First Amendment to Credit Agreement among Big Flower Holdings, Inc., Subsidiaries, and Lenders (December 9, 1999)
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This amendment updates a credit agreement originally dated December 7, 1999, among Big Flower Holdings, Inc., its subsidiaries, and a group of lenders. The amendment allows certain existing lenders to sell and assign their interests in various loan tranches to new lenders, adjusts the lenders' commitments and rights, and updates related schedules. It also requires the borrowers to issue new notes to lenders upon request. The amendment clarifies the responsibilities and representations of both existing and new lenders, but does not alter the underlying obligations of the borrowers under the original credit agreement.
EX-10.19 22 a2106381zex-10_19.txt EXHIBIT 10.19 EXHIBIT 10.19 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of December 9, 1999, among BIG FLOWER HOLDINGS, INC., a Delaware corporation ("Holdings"), BIG FLOWER PRESS HOLDINGS, INC., a Delaware corporation ("BFPH"), BIG FLOWER LIMITED, a Wholly-Owned Subsidiary of BFPH and a limited company organized under the laws of England ("BFL"), OLWEN DIRECT MAIL LIMITED, a Wholly-Owned Subsidiary of BFL and a limited company organized under the laws of England ("Olwen"), BIG FLOWER DIGITAL SERVICES LIMITED, an indirect Wholly-Owned Subsidiary of BF Digital and a limited company organized under the laws of England ("BFDSL"), FUSION PREMEDIA GROUP LIMITED (f/k/a Troypeak Limited), an indirect Wholly-Owned Subsidiary of BF Digital and a limited company organized under the laws of England ("Fusion"), PISMO LIMITED, an indirect Wholly-Owned Subsidiary of BF Digital and a limited company organized under the laws of England ("Pismo"), COLORGRAPHIC DIRECT RESPONSE LIMITED, a Wholly-Owned Subsidiary of BFL and a limited company organized under the laws of England ("Colorgraphic"), and THE ADMAGIC GROUP LIMITED, an indirect Wholly-Owned Subsidiary of BF Digital and a limited company organized under the laws of England ("Admagic", and together with BFPH, BFL, Olwen, BFDSL, Fusion, Pismo, Colorgraphic and each other entity that may become a party to the Credit Agreement referred to below as a U.K. Borrower in accordance with the provisions of Section 6 of the Credit Agreement, the "Borrowers", and each, a "Borrower"), the Lenders party to the Credit Agreement referred to below on the date hereof and immediately before giving effect to this Amendment (the "Existing Lenders"), CHASE SECURITIES, INC. and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers (in such capacities, the "Joint Lead Arrangers"), THE CHASE MANHATTAN BANK, as Administrative Agent (in such capacity, the "Administrative Agent"), BANKERS TRUST COMPANY, as Syndication Agent (in such capacity, the Syndication Agent") and BANK OF AMERICA, N.A., as Documentation Agent (in such capacity, the "Documentation Agent"), and each of the lenders listed on Schedule A hereto (each, a "New Lender" and, collectively, the "New Lenders"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H : WHEREAS, Holdings, the Borrowers, the Joint Lead Arrangers, the Administrative Agent, the Syndication Agent and the Documentation Agent are parties to a Credit Agreement, dated as of December 7, 1999 (the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: 1. Each Existing Lender hereby sells and assigns to each New Lender without recourse and without representation or warranty (other than as expressly provided herein), and each New Lender hereby purchases and assumes from each Existing Lender, that interest in and to each Existing Lender's rights and obligations in respect of those Tranches set forth on Schedule B hereto under the Credit Agreement as of the date hereof which in the aggregate for each such New Lender represents such New Lender's PRO RATA share (for each such New Lender, its "PRO RATA Share") in such Tranches as set forth on such Schedule B (calculated after giving effect to this Amendment), and such PRO RATA Share represents all of the outstanding rights and obligations under the Credit Agreement in respect of the Tranches that are being sold and assigned to each such New Lender pursuant to this Amendment, including, without limitation, (i) in the case of any assignment of the outstanding Tranche A Term Loans, all rights and obligations with respect to such New Lender's PRO RATA Share of such outstanding Tranche A Term Loans, (ii) in the case of any assignment of all or any portion of outstanding Total Tranche A Term Loan Commitment, all rights and obligations with respect to such New Lender's PRO RATA