EX-10.25



 




EXHIBIT 10.25



THIRD AMENDMENT TO



CREDIT AGREEMENT



     
This Third Amendment to Credit Agreement, dated
as of October      , 2004 (the
“Amendment”) amends that certain Credit Agreement,
dated as of July 2, 2002 (the “Original Credit
Agreement”), 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”), as
previously amended by the First Amendment to Credit Agreement,
dated as of March 28, 2003, and by the Second Amendment to
Credit Agreement, dated as of September 18, 2003 (the
Original Credit Agreement as amended by such prior amendments is
referred to as the “Credit Agreement”).



     
WHEREAS, Parent Borrower has requested certain
consents and waivers regarding Sections 8.9 and 8.18 of the
Credit Agreement in order to permit the Disposition of its
business segment, Bowne Business Solutions, described in
Exhibit A hereto (such business segment described in
Exhibit A being referred to as “Bowne Business
Solutions” and such Disposition, which is also described in
Exhibit A, being referred to as the “Bowne
Business Solutions Disposition”) and the use of up to
$60,000,000 of proceeds therefrom for the prepayment of the
notes issued pursuant to the Note Purchase Agreement, together
with such additional amount of such proceeds as may be needed to
pay the requisite “Make-Whole Amount” (as defined in
the Note Purchase Agreement) in connection therewith;



     
WHEREAS, Parent Borrower has also requested that
each Subsidiary Guarantor the capital stock of which is being
transferred as part of the Bowne Business Solutions Disposition
be released from its Guaranty and that the security interest of
the Lenders in the assets being transferred as part of such
Disposition be released;



     
WHEREAS, Parent Borrower has also requested that:
(a) Section 8.8 of the Credit Agreement be amended to
increase the amount of consideration that may be paid for an
Acquisition of an Operating Entity, that is not contingent on
obtaining the consent of the Required Lenders, from $3,000,000
for an Acquisition and $5,000,000 for all such Acquisitions
consummated during any calendar year, to $100,000,000, for each
such Acquisition with no limitation on the amount of
consideration to be paid for all Acquisitions of Operating
Entities during any calendar year; and (b) the definition
of “Restricted Distribution” be modified to change the
amount that may be paid by Parent Borrower for acquisitions of
its publicly-traded common stock from $15,000,000 during any
fiscal year of Parent Borrower to $50,000,000, in the aggregate,
during the Commitment Period; and



     
WHEREAS, the Lenders have agreed, subject to the
terms and conditions set forth in this Amendment, to
(a) approve the requested consents and waivers to
Sections 8.9 and 8.18, (b) release each Subsidiary
Guarantor the capital stock of which is being transferred as
part of the Bowne Business Solutions Disposition from its
Guaranty and to release their security interest in the assets
being transferred as part of such Disposition, and (c) the
requested amendments to Section 8.8 and the definition of
“Restricted Distribution” contained in the Credit
Agreement;



     
NOW, THEREFORE, in consideration of these
premises, the promises, mutual covenants and agreements
contained in this Amendment and fully intending to be legally
bound hereby, the parties hereby agree as follows:



     
1.     Capitalized
Terms.



     
Terms used in this Amendment which are not
defined herein, but which are defined in the Credit Agreement,
shall have the same respective meanings herein as therein.











 



     
2.     Amendment to
Credit Agreement.



     
Subject to this Amendment becoming effective upon
the satisfaction of the conditions set forth in Section 6
below, the Credit Agreement is hereby amended as follows:




		
	 	     
    2.1     Definition of
    Consolidated. The definition of “Consolidated” is
    hereby amended and restated in its entirety as follows:
    





		
	 	
    “Consolidated: Parent Borrower and its
    Subsidiaries on a consolidated basis in accordance with GAAP,
    including, without limitation, giving effect to all Dispositions
    that have been effectuated.”
    





		
	 	     
    2.2     Definition of
    Restricted Distribution. The definition of “Restricted
    Distribution” is hereby amended and restated in its
    entirety as follows:
    





		
	 	
    “Restricted
    Distribution: (a) any retirement,
    redemption, purchase, or other acquisition or retirement for
    value of any Capital Stock (except if effectuated by the
    issuance of Capital Stock acquired upon the conversion or
    exercise thereof), (b) the declaration or payment of any
    dividend or distribution in cash or property on or with respect
    to any Capital Stock (other than dividends payable solely by the
    issuance of shares of such issuer’s Capital Stock),
    excluding, however, (i) any such dividend, distribution, or
    payment on or with respect to the Voting Stock of a Subsidiary
    with respect to which Parent Borrower or one or more of its
    Subsidiaries participates in the same proportion as its
    ownership percentage of all outstanding Voting Stock of such
    issuer; (ii) any such dividend, distribution, payment on or
    with respect to, or an acquisition of the publicly-traded common
    stock of Parent Borrower, provided the aggregate amount of
    payments with respect to the acquisition of such common stock
    pursuant to this clause (ii) shall not exceed $50,000,000,
    in the aggregate, during the Commitment Period; and
    (iii) any such dividend, distribution, payment on or with
    respect to Capital Stock of Parent Borrower which is not
    publicly traded, provided the aggregate amount of such
    distributions, dividends and payments pursuant to this item
    (iii) during any fiscal year of Parent Borrower shall not
    exceed $10,000,000.”
    





