**Exhibit 10.24**
**CONSENT AND WAIVER AGREEMENT**
     This Consent and Waiver Agreement, dated as of January 12, 2005 (the “Consent Agreement”) isby and among **BOWNE & CO., INC.**, a Delaware corporation (the “Parent Borrower”), **FLEET NATIONALBANK, A BANK OF AMERICA COMPANY,**and the other lending institutions listed on Schedule 1 to theCredit Agreement (each a “Lender”, and collectively, the “Lenders”), **FLEET NATIONAL BANK, A BANK OFAMERICA 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 CreditAgreement, dated as of July 2, 2002 (the “Original Credit Agreement”), as previously amended by theFirst Amendment to Credit Agreement, dated as of March 28, 2003 (the “First Amendment”), by theSecond Amendment to Credit Agreement, dated as of September 18, 2003 (the “Second Amendment”) andthe 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 SecondAmendment is hereinafter referred to as the “Credit Agreement”);
     WHEREAS, Parent Borrower has requested certain consents and waivers regarding Section 8.16 ofthe Credit Agreement in order to permit the use of proceeds from the Bowne Business SolutionsDisposition for the repurchase of up to $25,000,000 aggregate principal amount of the SubordinatedDebentures issued by the Parent Borrower pursuant to the Indenture (the “Subordinated DebentureRepurchase”);
     WHEREAS, the Lenders have agreed, subject to the terms and conditions set forth in thisConsent Agreement, to approve the requested consents and waivers to Section 8.16;
     NOW, THEREFORE, in consideration of these premises, the promises, mutual covenants andagreements contained in this Consent Agreement and fully intending to be legally bound hereby, theparties hereby agree as follows:
1.  CAPITALIZED TERMS.
     Terms used in this Consent Agreement which are not defined herein, but which are defined inthe 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 conditionsset forth in Section 5 below and the limitations set forth below, the Lenders hereby waive theprovisions of Section 8.16 of the Credit Agreement, and otherwise provide their consent, to theextent necessary, to permit the use of proceeds from the Bowne Business Solutions Disposition forthe repurchase of up to $25,000,000 aggregate principal amount of the Subordinated Debenturesissued by the Parent Borrower pursuant to the Indenture (at a purchase price equal to the principalamount thereof, accrued and unpaid interest thereon and subject to
 

 

any market premium or discount); provided, however, that this waiver and consent shall only beeffective with respect to any such repurchase if on the date of such repurchase there is noAggregate Credit Exposure; provided further, however, that this consent and waiver shall only beeffective with respect to repurchases effected within ninety (90) days of the “Consent AgreementEffective 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 theLenders under the Guaranty and agrees that neither this Consent Agreement (including, withoutlimitation, the consents and waivers contained herein), the transactions contemplated by thisConsent Agreement nor any further agreements or arrangements whatsoever relating to the CreditAgreement 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 andwarranties made by Parent Borrower in the Credit Agreement is true, correct andcomplete on and as of the date hereof with the same full force and effect as if each ofsuch representations and warranties had been made by the Parent Borrower on the datehereof and in this Consent Agreement (except to the extent such representations andwarranties expressly relate to an earlier date). Each of such representations andwarranties (except to the extent such representations and warranties expressly relateto an earlier date) together with each of the representations and warranties containedin this Consent Agreement shall be true and correct on and as of the Consent AgreementEffective 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 Defaultcurrently exists (or will exist after giving effect to all of the arrangements andtransactions contemplated by this Consent Agreement).  4.3  Binding Effect of Documents; Consent Agreement as Loan Document. ThisConsent Agreement and all documents being executed by the Credit Parties in connectionherewith have been duly authorized, executed and delivered by each Credit Party and arein full force and effect as of the date hereof and the agreements and obligations ofeach such Credit Party contained herein and therein constitute the legal, valid, andbinding obligations of each Credit Party enforceable against such Credit Party inaccordance with their respective terms, except as such enforceability may be limited byapplicable bankruptcy, insolvency, reorganization or other similar laws affecting theenforcement of creditors’ rights generally. This Consent Agreement constitutes a LoanDocument.
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5.  CONDITIONS TO EFFECTIVENESS.
     This Consent Agreement, including the consents and waivers contained herein, shall becomeeffective on the first date when all of the following conditions are met (the “Consent AgreementEffective Date”):
 5.1  Counterparts to Consent Agreement. The Agent shall have receivedcounterparts 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 havebeen received, the Agent shall have received in form satisfactory to it a telecopy orother written confirmation from such party of execution of a counterpart hereof by suchparty);  5.2  Other Fees and Expenses. The Agent shall have received payment of allother costs, fees and expenses (including, without limitation, reasonable legal feesand expenses for which invoices shall have been submitted to the Parent Borrower) inconnection with the Loan Documents;  5.3  Additional Documents. The Agent shall have received all documents itmay reasonably request relating to the corporate or other authority for this ConsentAgreement and the other documents related thereto, and any other matters relevanthereto, all in form and substance satisfactory to the Agent; and  5.4  Note Purchase Agreement. The Agent shall have received evidencesatisfactory to it that either (a) the “Required Holders” (as such term is defined inthe Note Purchase Agreement) have consented to the Subordinated Debenture Repurchase,or (b) all of the outstanding notes issued under the Note Purchase Agreement have beenprepaid and satisfied in full (including any “Make-Whole Amount”, as defined in theNote Purchase Agreement).
provided that this Consent Agreement (and the consents and waivers contained herein) shall notbecome effective or be binding upon any party hereto unless all of the foregoing conditions aresatisfied not later than March 1, 2005. Promptly after the Consent Agreement Effective Dateoccurs, the Agent shall notify the Parent Borrower and the Lenders thereof, and such notice shallbe conclusive and binding on all parties hereto.
6.  RATIFICATION; MISCELLANEOUS.
     Except as expressly amended, consented to or waived hereby, the Credit Agreement and alldocuments, instruments and agreements related thereto are hereby ratified and confirmed in allrespects. All references to the Credit Agreement in any Loan Document or related agreement orinstrument 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 orany 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 agreesto pay all reasonable fees and expenses incurred by Agent in connection with the preparation andnegotiation of this Consent Agreement, including, without limitation, the reasonable fees andexpenses of Agent’s counsel.
9.  COUNTERPARTS.
     This Consent Agreement may be executed in one or more counterparts, each of which shall bedeemed 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 ACCORDANCEWITH, 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 firstwritten 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 mergerwith 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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