Share of the Total Tranche A Term Loan Commitment, (iii) in the case of any assignment of the outstanding Tranche B Term Loans, all rights and obligations with respect to such New Lender's PRO RATA Share of such outstanding Tranche B Term Loans, (iv) in the case of any assignment of all or any portion of the Total Dollar Facility Revolving Loan Commitment, all rights and obligations with respect to such New Lender's PRO RATA Share of the Total Dollar Facility Revolving Commitment and of any outstanding Dollar Facility Revolving Loans, Dollar Facility Swingline Loans and Dollar Facility Letters of Credit and (v) in the case of all or any assignment of all or any portion of all or the Total Multicurrency Facility Revolving Loan Commitment, all rights and obligations with respect to such New Lender's Pro RATA Share of the Total Multicurrency Facility Revolving Loan Commitment and of any outstanding BFPH Multicurrency Facility Revolving Loans, BFPH Multicurrency Facility Swingline Loans, U.K. Borrowers Multicurency Facility Revolving Loans, U.K. Borrowers Multicurrency Facility Swingline Loans and Multicurrency Facility Letters of Credit. After giving effect to this Amendment, each Lender's outstanding Tranche A Term Loans, Tranche B Term Loans, Dollar Facility Revolving Loan Commitment and Multicurrency Facility Revolving Loan Commitment will be as set forth on Schedule C hereto. 2. In accordance with the requirements of Section 13.04(b) of the Credit Agreement, on the First Amendment Effective Date (as defined below), (i) the Credit Agreement shall be amended by deleting Schedule I thereto in its entirety and by inserting in lieu thereof a new Schedule I in the form of Schedule C hereto and (ii) each Borrower agrees that it will, upon the request of any Lender, issue appropriate new Note(s) to such Lender in conformity with the requirements of Section 1.05 of the Credit Agreement. 3. On and after the First Amendment Effective Date, Schedule II to the Credit Agreement shall be amended by deleting such Schedule in its entirety and inserting in lieu thereof a new Schedule II in the form of Schedule D hereto. 4. Each Existing Lender (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents or any other instrument -2- or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Holdings or any of its Subsidiaries or the performance or observance by Holdings or any of its Subsidiaries of any of their respective obligations under the Credit Agreement or the other Credit Documents to which they are a party or any other instrument or document furnished pursuant thereto. 5. Each New Lender (i) represents and warrants that it is duly authorized to enter into and perform the terms of this Amendment; (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is (I) a parent company and/or an affiliate of the Assignor which is at least 50% owned by the Assignor or its parent company, (II) in the event the Assignor is a fund that invests in bank loans, a fund that invests in bank loans and is managed by the same investment advisor of the Assignor or by an affiliate of such investment advisor or (III) an Eligible Transferee under Section 13.04(b) of the Credit Agreement; (v) appoints and authorizes each Agent and the Collateral Agent to take such action as agents on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to such Agent and the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vii) to the extent legally entitled to do so, agrees to promptly submit to BFPH and the Administrative Agent the appropriate Internal Revenue Service Forms described in Section 13.04(b) of the Credit Agreement. 6. Each of the Existing Lenders, the New Lenders and the Administrative Agent hereby agree that (x) all interest on any New Lender's PRO RATA Share of the outstanding Loans, all RL Commitment Commission (if applicable) on such New Lender's PRO RATA Share of the Total Dollar Facility Revolving Loan Commitment and/or the Total Multicurrency Facility Revolving Loan Commitment, as the case may be, and all TL Commitment Commission (if applicable) on such New Lender's PRO RATA Share of the Total Tranche A Term Loan Commitment, in each case accrued prior to the delivery by such New Lender of the amount referred to in clause (ii) of Section 11 of this Amendment, shall be for the account of the Existing Lender and (y) all such interest and Commitment Commission accrued on and after the delivery of the amount referred to in clause (ii) of such Section 11 shall be for the account of such New Lender. 