________ Period d. Section 9.07(e) Amount made during Relevant $________ Period 2. Consolidated Interest $________ Coverage Ratio (Section 9.08) a. Consolidated EBITDA(4) Test Period (as defined in $________ the Credit Agreement) ended on the Computation Date b. Consolidated Interest Test Period ended on the $________ Expense(5) Computation Date c. Ratio of line a to line b ____:1.00 d. Maximum Level permitted ____:1.00 pursuant to Section 9.08 3. Total Leverage Ratio (Section 9.09) a. Consolidated Debt(6) As at the Computation Date $________ b. Consolidated EBITDA Test Period ended on the $________ Computation Date c. Ratio of line a to line b ____:1.00 d. Maximum Level permitted ____:1.00 pursuant to Section 9.09
- -------- (. . . continued) 3 Not required in the case of a compliance certificate delivered with quarterly financial statements. 4 Attach hereto in reasonable detail are the calculations required to arrive at Consolidated EBITDA. 5 Attached hereto in reasonable detail are the calculations required to arrive at Consolidated Interest Expense. 6 Attach hereto in reasonable detail are the calculations required to arrive at Consolidated Debt. Annex 2 to Exhibit M Page 4
PERIOD OR DATE OF NEGATIVE AND FINANCIAL COVENANTS DETERMINATION AMOUNT -------------------------------- ------------- ------ 4. Senior Leverage Ratio (Section 9.09) a. Consolidated Senior As at the Computation Date $________ Debt(7) as at the Computation Date b. Consolidated EBITDA Test Period ended on the $________ Computation Date c. Ratio of line a to line b ____: 1.00 d. Maximum Level permitted pursuant to Section 9.09 ____: 1.00 5. Senior Secured Leverage Ratio (Section 9.09) a. Consolidated Senior As at the Computation Date $________ Secured Debt(8) b. Consolidated EBITDA Test Period ended on the $________ Computation Date c. Ratio of line a to line b ____: 1.00 d. Level required pursuant to Section 9.09 ____: 1.00
- -------- 7 Attach hereto in reasonable detail are the calculations required to arrive at Consolidated Senior Debt. 8 Attach hereto in reasonable detail are the calculations required to arrive at Consolidated Senior Secured Debt. ANNEX 3 to EXHIBIT M 1. It is hereby certified that no changes are required to be made to Schedule VIII or Schedule X of the Credit Agreement, any of Annexes C, F, H through K, inclusive, of the U.S. Security Agreement or Annexes A through F, inclusive, of the U.S. Pledge Agreement, or any equivalent schedules or annexes to any Canadian Security Agreement, Foreign Pledge Agreement or Additional Security Document, in each case so as to make the information set forth therein accurate and complete as of date of this Certificate[, except as specially set forth below: ------ ------ ------ All actions required to be taken by the Credit Agreement and the Security Documents as a result of the changes described above have been taken, and the Collateral Agent has, for the benefit of the Secured Creditors, a first priority perfected security interest in all Collateral pursuant to the various Security Documents to the extent required by the terms thereof].(1) - -------- 1 The bracketed language must be inserted if there have been any changes to the information, as contemplated by Section 8.01(d)(ii) of the Credit Agreement. ANNEX 4 to EXHIBIT M 1. The information described herein is as of _________, ____(1) (the "Computation Date"). A. Section 8.21 Amount (i) Balance Sheet Indebtedness on the $_______ Computation Date. (ii) Minimum amount of Balance $_______ Sheet Indebtedness required to be bearing interest at a fixed interest rate pursuant to (and calculated in accordance with) Section 8.21 on the Computation Date (i.e., 25% of the preceding clause (i)). (iii) Amount of Balance Sheet $_______ Indebtedness bearing interest at a fixed interest rate on the Computation Date (calculated in accordance with Section 8.21).
2. Set forth below is a description of each Interest Rate Protection Agreement maintained by the Canadian Parent and its Subsidiaries on the Computation Date (which description shall include the notional amount thereof, the principal terms (including the currency, financial terms and expiration date) related thereto and whether a Lender (or any affiliate thereof) is a party thereto): -------------------------------- -------------------------------- -------------------------------- - -------- 1 Insert the last day of the respective fiscal quarter or year covered by the financial statements which are required to be accompanied by this Compliance Certificate. ANNEX 5 to EXHIBIT M 1. [During the Relevant Period, neither the Canadian Parent nor any of its Subsidiaries has received any Net Sale Proceeds which would require mandatory repayment pursuant to Section 4.02(c) of the Credit Agreement.] [During the Relevant Period, neither the Canadian Parent nor any of its Subsidiaries has made any Asset Sale.](1) 2. [During the Relevant Period, neither the Canadian Parent nor any of its Subsidiaries has received any Net Cash Proceeds which would require a mandatory repayment pursuant to Section 4.02(d) of the Credit Agreement.](2) 3. [During the Relevant Period, neither the Canadian Parent nor any of its Subsidiaries has received any Net Cash Proceeds which would require a mandatory repayment pursuant to Section 4.02(e) of the Credit Agreement.](3) 4. [During the Relevant Period, neither the Canadian Parent nor any of its Subsidiaries has received any Net Recovery Event Proceeds.](4) 5. [For the Relevant Period, [the Excess Cash Flow is $_____________] [there is no Excess Cash Flow].](5) - -------- 1 If the Canadian Parent or any of its Subsidiaries has received Net Sale Proceeds during the Relevant Period, the dates and amounts should be specifically described, together with the dates and amounts of all required mandatory repayments pursuant to Section 4.02(c) of the Credit Agreement, together with a certification that all such required repayments have been made. 2 If the Canadian Parent or any of its Subsidiaries has received such Net Cash Proceeds during the Relevant Period that are required to be mandatorily prepared pursuant to Section 4.02(d), the certificate should describe the amounts and dates of the receipt thereof, as well as the amounts and dates of such required mandatory repayments, together with the certification that such payments have in fact been made. 3 If the Canadian Parent or any of its Subsidiaries has received Net Cash Proceeds during the Relevant Period that are required to be mandatorily prepared pursuant to Section 4.01(e), the certificate should describe the amounts and dates of the receipt thereof, as well as the amounts and dates of such required mandatory repayments, together with the certification that such payments have in fact been made. 4 If the Canadian Parent or its respective Subsidiary has received any Net Recovery Event Proceeds during the Relevant Period, the certificate should describe same and state the date of each receipt thereof and the amount of Net Recovery Event Proceeds received on each such date, together with sufficient information as to mandatory repayments and/or reinvestments thereof to determine compliance with Section 4.02(f) of the Credit Agreement, together with a statement that the Borrower is in compliance with the requirements of said Section 4.02(f). 5 This certification is only required in the case of a compliance certificate delivered with annual financial statements. The certificate should describe in reasonable detail the calculations necessary to determine the amount of Excess Cash Flow for the Relevant Period as well as the amount and dates of the required mandatory repayments pursuant to Section 4.02(g) of the Credit Agreement, together with the certification that the required mandatory repayments have been (or will be made) on the Excess Cash Flow Payment Date.