Waiver, Consent and Amendment to Senior Subordinated Credit Agreement among Big Flower Press Holdings, Inc., Big Flower Holdings, Inc., Subsidiary Guarantors, Lenders, and Agents (December 22, 1999)

Summary

This agreement, dated December 22, 1999, is between Big Flower Press Holdings, Inc., Big Flower Holdings, Inc., their subsidiary guarantors, certain lenders, and their agents. It temporarily waives and amends specific provisions of a prior credit agreement, allowing the company to make a $5 million loan to Cadogan Capital LLC for investment purposes, provided the loan is repaid by January 31, 2000. The agreement also updates certain administrative terms and confirms that all other terms of the original credit agreement remain in effect.

EX-10.2 5 a2106381zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 WAIVER, CONSENT AND AMENDMENT, dated as of December 22, 1999, to the Senior Subordinated Credit Agreement, dated as of December 7, 1999, among Big Flower Press Holdings, Inc., a Delaware corporation (the "Company"), Big Flower Holdings, Inc., a Delaware corporation ("Big Flower"), the Subsidiary Guarantors named on the signature pages hereto, the Lenders named on the signature pages hereto (the "Lenders") and Bankers Trust Company ("BTCo"), The Chase Manhattan Bank ("Chase") and NationsBridge, L.L.C. ("Nations") as Agents for the Lenders (in such capacity, the "Agents") (the "Credit Agreement"). Except as otherwise indicated herein, capitalized terms used herein have the same meanings as set forth in the Credit Agreement. W I T N E S S E T H : WHEREAS, pursuant to Section 12.6 of the Credit Agreement, the Company desires to have the Required Lenders waive certain provisions of the Credit Agreement and consent to the departure of the Company therefrom and to amend the provisions of Section 12.2 of the Credit Agreement; NOW THEREFORE, in consideration of the premises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. WAIVER AND CONSENT. (A) The Required Lenders hereby waive compliance with and consent to the departure by the Company and its Restricted Subsidiaries from the requirements contained in Section 6.4 (Investments;Joint Ventures) of the Credit Agreement which limits the amount of the Investments that the Company or any of its Restricted Subsidiaries can make, and the Required Lenders hereby allow the Company without violating Section 6.4 of the Credit Agreement to make a loan (the "Loan") to Cadogan Capital LLC in an amount not to exceed $5.0 million; provided the Loan shall be used to make a direct or indirect investment in Bill Gross' idealab! and the Loan is repaid no later than January 31, 2000. The Required Lenders also hereby waive compliance with and consent to the departure by the Company with the requirements contained in Section 6.8 (Transactions with Shareholders and Affiliates) of the Credit Agreement with respect to the making of the Loan and agree that the making of the Loan does not violate Section 6.8 of the Credit Agreement. The Required Lenders hereby agree that the making of the Loan shall not constitute an Event of Default or a Potential Event of Default under the Credit Agreement. -2- 2. AMENDMENT. Section 12.2 of the Credit Agreement is hereby amended as follows: (A) the proviso to the first sentence of Section 12.2A is hereby amended to read "PROVIDED that prior to the Conversion Date Bankers Trust Company shall be the book running syndication agent with respect to any Syndication by a Lender as of the Closing Date and any such Syndication by a Lender as of the Closing Date shall reduce the Lenders as of the Closing Date Respective Commitments and Loans on a pro rata basis"; and (B) the proviso to the sentence of Section 12.2B is hereby amended to read "PROVIDED that prior to the Conversion Date Bankers Trust Company shall be the book running agent with respect to any and all participations by a Lender as of the Closing Date and any and all such participations shall be on a pro rata basis with respect to all Lenders as of the Closing Date". 3. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Lenders and the Agents as follows: (A) The representations and warranties of the Company and its Subsidiaries contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of this date (other than representations and warranties which by their terms relate to an earlier date); and (B) Upon the effectiveness of this Waiver, Consent and Amendment, no Potential Event of Default or Event of Default has occurred and is continuing as of the date hereof. 4. ADDITIONAL FEES. The Company agrees to pay on demand all costs, fees and expenses of the Agents in connection with the preparation, execution and delivery of this Waiver, Consent and Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Agents with respect thereto. 5. SCOPE OF WAIVER, CONSENT AND AMENDMENT. Except as specifically waived, consented and amended to hereby, the Credit Agreement shall remain unchanged. It is declared and agreed by each of the parties hereto that the Credit Agreement, subject to this Waiver, Consent and Amendment, shall continue, in full force and effect, and that the Waiver, Consent and -3- Amendment and the Credit Agreement shall be read as and shall constitute one document. 6. COUNTERPARTS. This Waiver, Consent and Amendment may be executed in multiple counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 7. GOVERNING LAW. THIS WAIVER, CONSENT AND CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. 8. ACKNOWLEDGMENT AND CONSENT BY THE SUBSIDIARY-GUARANTORS. Each Subsidiary Guarantor hereby acknowledges that it has read this Waiver, Consent and Amendment and consents to the terms hereof and further confirms and agrees that, notwithstanding the effectiveness of this Waiver, Consent and Amendment, its obligations under its Guarantee shall not be impaired or affected and its Guarantee is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. -4- WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: BIG FLOWER PRESS HOLDINGS, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President SUBSIDIARY GUARANTORS: TREASURE CHEST ADVERTISING COMPANY, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President TREASURE CHEST ADVERTISING COMPANY OF NEW YORK, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President TREASURE CHEST ADVERTISING HOLDING COMPANY OF TEXAS, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President -5- TREASURE CHEST ADVERTISING COMPANY OF TEXAS, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President PRINTCO, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President BF AVIATION CORP. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President J.J. GRACE INCORPORATED By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President WEBCRAFT, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President COLORSTREAM TECHNOLOGIES, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President -6- WEBCRAFT MIDWEST, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President WEBCRAFT CHEMICALS, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President KSS TRANSPORTATION CORPORATION By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President IMPCO ENTERPRISES, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President OLWEN INTERNATIONAL DIRECT MAIL, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President -7- BIG FLOWER DIGITAL SERVICES, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President LASER TECH COLOR, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President PACIFIC COLOR CONNECTION, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President DCS, INCORPORATED By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President GAMMA ONE, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President IMMEDIA GRAPHICS, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President -8- ENTERON GROUP, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President MASTER EAGLE GRAPHICS SERVICES, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President MASTER VU INCORPORATED By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President REVERE PHOTO PLATEMAKERS COMPANY By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President COMPUTER COLOR GRAPHICS, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President -9- IMAGING CONSORTIUM, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President REACH AMERICA, INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President BIG FLOWER DIGITAL SERVICES (DELAWARE), INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President BIG FLOWER DIGITAL LLC By: BIG FLOWER DIGITAL SERVICES (DELAWARE), INC. By: /s/ Mark Angelson ------------------------------- Name: Mark Angelson Title: Executive Vice President -10- AGENTS: BANKERS TRUST COMPANY, as co-agent By: /s/ W. W. Archer ------------------------------- Name: W. W. Archer Title: Managing Director THE CHASE MANHATTAN BANK, as co-agent By: /s/ Lauren Camp ------------------------------- Name: Lauren Camp Title: NATIONSBRIDGE, L.L.C., as co-agent By: /s/ L. E. Wentz ------------------------------- Name: L. E. Wentz Title: Senior Vice President REQUIRED LENDERS: BANKERS TRUST CORPORATION By: ------------------------------- Name: Title: THE CHASE MANHATTAN BANK By: ------------------------------- Name: Title: NATIONSBRIDGE, L.L.C. By: ------------------------------- Name: Title: