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EXHIBIT 10.1 (f)  


 
 

SIXTH AMENDMENT    
  


        SIXTH AMENDMENT (this "Amendment"), dated as of October 17, 2002, among ACG HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERICAN COLOR
GRAPHICS, INC., a New York corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers
Trust Company), as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein 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, General Electric Capital Corporation, as Documentation Agent, Morgan Stanley Senior Funding, Inc., as
Syndication Agent, and the Administrative Agent are parties to a Credit Agreement, dated as of August 15, 1995 and amended and restated as of May 8, 1998 (as so amended and restated and
as the same has been further amended, modified and/or supplemented to, but not including, the date hereof, the "Credit Agreement"); and 


        WHEREAS,
the parties hereto wish to amend the Credit Agreement as herein provided; 


        NOW,
THEREFORE, it is agreed: 


        1.    Section 2.6(i) of
the Credit Agreement is hereby amended by deleting the text "Sections 8.1(e) and (f)" appearing in said Section and inserting the text
"Sections 8.1(e), (f) and (k)" in lieu thereof. 


        2.    Section 8.1
of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (i) of said Section,
(ii) deleting the period at the end of clause (j) of said Section and inserting the text "; and" in lieu thereof and (iii) inserting the following new clause (k)
immediately after clause (j) of said Section: 



        "(k)
the Borrower may sell its Digiscope business for consideration equivalent to the fair market value of the net assets comprising such business (as determined in good faith by senior
management of the Borrower); provided that (i) the aggregate amount of disposition proceeds from such sale (including principal payments under
any promissory note received as consideration in connection with such sale) shall not exceed $2,500,000 and (ii) to the extent the aggregate Net Sale Proceeds from such sale pursuant to this
clause (k) exceed $500,000, such excess Net Sale Proceeds shall be applied in accordance with the requirements of Section 2.6(i).". 




        3.    Section 8.12
of the Credit Agreement is hereby amended by (i) deleting the amount "$15,000,000" appearing in subclause (y) of clause (i) of
said Section and inserting the amount "$30,000,000" in lieu thereof and (ii) inserting the following proviso immediately after the text "for all such repurchases pursuant to this
clause (y)" appearing in subclause (y) of clause (i) of said Section: 



"provided that any repurchase of Senior Subordinated Notes pursuant to this clause (y) shall be made at not more than 101% of the face amount of
such Senior Subordinated Notes". 




        4.    In
order to induce the Lenders to enter into this Amendment, each of Holdings and the Borrower hereby represents and warrants that: 



        (a)  no
Default or Event of Default exists as of the Sixth Amendment Effective Date (as defined below), both before and after giving effect to this Amendment; 


        (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 Sixth
Amendment Effective 



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Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth 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). 




        5.    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. 


        6.    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 the Borrower and the Administrative Agent. 


        7.    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. 



        8.    This
Amendment shall become effective on the date (the "Sixth Amendment Effective Date") when Holdings, the Borrower, 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. 


        9.    So
long as the Sixth Amendment Effective Date occurs, the Borrower shall pay to each Lender which has executed a counterpart hereof on or prior to 5:00 P.M. (New
York time) on the later to occur of October 31, 2002 or the Sixth Amendment Effective Date, a consent fee equal to 0.10% of the sum of (x) its Revolving Loan Commitment as in effect on
the Sixth Amendment Effective Date and (y) the aggregate principal amount of its A Term Loans and B Term Loans outstanding on the Sixth Amendment Effective Date. All fees payable pursuant to
the immediately preceding sentence shall be paid to the Administrative Agent within one Business Day after the later date specified in the immediately preceding sentence, which fees shall be
distributed by the Administrative Agent to the relevant Lenders in the amounts specified in the immediately preceding sentence. 


        10.  From
and after the Sixth Amendment Effective Date, 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. 


*    *    * 


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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. 



	 	 	ACG HOLDINGS, INC.
	

 	
 	
By:	

/s/  JOSEPH M. MILANO      
 Title: Executive Vice President and Chief

Financial Officer
	

 	
 	
AMERICAN COLOR GRAPHICS, INC.
	

 	
 	
By:	

/s/  JOSEPH M. MILANO      
 Title: Executive Vice President and Chief

Financial Officer
	

 	
 	
DEUTSCHE BANK TRUST COMPANY

    AMERICAS (f/k/a Bankers Trust

    Company), Individually and as

    Administrative Agent
	

 	
 	

By:	

/s/  SUSAN L. LEFEVRE      
 Title: Director
	

 	
 	
GENERAL ELECTRIC CAPITAL

    CORPORATION,

    Individually and as Documentation Agent
	

 	
 	

By:	

/s/  ANNE KENNELLY KRATKY      
 Title: Manager—Operations
	

 	
 	

MORGAN STANLEY SENIOR FUNDING,

    INC., Individually and as Syndication Agent
	

 	
 	

By:	

/s/  JAAP L. TONCKONS      
 Title: Vice President



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SUNAMERICA SENIOR FLOATING RATE

    FUND INC.

By: STANFIELD CAPITAL PARTNERS LLC

    as Subadvisor
	

 	
 	

By:	

/s/  GREGORY L. SMITH      
 Title: Partner
	

 	
 	

DEUTSCHE BANK AG CAYMAN ISLANDS

    BRANCH
	

 	
 	

By:	

/s/  SUSAN L. LEFEVRE      
 Title: Director
	

 	
 	

By:	

/s/  MARGUERITE SUTTON      
 Title: Vice President
	

 	
 	

EMERALD ORCHARD LIMITED
	

 	
 	

By:	

/s/  DAVID PARKER      
 Title: Attorney in Fact
	

 	
 	

HIGHLAND LEGACY LIMITED

By: HIGHLAND CAPITAL MANAGEMENT,

    L.P. as Collateral Manager
	

 	
 	

By:	

/s/  LOUIS KOVEN      
 Title: Executive Vice President - CFO
	

 	
 	

TRANSAMERICA BUSINESS CREDIT

    CORPORATION
	

 	
 	

By:	

/s/  STEPHEN K. GOETSCHIUS      
 Title: Senior Vice President



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UPS CAPITAL CORPORATION
	

 	
 	

By:	

/s/  CHARLES JOHNSON      
 Title: Managing Director
	

 	
 	

KZH HIGHLAND-2 LLC
	

 	
 	

By:	

/s/  JOYCE FRASER-BRYANT      
 Title: Authorized Agent
	

 	
 	

KZH CYPRESSTREE-1 LLC
	

 	
 	

By:	

/s/  JOYCE FRASER-BRYANT      
 Title: Authorized Agent
	

 	
 	

ORIX FINANCIAL SERVICES, INC.
	

 	
 	

By:	

/s/  ANDREW KOSOWSKY      
 Title: Vice President




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SIXTH AMENDMENT

W I T N E S S E T H