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EXHIBIT 10.11
SECOND CONSENT AND AMENDMENT TO CREDIT AGREEMENT
SECOND CONSENT AND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of July 12, 2001, among INFORMATION HOLDINGS, INC., a Delaware
corporation ("Holdings"), INFORMATION VENTURES L.L.C., a Delaware limited
liability company (the "Borrower"), the lending institutions from time to time
party to the Credit Agreement referred to below (the "Lenders"), BANK OF
AMERICA, N.A., as Documentation Agent, and BANKERS TRUST COMPANY, as
Administrative Agent (the "Administrative Agent"). All capitalized terms used
herein and not otherwise defined 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 Borrower, the Lenders, the Documentation Agent
and the Administrative Agent are parties to a Credit Agreement, dated as of
September 24, 1999 (as amended, modified or supplemented through, but not
including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to and on the terms and conditions set forth herein,
the parties hereto wish to amend certain provisions of the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Section 7.22 of the Credit Agreement is hereby amended by inserting
the following new sentence at the end of said Section:
"Parthenon Publishing Group Inc. does not own any material assets at
anytime prior to its execution and delivery to the Administrative Agent of a
counterpart to the Subsidiaries Guaranty, the Pledge Agreement and the Security
Agreement."
2. Section 9.05 of the Credit Agreement is hereby amended by replacing
clause (xiii) thereof in its entirety with the following new clause (xiii):
"(xiii) the Borrower and its Subsidiaries may make Investments in GSI
Office Management GmbH, a German private limited company, not to exceed
$10,000,000 in the aggregate, and other Investments (including investments
in joint ventures) not otherwise permitted by clauses (i) through (xii) of
this Section 9.05, or above in this clause (xiii), in an aggregate amount
not to exceed $5,000,000."
3. Section 9.13 of the Credit Agreement is hereby amended by inserting
the following new Subsection (c) immediately after Subsection (b) appearing
therein:
"(c) Holdings will not permit Parthenon Publishing Group Inc. to own
any material assets at anytime prior to its execution and delivery to the
Administrative Agent of a counterpart to the Subsidiaries Guaranty, the
Pledge Agreement and the Security Agreement."
4. Notwithstanding the provisions of Section 9.14 of the Credit
Agreement:
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(a) following the consummation of the IDRAC Acquisition, and only for
so long as IDRAC Holding SAS ("IDRAC Holding") and IDRAC SAS ("IDRAC") remain
Foreign Subsidiaries, neither IDRAC Holding nor IDRAC shall be required to (x)
become Subsidiary Guarantors or (y) execute and deliver counterparts of the
Security Agreement, the Subsidiaries Guaranty and the Pledge Agreement pursuant
to clause (ii) of said Section 9.14, or deliver any Mortgages on real property
owned by IDRAC Holding or IDRAC pursuant to clause (iii) of said Section 9.14;
PROVIDED that, (i) IDRAC shall at all times be a Wholly-Owned Subsidiary of
IDRAC Holding, (ii) IDRAC Holding shall at all times be a direct Wholly-Owned
Subsidiary of the Borrower and at least 65% of the voting capital stock and 100%
of the non-voting capital stock of IDRAC Holding shall have been pledged by the
Borrower to the Collateral Agent pursuant to (A) the Pledge Agreement and (B)
that certain pledge agreement ("NANTISSEMENT DE COMPTES D'INSTRUMENTS
FINANCIERS"), dated as of July 12, 2001, between the Borrower and the Collateral
Agent, and all actions necessary to perfect, preserve and protect such security
interest in the capital stock of IDRAC Holding shall have been taken to the
satisfaction of the Collateral Agent, and the Collateral Agent shall have
received a legal opinion reasonably satisfactory to it to the effect that the
foregoing provisions of this clause (ii) have been complied with, and (iii)
other than Investments made pursuant to the IDRAC Acquisition and as otherwise
permitted by Section 9.05(xiii) (as amended by this Amendment), Holdings will
not, and will not permit any other Credit Party to, make any Investments in
IDRAC Holding or IDRAC unless and until such entities shall become Subsidiary
Guarantors and shall otherwise have complied with all of the provisions of
Section 9.14 (without giving effect to this Amendment);
(b) following the consummation of the GSI Acquisition, and only for so
long as GSI Office Management GmbH ("GSI") remains a Foreign Subsidiary, GSI
shall not be required to (x) become a Subsidiary Guarantor or (y) execute and
deliver counterparts of the Security Agreement, the Subsidiaries Guaranty and
