EX-10.24



 






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:




	1.  	CAPITALIZED TERMS.





     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.




	2.  	CONSENT AND WAIVER.





     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).




	3.  	REAFFIRMATION OF GUARANTY.





     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.




	4.  	REPRESENTATIONS, WARRANTIES AND COVENANTS.





     Parent Borrower represents, warrants and agrees that:




	 	4.1  	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 Date, as if such representations and warranties were made on such date.
	 
	 	4.2  	No Default or Event of Default. No Default or Event of Default
currently exists (or will exist after giving effect to all of the arrangements and
transactions contemplated by this Consent Agreement).
	 
	 	4.3  	Binding Effect of Documents; Consent Agreement as Loan Document. This
Consent Agreement and all documents being executed by the Credit Parties in connection
herewith have been duly authorized, executed and delivered by each Credit Party and are
in full force and effect as of the date hereof and the agreements and obligations of
each such Credit Party contained herein and therein constitute the legal, valid, and
binding obligations of each Credit Party enforceable against such Credit Party in
accordance with their respective terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally. This Consent Agreement constitutes a Loan
Document.




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	5.  	CONDITIONS TO EFFECTIVENESS.





     This Consent Agreement, including the consents and waivers contained herein, shall become
effective on the first date when all of the following conditions are met (the “Consent Agreement
Effective Date”):




	 	5.1  	Counterparts to Consent Agreement. The Agent shall have received
counterparts hereof signed by the Required Lenders and all of the Credit Parties (or,
in the case of any Required Lender as to which an executed counterpart shall not have
been received, the Agent shall have received in form satisfactory to it a telecopy or
other written confirmation from such party of execution of a counterpart hereof by such
party);
	 
	 	5.2  	Other Fees and Expenses. The Agent shall have received payment of all
other costs, fees and expenses (including, without limitation, reasonable legal fees
and expenses for which invoices shall have been submitted to the Parent Borrower) in
connection with the Loan Documents;
	 
	 	5.3  	Additional Documents. The Agent shall have received all documents it
may reasonably request relating to the corporate or other authority for this Consent
Agreement and the other documents related thereto, and any other matters relevant
hereto, all in form and substance satisfactory to the Agent; and
	 
	 	5.4  	Note Purchase Agreement. The Agent shall have received evidence
satisfactory to it that either (a) the “Required Holders” (as such term is defined in
the Note Purchase Agreement) have consented to the Subordinated Debenture Repurchase,
or (b) all of the outstanding notes issued under the Note Purchase Agreement have been
prepaid and satisfied in full (including any “Make-Whole Amount”, as defined in the
Note Purchase Agreement).




provided that this Consent Agreement (and the consents and waivers contained herein) shall not
become effective or be binding upon any party hereto unless all of the foregoing conditions are
satisfied not later than March 1, 2005. Promptly after the Consent Agreement Effective Date
occurs, the Agent shall notify the Parent Borrower and the Lenders thereof, and such notice shall
be conclusive and binding on all parties hereto.





	6.  	RATIFICATION; MISCELLANEOUS.





     Except as expressly amended, consented to or waived hereby, the Credit Agreement and all
documents, instruments and agreements related thereto are hereby ratified and confirmed in all
respects. All references to the Credit Agreement in any Loan Document or related agreement or
instrument shall hereafter refer to the Credit Agreement as amended hereby.




	7.  	NO IMPLIED WAIVER.





     Except as expressly provided herein, nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligations of any of the Credit Parties or
any right of the Agent or any Lender consequent thereon.



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	8.  	EXPENSES.





     Regardless of whether the Consent Agreement Effective Date ever occurs, Parent Borrower agrees
to pay all reasonable fees and expenses incurred by Agent in connection with the preparation and
negotiation of this Consent Agreement, including, without limitation, the reasonable fees and
expenses of Agent’s counsel.




