Exhibit 10.24
CONSENT AND WAIVER AGREEMENT
This Consent and
Waiver Agreement, dated as of January 12, 2005 (the
“Consent Agreement”) is by and among BOWNE &
CO., INC. , a Delaware corporation (the “Parent
Borrower”), FLEET NATIONAL BANK, A BANK OF AMERICA
COMPANY, and the other lending institutions listed on
Schedule 1 to the Credit Agreement (each a
“Lender”, and collectively, the “Lenders”),
FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, as Agent for
the Lenders, JPMORGAN CHASE BANK, as Documentation Agent
(the “Documentation Agent”), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Syndication Agent (the
“Syndication Agent”; together with the Agent and the
Documentation Agent, the “Agents”).
WHEREAS, the
Parent Borrower, the Lenders and the Agents are party to that
certain Credit Agreement, dated as of July 2, 2002 (the
“Original Credit Agreement”), as previously amended by
the First Amendment to Credit Agreement, dated as of March 28,
2003 (the “First Amendment”), by the Second Amendment
to Credit Agreement, dated as of September 18, 2003 (the
“Second Amendment”) and the Third Amendment to Credit
Agreement, dated as of October ___, 2004 (the “Third
Amendment”; together with the Original Credit Agreement as
amended by the First Amendment and the Second Amendment is
hereinafter referred to as the “Credit
Agreement”);
WHEREAS, Parent
Borrower has requested certain consents and waivers regarding
Section 8.16 of the Credit Agreement in order to permit the
use of proceeds from the Bowne Business Solutions Disposition for
the repurchase of up to $25,000,000 aggregate principal amount of
the Subordinated Debentures issued by the Parent Borrower pursuant
to the Indenture (the “Subordinated Debenture
Repurchase”);
WHEREAS, the
Lenders have agreed, subject to the terms and conditions set forth
in this Consent Agreement, to approve the requested consents and
waivers to Section 8.16;
NOW, THEREFORE, in
consideration of these premises, the promises, mutual covenants and
agreements contained in this Consent Agreement and fully intending
to be legally bound hereby, the parties hereby agree as
follows:
Terms used in this
Consent Agreement which are not defined herein, but which are
defined in the Credit Agreement, shall have the same respective
meanings herein as therein.
Subject to this
Consent Agreement becoming effective upon the satisfaction of the
conditions set forth in Section 5 below and the limitations
set forth below, the Lenders hereby waive the provisions of
Section 8.16 of the Credit Agreement, and otherwise provide
their consent, to the extent necessary, to permit the use of
proceeds from the Bowne Business Solutions Disposition for the
repurchase of up to $25,000,000 aggregate principal amount of the
Subordinated Debentures issued by the Parent Borrower pursuant to
the Indenture (at a purchase price equal to the principal amount
thereof, accrued and unpaid interest thereon and subject
to
any market premium or discount);
provided, however, that this waiver and consent shall only be
effective with respect to any such repurchase if on the date of
such repurchase there is no Aggregate Credit Exposure; provided
further, however, that this consent and waiver shall only be
effective with respect to repurchases effected within ninety
(90) days of the “Consent Agreement Effective
Date” (as such term is defined in Section 5
hereof).
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3.
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REAFFIRMATION OF
GUARANTY.
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Each of the
Guarantors hereby reaffirms its continuing obligations to the Agent
and the Lenders under the Guaranty and agrees that neither this
Consent Agreement (including, without limitation, the consents and
waivers contained herein), the transactions contemplated by this
Consent Agreement nor any further agreements or arrangements
whatsoever relating to the Credit Agreement shall in any way affect
the validity and enforceability of the Guaranty or reduce, impair,
or discharge the obligations of any of the Guarantors
thereunder.
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4.
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REPRESENTATIONS, WARRANTIES AND
COVENANTS.
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Parent Borrower
represents, warrants and agrees that:
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4.1
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Representations in Credit
Agreement. Each of the representations and
warranties made by Parent Borrower in the Credit Agreement is true,
correct and complete on and as of the date hereof with the same
full force and effect as if each of such representations and
warranties had been made by the Parent Borrower on the date hereof
and in this Consent Agreement (except to the extent such
representations and warranties expressly relate to an earlier
date). Each of such representations and warranties (except to the
extent such representations and warranties expressly relate to an
earlier date) together with each of the representations and
warranties contained in this Consent Agreement shall be true and
correct on and as of the Consent Agreement Effective
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