7. In accordance with Section 13.04(b) of the Credit Agreement, on and as of the date upon which each New Lender delivers the amount referred to in clause (ii) of Section 11 of this Amendment, such New Lender shall become a "Lender" under, and for all purposes of, the Credit Agreement and the other Credit Documents -3- and, notwithstanding anything to the contrary in Section 13.16 of the Credit Agreement, the Administrative Agent shall record the transfers contemplated hereby in the Register. The Administrative Agent hereby waives the assignment fee referred to in Section 13.04(b) of the Credit Agreement in connection with the assignments effected hereby. 8. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 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 lodged with Holdings and the Administrative Agent. 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. Subject to Section 12 of this Amendment, this Amendment shall become effective on the date (the "First Amendment Effective Date") when (i) Holdings, the Borrowers, the Joint Lead Arrangers, the Administrative Agent, the Syndication Agent, the Documentation Agent, each Existing Lender and each New Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office and (ii) each New Lender shall have delivered to the Administrative Agent for the accounts of the respective Existing Lenders, an amount equal to such New Lender's relevant PRO RATA Share of the principal amount of the outstanding Loans. 12. Notwithstanding Section 11 of this Amendment, if for any reason any New Lender shall not have (i) signed a counterpart hereof and delivered the same to the Administrative Agent at its Notice Office and (ii) delivered to the Administrative Agent an amount equal to such New Lender's relevant PRO RATA Share of the principal amount of the outstanding Loans, in each case on or prior to December 9, 1999, then, if the respective Existing Lender agrees, this Amendment shall become effective notwithstanding such failure, PROVIDED that (x) Schedule C shall be modified to delete any such New Lender and such New Lender's relevant PRO RATA Share shall be reallocated to the respective Existing Lender and (y) the signature pages of this Amendment shall be deemed revised to delete such New Lender's name therefrom. 13. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby. * * * -4- 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. BIG FLOWER HOLDINGS, INC., as a Guarantor By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman BIG FLOWER PRESS HOLDINGS, INC., as a Borrower and a Guarantor By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman BIG FLOWER LIMITED, as a Borrower By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman OLWEN DIRECT MAIL LIMITED, as a Borrower By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman FUSION PREMEDIA GROUP, as a Borrower By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman PISMO LIMITED, as a Borrower By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman BIG FLOWER DIGITAL SERVICES LIMITED, as a Borrower By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman COLORGRAPHIC DIRECT RESPONSE LIMITED By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman THE ADMAGIC GROUP LIMITED By /s/ Mark Angelson -------------------------- Title: Executive V.P./Office of the Chairman THE CHASE MANHATTAN BANK Individually and as Administrative Agent By /s/ Bruce Borden -------------------------- Title: Executive V.P./Office of the Chairman BANKERS TRUST COMPANY Individually and as Syndication Agent By /s/ Gregory Shefrin ------------------------------------ Title: Princpal BANK OF AMERICA, N.A. as Documentation Agent By /s/ Elizabeth R. Borow ------------------------------------ Title: Managing Director DEUTSCHE BANK SECURITIES INC. By /s/ William W. Archer ------------------------------------ Title: Managing Director FLOATING RATE PORTFOLIO BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS ATTORNEY IN FACT By /s/ Kathleen A. Lenarcic ------------------------------------ Name: Kathleen A. Lenarcic Title: Authorized Signatory AVALON CAPITAL LTD. BY: INVESCO SENIOR SECURED MANAGEMENT, INC. AS PORTFOLIO ADVISOR By /s/ Kathleen A. Lenarcic ------------------------------------ Name: Kathleen A. Lenarcic Title: Authorized Signatory BOEING CAPITAL CORPORATION By: /s/ James C. Hammersmith ------------------------------------ Name: James C. Hammersmith Title: Senior Documentation Officer CREDIT AGRICOLE INDOSUEZ By: /s/ Craig Welch ------------------------------------ Name: Craig Welch Title: FVP By: /s/ John McCloskey ------------------------------------ Name: John McCloskey Title: VP, SRM FIRST UNION NATIONAL BANK, as Managing Agent By: /s/ Joan Anderson ------------------------------------ Name: Joan