EXHIBIT 10.3
AMENDMENT NO. 3 AND WAIVER
--------------------------
TO
--
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
This Amendment No. 3 AND WAIVER to AMENDED AND RESTATED CREDIT
AGREEMENT dated as of December 6, 2000 (this "Amendment"), by and among
---------
WORKFLOW MANAGEMENT, INC. ("Workflow"), DATA BUSINESS FORMS LIMITED ("DBF" and,
---
together with Workflow, the "Borrowers"), FLEET NATIONAL BANK ("FNB"), the other
--------- ---
lending institutions party thereto (together with FNB, the "Lenders") and FNB as
-------
administrative agent for the Lenders (the "Agent"), amends certain provisions of
-----
the Amended and Restated Credit Agreement, dated as of March 10, 2000, among the
Borrowers, the Lenders, the Agent and the other parties thereto (as amended and
in effect from time to time, the "Credit Agreement"). Capitalized terms used
------ ---------
herein without definition shall have the meanings assigned to such terms in the
Credit Agreement.
WHEREAS, the Borrowers, the Lenders and the Agent desire to amend
certain provisions of the Credit Agreement as provided more fully herein below;
NOW THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement and herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
(S)1. Waiver Regarding Existing Subordinated Indebtedness.
---------------------------------------------------
Section 8.13(i) of the Credit Agreement, among other matters, prohibits Workflow
and its Subsidiaries from making any payments in respect of the Existing
Subordinated Indebtedness other than interest payments in respect of the
Existing Subordinated Indebtedness made in compliance with the conditions set
forth in such Section 8.13(i). Workflow has informed the Lenders and the Agent
that it wishes to prepay the Existing Subordinated Indebtedness in its entirety
and has, accordingly, requested the Lenders and the Agent to waive Section
8.13(i) of the Credit Agreement to the extent necessary to permit such
prepayment. Subject to the terms and conditions set forth in this Amendment, the
Agent and the Lenders party hereto hereby waive Section 8.13(i) to the limited
extent necessary to permit the prepayment of the Existing Subordinated
Indebtedness in full, provided, (a) no Default or Event of Default exists or
--------
would result from such prepayment other than any Default or Event of Default
that would have resulted from the applicability of Section 8.13(i) of the Credit
Agreement to the extent not waived pursuant to this Amendment, (b) such
prepayment occurs on or before January 31, 2001 and (c) the restrictions in
Section 8.13(i) of the Credit Agreement relating to any payments, prepayments,
redemptions or acquisition for value with respect to Subordinated Indebtedness
other than Existing Subordinated Indebtedness remain fully in effect.
2
(S)2. Amendment to Section 8.07(a) of the Credit Agreement.
----------------------------------------------------
Section 8.07(a) is hereby amended by deleting the text following subclause "(z)"
and inserting in its place the following:
"so long as no Default or Event of Default exists at the
time of such repurchase or would result therefrom, Workflow may (i)
repurchase its common stock and/or (ii) loan funds to management
employees of Workflow pursuant to promissory notes collaterally
assigned to the Agent for the benefit of the Banks solely for the
purpose of financing the purchase by such management employees of
Workflow common stock, provided, that (x) the aggregate amount of such
--------
loans made prior to the Effective Date does not exceed $1,980,000, (y)
the aggregate amount expended by Workflow for such repurchases and
loans made on or subsequent to the Effective Date shall not exceed
$5,000,000."
(S)3. Affirmation and Acknowledgment. Each Borrower hereby
------------------------------
ratifies and confirms all of its Obligations to the Lenders, the Collateral
Agent, the Canadian Co-Agent and the Agent, including, without limitation, the
Loans and the Letter of Credit Outstandings, and each Borrower hereby affirms
its absolute and unconditional promise to pay to the Lenders the Loans made to
it and all other amounts due under the Credit Agreement as amended hereby. Each
Borrower hereby confirms that the Obligations are and remain secured pursuant to
the Security Documents and pursuant to all other instruments and documents
executed and delivered by each Borrower as security for the Obligations.
(S)4. Representations and Warranties. Each Borrower hereby
------------------------------
represents and warrants to the Lenders, the Collateral Agent, the Canadian Co-
Agent and the Agent as follows:
(a) The execution and delivery by each Borrower of this
Amendment and the performance by each Borrower of its obligations and agreements
under this Amendment and the Credit Agreement as amended hereby are within the
corporate authority of such Borrower, have been duly authorized by all necessary
corporate proceedings on behalf of such Borrower, and do not and will not
contravene any provision of law, statute, rule or regulation to which such
Borrower is subject or any of such Borrower's charter, other incorporation
papers, by-laws or any stock provision or any amendment thereof or of any
agreement or other instrument binding upon such Borrower.