Pledge Agreement pursuant to clause (ii) of said Section 9.14, or deliver any
Mortgages on real property owned by GSI pursuant to clause (iii) of said Section
9.14; PROVIDED that, (i) GSI shall at all times be a direct Wholly-Owned
Subsidiary of Master Data Center ("MDC") and at least 65% of the voting capital
stock and 100% of the non-voting capital stock of GSI shall have been pledged by
MDC to the Collateral Agent pursuant to (A) the Pledge Agreement and (B) to the
extent necessary to perfect the security interests purported to be created by
the Pledge Agreement under local law, a supplemental German pledge agreement in
form and substance satisfactory to the Collateral Agent, and all actions
necessary to perfect, preserve and protect such security interest in the capital
stock of GSI shall have been taken to the satisfaction of the Collateral Agent,
and the Collateral Agent shall have received a legal opinion reasonably
satisfactory to it to the effect that the foregoing provisions of this clause
(i) have been complied with, and (ii) other than Investments made pursuant to
the GSI Investment, the GSI Acquisition and as otherwise permitted by Section
9.05(xiii) (as amended by this Amendment), Holdings will not, and will not
permit any other Credit Party to, make any Investments in GSI unless and until
GSI shall become a Subsidiary Guarantor and shall otherwise have complied with
all of the provisions of Section 9.14 (without giving effect to this Amendment);
and
(c) following the consummation of the Parthenon Acquisition, and only
for so long as Parthenon Publishing Group Limited ("Parthenon Publishing"),
Parthenon Conference Services Limited ("Parthenon Conference") and Parthenon
Press International Limited ("Parthenon Press") remain Foreign Subsidiaries,
none of Parthenon Publishing, Parthenon
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Conference and Parthenon Press shall be required to (x) become Subsidiary
Guarantors or (y) execute and deliver counterparts of the Security Agreement,
the Subsidiaries Guaranty and the Pledge Agreement pursuant to clause (ii) of
said Section 9.14, or deliver any Mortgages on real property owned by Parthenon
Publishing, Parthenon Conference or Parthenon Press pursuant to clause (iii) of
said Section 9.14; PROVIDED that, (i) Parthenon Publishing, Parthenon Conference
and Parthenon Press shall at all times be direct Wholly-Owned Subsidiaries of
CRC and at least 65% of the voting capital stock and 100% of the non-voting
capital stock of each of Parthenon Publishing, Parthenon Conference and
Parthenon Press shall have been pledged by CRC to the Collateral Agent pursuant
to (A) the Pledge Agreement and (B) to the extent necessary to perfect the
security interests purported to be created by the Pledge Agreement under local
law, a supplemental UK pledge agreement in form and substance satisfactory to
the Collateral Agent, and all actions necessary to perfect, preserve and protect
such security interest in the capital stock of Parthenon Publishing, Parthenon
Conference and Parthenon Press shall have been taken to the satisfaction of the
Collateral Agent, and the Collateral Agent shall have received a legal opinion
reasonably satisfactory to it to the effect that the foregoing provisions of
this clause (ii) have been complied with, and (iii) other than Investments made
pursuant to the Parthenon Acquisition and as otherwise permitted by Section
9.05(xiii) (as amended by this Amendment), Holdings will not, and will not
permit any other Credit Party to, make any Investments in Parthenon Publishing,
Parthenon Conference or Parthenon Press unless and until such entities shall
become Subsidiary Guarantors and shall otherwise have complied with all of the
provisions of Section 9.14 (without giving effect to this Amendment).
(d) following the consummation of the Parthenon Acquisition, and only
for so long as Parthenon Publishing Group Inc., a New Jersey corporation
("Parthenon-NJ") does not own any material assets, Parthenon-NJ shall not be
required to (x) become a Subsidiary Guarantor or (y) execute and deliver
counterparts of the Security Agreement, the Subsidiaries Guaranty and the Pledge
Agreement pursuant to clause (ii) of said Section 9.14; PROVIDED that Holdings
will not, and will not permit any other Credit Party to, make any Investments in
Parthenon-NJ unless and until Parthenon-NJ becomes a Subsidiary Guarantor and
shall otherwise have complied with all of the provisions of Section 9.14
(without giving effect to this Amendment).
5. As used in this Amendment, the following terms shall have the
meanings provided below:
"CRC" shall have the meaning provided below in the definition of
"Parthenon Acquisition".
"Foreign Subsidiary" shall mean any Subsidiary organized outside of
the United States, any state thereof or Puerto Rico.
"GSI Acquisition" shall mean the acquisition by MDC, following
consummation of the GSI Investment, of 100% of the remaining equity
interests in GSI not acquired by MDC pursuant to the GSI Investment,
subject to the limitations set forth in Section 9.05 of the Credit
Agreement (as amended).
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"GSI Investment" shall mean the acquisition by MDC of 49% of the
issued and outstanding equity interests of GSI, pursuant to the terms of
the Investment Agreement, by and among OMS GmbH, Mr. Christian Kramer,
Mr. Walter Riedl, Mrs. Beate Schmutz, Mr. Michael Whitfield, IP-Invest
GmbH, MDC and GSI, subject to the limitations set forth in Section 9.05
of the Credit Agreement (as amended).
"IDRAC Acquisition" shall mean the acquisition by IDRAC Holding, a
corporation organized under the laws of France and a direct Wholly-Owned
Subsidiary of the Borrower, of 100% of the issued and outstanding capital
stock of IDRAC, a company organized under the laws of France, pursuant to
the terms of the Stock Purchase Agreement, dated as of March 29, 2001,
between IMS Health and IDRAC Holding, together with all related
transactions, for aggregate consideration not exceeding $20,700,000.
"Parthenon Acquisition" shall mean the acquisition by CRC Press UK LLC
("CRC"), a Delaware limited liability company and a Wholly-Owned Subsidiary
of the Borrower, of 100% of the issued and outstanding capital stock of The
Parthenon Publishing Group Limited, a company organized under the laws of
England and Wales, The Parthenon Conference Services Limited, a company
organized under the laws of England and Wales, The Parthenon Press
International Limited, a company organized under the laws of England and
Wales, pursuant to the terms of the Share Purchase Agreement, dated May 15,
2001, among David George Thomas Bloomer, Paula Frances Bloomer and CRC, for
aggregate consideration not exceeding $8,000,000, plus or minus (as the
case may be) any working capital adjustments required pursuant to the Share
Purchase Agreement, as in effect on the date of this Amendment.
6. In order to induce the Lenders to enter into this Amendment,
Holdings and the Borrower hereby represent and warrant that (i) the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects on and as of the Second Amendment Effective
Date, after giving effect to this Amendment (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date) and (ii) there exists no Default or Event of Default on the
Second Amendment Effective Date, after giving effect to this Amendment.
7. Each of the parties hereto hereby acknowledges the permitted
liquidation of Warburg, Pincus Information Ventures, Inc. pursuant to
Section 9.02(xix) of the Credit Agreement.
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
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instrument. A complete set of counterparts shall be lodged with the Borrower and
the Administrative Agent at its Notice Office.
10. THIS CONSENT 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. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when (x) Holdings, the Borrower and the Required
Lenders 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, (y) the
Borrower shall have delivered to the Administrative Agent updated Schedules to
the Security Agreement and the Pledge Agreement as of the Second Amendment
Effective Date, and (z) each Subsidiary of the Borrower not already a Credit
Party (other than a Foreign Subsidiary not required to execute same pursuant to
Section 4 of this Amendment) shall have executed and delivered to the
Administrative Agent a Subsidiary Assumption Agreement in the form of Exhibit A
to this Amendment, together with UCC-1 financing statements, Mortgages and all
other documentation required by Sections 9.14 and 8.11 to be delivered in
respect of such Subsidiary.
12. From and after the Second Amendment Effective Date, (i) 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 and (ii) this Amendment shall be deemed to be a part of the
Credit Agreement and shall be a "Credit Document" for all purposes under the
Credit Agreement and the other Credit Documents.
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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.
INFORMATION HOLDINGS, INC.
By /s/
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Name:
Title:
INFORMATION VENTURES L.L.C.
By /s/
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Name:
Title:
BANK OF AMERICA, N.A.,
Individually and as Documentation Agent
By /s/
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Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By /s/
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Name:
Title:
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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.
INFORMATION HOLDINGS, INC.
By
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Name:
Title:
INFORMATION VENTURES L.L.C.
By
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Name:
Title:
BANK OF AMERICA, N.A.,
Individually and as Documentation Agent
By /s/ James W. Ford
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Name: James W. Ford
Title: Managing Director
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By
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Name:
Title:
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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.
INFORMATION HOLDINGS, INC.
By
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Name:
Title:
INFORMATION VENTURES L.L.C.
By
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Name:
Title:
BANK OF AMERICA, N.A.,
Individually and as Documentation Agent
By
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Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By /s/ Patrick Dowling
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Name: Patrick Dowling
Title:VICE PRESIDENT
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