	9.  	COUNTERPARTS.





     This Consent Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but which together shall constitute one and the same instrument.




	10.  	GOVERNING LAW.





     THIS CONSENT AGREEMENT SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).



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     IN WITNESS WHEREOF, the parties have executed this Consent Agreement as of the day first
written above.



	 	 	 
	

	 	PARENT BORROWER:
	 
	 	 
	

	 	BOWNE & CO., INC., Parent Borrower
	 
	 	 
	

	 	By: /s/ WILLIAM J. COOTE
	

	 	Name: William J. Coote
	

	 	Title: Vice President and Treasurer
	 
	 	 
	

	 	LENDERS:
	 
	 	 
	

	 	FLEET NATIONAL BANK,
	

	 	A BANK OF AMERICA COMPANY,
	

	 	as a Lender and as Agent
	 
	 	 
	

	 	By: /s/ JANA L. BAKER
	

	 	Name: Jana L. Baker
	

	 	Title: Vice President
	 
	 	 
	

	 	JPMORGAN CHASE BANK, as a Lender
	

	 	and as Documentation Agent
	 
	 	 
	

	 	By: /s/ LOUIS MASTRIANNI
	

	 	Name: Louis Mastrianni
	

	 	Title: Vice President
	 
	 	 
	

	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	

	 	as a Lender
	 
	 	 
	

	 	By: /s/ KRISTEN CARVER
	

	 	Name: Kristen Carver
	

	 	Title: Assistant Vice President
	 
	 	 
	

	 	HSBC BANK USA, as a Lender
	 
	 	 
	

	 	By: /s/ BRUCE WICKS
	

	 	Name: Bruce Wicks
	

	 	Title: First Vice President
	 
	 	 
	

	 	THE ROYAL BANK OF SCOTLAND, PLC, as a Lender
	 
	 	 
	

	 	By: /s/ PHILIPPE SANDMEIER
	

	 	Name: Philippe Sandmeier
	

	 	Title: Senior Vice President






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	 	U.S. BANK N.A., as a Lender
	 
	 	 
	

	 	By:                                                             
	

	 	Name:
	

	 	Title:
	 
	 	 
	

	 	THE BANK OF NEW YORK, as a Lender
	 
	 	 
	

	 	By: /s/ KEN SNEIDER
	

	 	Name: Kenneth Sneider
	

	 	Title: Vice President
	 
	 	 
	

	 	GUARANTORS:
	 
	 	 
	

	 	BOWNE BUSINESS COMMUNICATIONS, INC.,
	

	 	a New York corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE ENTERPRISE SOLUTIONS, L.L.C.,
	

	 	a New York limited liability company
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF ATLANTA, INC.,
	

	 	a Georgia corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF BOSTON, INC.,
	

	 	a Massachusetts corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF CHICAGO, INC.,
	

	 	a Delaware corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF CLEVELAND, INC.,
	

	 	a Ohio corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President






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	 	BOWNE OF DALLAS LIMITED PARTNERSHIP,
	

	 	a Delaware limited partnership
	 
	 	 
	

	 	By: BOWNE OF DALLAS, INC.,
	

	 	a Delaware corporation, as General Partner
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF LOS ANGELES, INC.,
	

	 	a California corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF NEW YORK CITY, L.L.C.,
	

	 	a New York limited liability company
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF PHOENIX, INC.,
	

	 	an Arizona corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE OF SOUTH BEND, INC.,
	

	 	a Delaware corporation
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BGS COMPANIES, INC.,
	

	 	a Delaware corporation, (also as successor by merger
with Bowne Localization, Inc., a Delaware corporation)
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President
	 
	 	 
	

	 	BOWNE TRANSLATION SERVICES, LLC,
	

	 	a New York limited liability company
	 
	 	 
	

	 	By: /s/ SCOTT L. SPITZER
	

	 	Name: Scott L. Spitzer
	

	 	Title: Vice President







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