(b) Each of this Amendment and the Credit Agreement as amended
hereby constitutes legal, valid and binding obligations of each Borrower,
enforceable in accordance with their respective terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors' rights.
(c) No approval or consent of, or filing with, any governmental
agency or authority is required to make valid and legally binding the execution,
delivery or performance by each Borrower of this Amendment or the Credit
Agreement as amended hereby.
3
(d) The representations and warranties contained in (S)6 of the
Credit Agreement are true and correct at and as of the date made and as of the
date hereof, except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and the other Credit Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date.
(e) Each Borrower has performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it prior to or at the time hereof, and as of the date hereof,
before and after giving effect to the provisions hereof, there exists no Event
of Default or Default.
(S)5. Effectiveness. This Amendment shall become effective upon
-------------
the satisfaction of the following conditions precedent:
(S)5.1. Loan Documents. Each of this Amendment and all
--------------
related documents shall have been duly executed and delivered by the
respective parties thereto, shall be in full force and effect and
shall be in form and substance reasonably satisfactory to the Agent.
(S)5.2. Corporate Action. All corporate action necessary
----------------
for the valid execution, delivery and performance by each Borrower of
this Amendment and each of the related documents to which it is or is
to become a party, shall have been duly and effectively taken, and
evidence thereof reasonably satisfactory to the Agent shall have been
provided to the Agent.
(S)5.3. Proceedings and Documents. All proceedings in
-------------------------
connection with the transactions contemplated by this Amendment and
all other documents incident hereto shall be reasonably satisfactory
in substance and in form to the Required Lenders and to the Agent.
(S)5.4. Amendment Fee. Workflow shall have paid the
-------------
Amendment Fee to the Agent for the pro rata account of the "Approving
--- ----
Lenders" (as defined in (S)6 of this Amendment) in accordance with
(S)6 hereof.
(S)6. Amendment Fee. On the effective date of this Amendment
-------------
Workflow shall pay to the Agent for the pro rata account of the "Approving
--- ----
Lenders" (as defined herein) an amendment fee (the "Amendment Fee") in an amount
equal to 0.05% of the aggregate Dollar Term Loans and Revolving Commitments of
the Approving Lenders. The "Approving Lenders" shall be all of the Lenders who
have executed and delivered this Amendment on or before 5:00 PM on December 6,
2000, provided that no Lender shall be an "Approving Lender" unless this
--------
Amendment becomes effective.
(S)7. Miscellaneous Provisions.
------------------------
(a) Except as otherwise expressly provided by this Amendment,
all of the terms, conditions and provisions of the Credit Agreement shall remain
the same. It is
4
declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this Amendment
and the Credit Agreement shall be read and construed as one instrument.
(b) This Amendment is intended to take effect as an agreement
under seal and shall be construed according to and governed by the laws of the
Commonwealth of Massachusetts.
(c) This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart signed by each party hereto by
and against which enforcement hereof is sought.
(d) Each Borrower hereby agrees to pay to the Agent, on demand
by the Agent, all reasonable out-of-pocket costs and expenses incurred or
sustained by the Agent in connection with the preparation of this Amendment
(including legal fees).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
a document under seal as of the date first above written.
WORKFLOW MANAGEMENT,
INC.
By
---------------------------------
Name:
Title:
DATA BUSINESS FORMS
LIMITED
By
---------------------------------
Name:
Title:
FLEET NATIONAL BANK
Individually and as Agent
By
---------------------------------
Name:
Title:
BANK ONE, N.A.
By
---------------------------------
Name:
Title:
COMERICA BANK
By
---------------------------------
Name:
Title:
BANK OF AMERICA
By
---------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA,
N.A.
By
---------------------------------
Name:
Title:
NATIONAL CITY BANK
By
---------------------------------
Name:
Title:
LASALLE BANK NATIONAL
ASSOCIATION
By
---------------------------------
Name:
Title:
CHEVY CHASE BANK, F.S.B.
By
---------------------------------
Name:
Title:
TORONTO-DOMINION BANK
By
---------------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By
---------------------------------
Name:
Title:
BANK OF MONTREAL
By
---------------------------------
Name:
Title: