Third Amendment and Consent to Credit Agreement among Vertis Holdings, Inc., Subsidiaries, and Lenders

Summary

This amendment, dated December 7, 2000, involves Vertis Holdings, Inc., its subsidiaries, and several lenders, including The Chase Manhattan Bank. It modifies certain terms of an existing credit agreement, specifically adjusting definitions and debt limits, and grants lender consent to related changes in a senior subordinated credit agreement. The amendment becomes effective once all required parties sign. All other terms of the original credit agreement remain unchanged.

EX-10.21 24 a2106381zex-10_21.txt EXHIBIT 10.21 EXHIBIT 10.21 THIRD AMENDMENT AND CONSENT THIRD AMENDMENT AND CONSENT (this "Amendment"), dated as of December 7, 2000, among VERTIS HOLDINGS, INC. (f/k/a Big Flower Holdings, Inc.), a Delaware corporation ("Holdings"), Vertis, Inc. (f/k/a Big Flower Press Holdings, Inc.), a Delaware corporation ("Vertis"), BIG FLOWER LIMITED, a Wholly-Owned Subsidiary of Vertis 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 Vertis 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 Vertis and a limited company organized under the laws of England ("Fusion"), PISMO LIMITED, an indirect Wholly-Owned Subsidiary of Vertis 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 Vertis and a limited company organized under the laws of England ("Admagic" and together with Vertis, BFL, Olwen, BFDSL, Fusion, Pismo and Colorgraphic, the "Borrowers", and each, a "Borrower"), the Lenders from time to time party to the Credit Agreement referred to below, CHASE SECURITIES, INC. and DEUTSCHE BANK SECURITIES, INC., as Joint Lead Arrangers and Joint Book Managers (in such capacity, the "Joint Lead Arrangers"), THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"), BANKERS TRUST COMPANY, as Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, and certain Managing Agents party to the Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H: WHEREAS, Holdings, the Borrowers, the Lenders, the Agents, the Joint Lead Arrangers and the Managing Agents are parties to a Credit Agreement, dated as of December 7, 1999 (as amended, modified or supplemented from time to time to but not including the date hereof, the "Credit Agreement"); WHEREAS, Vertis and certain lenders party to the Senior Subordinated Credit Agreement desire to amend the Senior Subordinated Credit Agreement pursuant to that certain Second Amendment thereto, dated as of December 7, 2000 (the "Second Bridge Amendment"); and WHEREAS, subject to the terms and conditions of this Amendment, the Lenders wish to grant a certain consent to, and the parties hereto wish to amend certain provisions of, the Credit Agreement, in each case as herein provided; NOW, THEREFORE, it is agreed: I. CONSENT AND AMENDMENT TO CREDIT AGREEMENT. 1. The Lenders hereby consent to the modification of the definition of "Senior Subordinated Indenture" contained in the Senior Subordinated Credit Agreement pursuant to the Second Bridge Amendment insofar as (and only insofar as) such modification provides for (i) a reduction of the available basket for the Senior Credit Facility (as defined in the Senior Subordinated Credit Agreement) provided in the definition of "Permitted Indebtedness" to be included in the Senior Subordinated Indenture (as defined in the Senior Subordinated Credit Agreement) by the amount of the proceeds of Attributed Receivables Facility Indebtedness incurred by Holdings and its Subsidiaries after December 7, 2000 in excess of $130,000,000 and (ii) a reduction of the general debt basket provided in the definition of "Permitted Indebtedness" to be included in the Senior Subordinated Indenture to $30,000,000 from the general debt basket of $35,000,000 provided in the Senior Subordinated Credit Agreement. 2. Section 9.10 of the Credit Agreement is hereby amended by inserting the text ", except to the extent such modifications or amendments are determined by the Agents to be immaterial" immediately after the text "adversely affect the interests of the Lenders" appearing in clause (i)(B) of said Section. II. MISCELLANEOUS PROVISIONS. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Third Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (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). 2. 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. 3. 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. -2- 4. 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. 5. This Amendment shall become effective on the date (the "Third Amendment Effective Date") when each Credit Agreement Party, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office. 