Anderson Title: Vice President FIRST SOURCE FINANCIAL LLP BY: FIRST SOURCE FINANCIAL, INC., AS AGENT/MANAGER By: /s/ David C. Wagner ------------------------------------ Name: David C. Wagner Title: Vice President BANKBOSTON, N.A. By: /s/ Julie V. Jalelein ------------------------------------ Name: Julie V. Jalelein Title: Director BAVARIA TRR CORPORATION By: /s/ Frank B. Bilotta ------------------------------------ Name: Frank B. Bilotta Title: Vice President FRANKLIN FLOATING RATE TRUST By: /s/ Chauncey Lufkin ------------------------------------ Name: Chauncey Lufkin Title: Vice President MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ Joseph Matteo ------------------------------------ Name: Joseph Matteo Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC. By: /s/ Joseph Matteo ------------------------------------ ---------------------------------- Name: Joseph Matteo Title: Authorized Signatory METROPOLITAN LIFE INSURANCE COMPANY By: /s/ James R. Dingler ------------------------------------ Name: James R. Dingler Title: Director OAK HILL SECURITIES FUND, L.P. BY: OAK HILL SECURITIES GENPAR, L.P., ITS GENERAL PARTNER BY: OAK HILL MGP, INC., ITS GENERAL PARTNER By: /s/ Scott D. Krase ------------------------------------ Name: Scott D. Krase Title: Vice President OAK HILL SECURITIES FUND II, L.P. BY: OAK HILL SECURITIES GENPAR II, L.P., ITS GENERAL PARTNER BY: OAK HILL MGP II, INC., ITS GENERAL PARTNER By: /s/ Scott D. Krase ------------------------------------ Name: Scott D. Krase Title: Vice President NORTHWOODS CAPITAL, LIMITED By: Angelo, Gordon & Co., L.P., as Collateral Agent By:/s/ Michael L. Gordon ---------------------------------------- Name: Michael L. Gordon Title: Authorized Signatory AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Adviser By:/s/ Michael L. Gordon ---------------------------------------- Name: Michael L. Gordon Title: Authorized Signatory MAPLEWOODS (CAYMAN) LIMITED BY: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,AS INVESTMENT MANAGER By:/s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second VP and Associate General Counsel SIMSBURY CLO, LIMITED BY: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, AS COLLATERAL MANAGER By:/s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second VP and Associate General Counsel MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By:/s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second VP and Associate General Counsel MASSMUTUAL HIGH YIELD PARTNERS II, LLC By: HYP Management, Inc. By:/s/ Steven J. Katz ---------------------------------------- Name: Steven J. Katz Title: Second VP and Associate General Counsel NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By:/s/ Jonathan D. Sharkey ----------------------------------- Name: Jonathan D. Sharkey Title: Principal ORIX USA CORPORATION By:/s/ Charles Kobayashi ---------------------------------------- Name: Charles Kobayashi Title: Senior Vice President PILGRIM PRIME RATE TRUST By: Pilgrim Investments, Inc., as its investment manager By:/s/ Charles E. Lemieux ---------------------------------------- Name: Charles E. LeMieux, CFA Title: Assistant Vice President MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By:/s/ Sheila A. Finnerty ---------------------------------------- Name: Sheila A. Finnerty Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By:/s/ Darvin D. Pierce ---------------------------------------- Name: Darvin D. Pierce Title: Vice President VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By:/s/ Darvin D. Pierce ---------------------------------------- Name: Darvin D. Pierce Title: Vice President SCHEDULE A to FIRST AMENDMENT NEW LENDERS [Credit Agricole Indosuez First Union National Bank BankBoston, N.A AG Capital Funding Partners, L.P. Avalon Capital Ltd. Boeing Capital Corporation Bavaria TRR Corporation First Source Financial LLP Floating Rate Portfolio Franklin Floating Rate Trust Maplewood (Cayman) Limited Massachusetts Mutual Life Insurance Company MassMutual High Yield Partners II, LLC Merrill Lynch Senior Floating Rate Fund, Inc. Merrill Lynch Senior Floating Rate Fund II, Inc. Metropolitan Life Insurance Company Morgan Stanley Dean Witter Prime Income Trust North American Senior Floating Rate Fund Northwoods Capital, Limited Oak Hill Securities Fund, L.P. Oak Hill Securities Fund II, L.P. ORIX USA Corporation Pilgrim Prime Rate Trust Simsbury CLO, Limited Van Kampen Prime Rate Income Trust Van Kampen Senior Floating Rate Fund] SCHEDULE B to FIRST AMENDMENT RELEVANT PRO RATA SHARES
SCHEDULE C to FIRST AMENDMENT COMMITMENTS AND LOANS
SCHEDULE D to FIRST AMENDMENT LENDER ADDRESSES