6. From and after the Third 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. * * * -3- IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. VERTIS HOLDINGS, INC. (f/k/a Big Flower Holdings, Inc.), as a Guarantor By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President VERTIS, INC. (f/k/a Big Flower Press Holdings, Inc.), as a Borrower and a Guarantor By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President BIG FLOWER LIMITED, as a Borrower By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President OLWEN DIRECT MAIL LIMITED, as a Borrower By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President BIG FLOWER DIGITAL SERVICES LIMITED, as a Borrower By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President FUSION PREMEDIA GROUP LIMITED, as a Borrower By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President PISMO LIMITED, as a Borrower By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President COLORGRAPHIC DIRECT RESPONSE LIMITED, as a Borrower By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President THE ADMAGIC GROUP LIMITED, as a Borrower By /s/ Irene B. Fisher ----------------------------------------- Title: Vice President THE CHASE MANHATTAN BANK, Individually, and as Administrative Agent By /s/ Robert T. Sacks ----------------------------------------- Title: Managing Director BANKERS TRUST COMPANY, Individually, and as Syndication Agent By /s/ Susan Lefevre ----------------------------------------- Title: Director BANK OF AMERICA, N.A. Individually, and as Documentation Agent By /s/ W. Larry Hess ----------------------------------------- Title: Managing Director AG CAPITAL FUNDING PARTNERS, L.P. By ------------------------------------------- Title: AMARA-I FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. as Subadviser By ------------------------------------------- Name: Title: ARCHIMEDES FINDING II, LTD. By ------------------------------------------- Name: Title: ARCHIMEDES FINDING III, LTD. By ------------------------------------------- Name: Title: ATHENA CDO, LIMITED By: Pacific Investment Management Company, as its Investment Advisor By ------------------------------------------- Name: Title: AVALON CAPITAL LTD. BY:INVESCO Senior Secured Management, Inc., as Portfolio Advisor By ------------------------------------------- Name: Title: FLEET NATIONAL BANK (f/k/a BankBoston, N.A.) By /s/ Julie V. Jalelein ----------------------------------------- Name: Julie V. Jalelein Title: Managing Director BAVARIA TRR CORPORATION By ------------------------------------------- Name: Title: BOEING CAPITAL CORPORATION By /s/ James C. Hammersmith ----------------------------------------- Name: James C. Hammersmith Title: Senior Documentation Officer CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management Company By ------------------------------------------- Name: Title: CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management Company By ------------------------------------------- Name: Title: CATALINA CDO LTD. By: Pacific Investment Management Company, as its Investment Advisor By ------------------------------------------- Name: Title: THE CIT GROUP/EQUIPMENT FINANCING, INC. By /s/ Mike Hampton ----------------------------------------- Name: Mike Hampton Title: Assistant Vice President CREDIT AGRICOLE INDOSUEZ By ------------------------------------------- Name: Title: By ------------------------------------------- Name: Title: CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By ------------------------------------------- Name: Title: THE DAI-ICHI KANGYO BANK, LIMITED By ------------------------------------------- Name: Title: DELANO COMPANY By: Pacific Investment Management Company, as its Investment Advisor By ------------------------------------------- Name: Title: ELF FUNDING TRUST I By /s/ Mark K. Okada ----------------------------------------- Name: Mark K. Okada Title: Executive Vice President FIRST UNION NATIONAL BANK By ------------------------------------------- Name: Title: FIRST SOURCE FINANCIAL LLP BY: FIRST SOURCE FINANCIAL, INC., AS AGENT/MANAGER By ------------------------------------------- Name: Title: FLOATING RATE PORTFOLIO BY: INVESCO Senior Secured Management, Inc. as Attorney in Fact By ------------------------------------------- Name: Title: FRANKLIN FLOATING RATE TRUST By ------------------------------------------- Name: Title: GLENEAGLES TRADING LLC By /s/ Ann E. Morris ----------------------------------------- Name: Ann E. Morris Title: Assistant Vice President HIGHLAND LEGACY LIMITED By /s/ Mark K. Okada ----------------------------------------- Name: Mark K. Okada Title: Executive Vice President KZH HIGHLAND-2 LLC By /s/ Kimberly Rowe ----------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH CYPRESSTREE-1 LLC By ------------------------------------------- Name: Title: KZH LANGDALE LLC By /s/ Kimberly Rowe ----------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH STERLING LLC By ------------------------------------------- Name: Title: LONGHORN CDO (Cayman) LTD. By /s/ Jamin Patel ----------------------------------------- Name: Jamin Patel Title: Vice President MAPLEWOODS (CAYMAN) LIMITED By: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, AS INVESTMENT MANAGER By ------------------------------------------- Name: Title: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By ------------------------------------------- Name: Title: MASSMUTUAL HIGH YIELD PARTNERS II, LLC By: HYP Management, Inc. By ------------------------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By /s/ Jamin Patel ----------------------------------------- Name: Jamin Patel Title: Vice President MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC. By: MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By /s/ Jamin Patel ----------------------------------------- Name: Jamin Patel Title: Vice President MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By /s/ Jamin Patel ----------------------------------------- Name: Jamin Patel Title: Vice President METROPOLITAN LIFE INSURANCE COMPANY By ------------------------------------------- Name: Title: ML CLO XX PILGRIM AMERICA (CAYMAN) By ------------------------------------------- Name: Title: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By ------------------------------------------- Name: Title: NATEXIS BANQUE POPULAIRES By ------------------------------------------- Name: Title: NORTH AMERICAN SENIOR FLOATING RATE FUND By ------------------------------------------- Name: Title: NORTHWOODS CAPITAL, LIMITED By ------------------------------------------- Name: Title: 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 OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD. By: INVESCO Senior Secured Management, Inc. as Subadviser By ------------------------------------------- Name: Title: ORIX USA CORPORATION By ------------------------------------------- Name: Title: PILGRIM PRIME RATE TRUST By: Pilgrim Investments, Inc., as its investment manager By ------------------------------------------- Name: Title: PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. as Collateral Manager By /s/ Mark K. Okada ----------------------------------------- Name: Mark K. Okada Title: Executive Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: Pilgrim Investments, Inc. as its investment manager By ------------------------------------------- Name: Title: PILGRIM CLO 1999-1 LTD. By: Pilgrim Investments, Inc. as its investment manager By ------------------------------------------- Name: Title: PROMETHEUS INVESTMENT FUNDING I LTD By /s/ Sylvia K. Chen ----------------------------------------- Name: Sylvia K. Chen Title: Director By /s/ Vicky S. Soo ----------------------------------------- Name: Vicky S. Soo Title: Associate Director PUTNAM DIVERSIFIED INCOME TRUST By ------------------------------------------- Name: Title: PUTNAM HIGH YIELD ADVANTAGE FUND By ------------------------------------------- Name: Title: PUTNAM HIGH YIELD MANAGED TRUST By ------------------------------------------- Name: Title: PUTNAM HIGH YIELD TRUST By ------------------------------------------- Name: Title: PUTNAM HIGH YIELD TRUST II By ------------------------------------------- Name: Title: PUTNAM MASTER INCOME TRUST By ------------------------------------------- Name: Title: PUTNAM MASTERINTERMEDIATE INCOME TRUST By ------------------------------------------- Name: Title: PUTNAM STRATEGIC INCOME FUND By ------------------------------------------- Name: Title: PUTNAM VT DIVERSIFIED INCOME FUND By ------------------------------------------- Name: Title: PUTNAM VARIABLE TRUST HIGH YIELD FUND By ------------------------------------------- Name: Title: ROYALTON COMPANY By: Pacific Investment Management Company, as its Investment Advisor By ------------------------------------------- Name: Title: SEQUILS - PILGRIM I, LTD. By: Pilgrim Investments, Inc. as its investment manager By ------------------------------------------- Name: Title: SIMSBURY CLO, LIMITED By: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, AS COLLATERAL MANAGER By ------------------------------------------- Name: Title: TEXTRON FINANCIAL CORPORATION By /s/ Stuart Shulman ----------------------------------------- Name: Stuart Shulman Title: Managing Director TRIGON HEALTHCARE INC. (ACCT 674) By: Pacific Investment Management Company, as its Investment Advisor, acting through The Bank of New York in the Nominee Name of Hare & Co. By ------------------------------------------- Name: Title: TRITON CDO IV LIMITED By ------------------------------------------- Name: Title: 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 VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By /s/ Darvin D. Pierce ----------------------------------------- Name: Darvin D. Pierce Title: Vice President