		
	 	     
    2.3     Amendment of
    Section 8.8. Section 8.8 is hereby amended by
    amending and restating subsection (b) thereof in its
    entirety as follows:
    





		
	 	
    ‘(b) An Acquisition of one or more
    Operating Entities (including, without limitation, Acquisitions
    of Capital Stock of an Operating Entity or as a result of a
    merger or consolidation with an Operating Entity which is not
    Parent Borrower or a Subsidiary of Parent Borrower), provided
    that (i) such Operating Entity is in the same line or lines
    of business as Parent Borrower and its Subsidiaries,
    (ii) Parent Borrower has provided evidence satisfactory to
    the Agent that after giving effect to such Acquisition no
    Default or Event of Default would exist, (iii) such
    Acquisition does not involve a “hostile” transaction,
    and (iv) the aggregate consideration paid by Parent
    Borrower and its Subsidiaries for such Acquisition, including,
    assumption of Indebtedness and the transfer of Property (other
    than the Capital Stock of Parent Borrower), does not exceed
    $100,000,000.”
    




     
3.     Consent and
Waiver.



     
Subject to this Amendment becoming effective upon
the satisfaction of the conditions set forth in Section 6
below, and the limitations set forth below, the Lenders hereby:




		
	 	     
    (a) waive the provisions of Section 8.9
    and otherwise provide their consent to the extent necessary to
    permit the consummation of the Bowne Business Solutions
    Disposition;
    
	 
	 	     
    (b) release each “Bowne Business
    Solutions Entity” (as such term is defined in
    Section 5.2 below) that is a Guarantor Subsidiary from its
    Guaranty;
    
	 
	 	     
    (c) release Lender’s liens and security
    interests in any and all assets included within Bowne Business
    Solutions and being transferred pursuant to the Bowne Business
    Solutions Disposition;
    
	 
	 	     
    (d) authorize the Agent, upon the request
    therefor, and at Parent Borrower’s expense, to deliver
    releases of all financing statements, notices of assignment and
    other registrations of security evidencing
    




2








 


		
	 	
    the termination of the security interests
    (referred to in Section 3(c)), including, without
    limitation, UCC termination statements; and
    
	 
	 	     
    (e) waive the provisions of
    Section 8.18 (including, without limitation, the provisions
    contained therein regarding the permanent reduction of the
    Aggregate Commitment Amount) and otherwise provide their consent
    with respect to up to $60,000,000 from the proceeds of the Bowne
    Business Solutions Disposition to be used to prepay the notes
    issued by Parent Borrower pursuant to the Note Purchase
    Agreement (collectively, all such notes are referred to as the
    “Note Purchase Agreement Notes”), together with such
    additional amount of such proceeds as may be needed to pay the
    requisite Make-Whole Amount in connection therewith; provided,
    that this waiver and consent shall only be effective if on the
    date of such prepayment or payment there is no Aggregate Credit
    Exposure.
    




     
4.     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 Amendment (including,
without limitation, the consent and waivers contained herein),
the transactions contemplated by this Amendment (including,
without limitation, the release of certain Guarantor
Subsidiaries and the release of the security interest in certain
assets) 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.



     
5.     Representations,
Warranties and Covenants.



     
Parent Borrower represents, warrants and agrees
that:




		
	 	     
    5.1     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 Amendment (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 Amendment shall be true and
    correct on and as of the “Amendment Effective Date”
    (as such term is defined in Section 6 hereof), as if such
    representations and warranties were made on such date. Without
    limiting the generality of the foregoing, immediately after the
    Amendment Effective Date, the representation and warranty
    contained in Section 4.20 of the Credit Agreement will be
    true and correct and Parent Borrower shall have fully complied
    with Section 7.11 of the Credit Agreement.
    
	 
	 	     
    5.2     Bowne
    Business Solutions. Exhibit A annexed hereto completely
    and accurately describes the assets and operations constituting
    the business segment known as “Bowne Business
    Solutions” and that are being transferred as part of the
    Bowne Business Solutions Disposition, which exhibit also
    completely and accurately sets forth each entity (each such
    entity, a “Bowne Business Solutions Entity”), the
    capital stock of which is being transferred as part of the
    Business Solutions Disposition, and which will no longer be a
    Subsidiary after the consummation thereof.
    
	 
	 	     
    5.3     Consideration
    to be Paid in connection with the Bowne Business Solutions
    Disposition. Exhibit A contains an accurate and
    complete description of the Bowne Business Solutions
    Disposition, including, without limitation, in all material
    respects, the consideration to be paid to Parent Borrower or its
    Subsidiaries with respect to the Bowne Business Solutions
    Disposition, which consideration is at least $150,000,000 to be
    paid in cash at the closing thereof. Annexed hereto as
    Exhibit B is a true and complete copy of the purchase
    agreement pursuant to which the Bowne Business Solutions
    Disposition is to be effectuated, and such Agreement constitutes
    the legal, valid and binding obligation of each party thereto
    enforceable against each party in accordance with its terms,
    except as enforceability may be limited by applicable
    bankruptcy, insolvency, reorganization or other similar laws
    affecting the enforcement of creditors’ rights generally.
    




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    5.4     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 Amendment).
    
	 
	 	     
    5.5     No Material
    Adverse Effect. Consummation of the Bowne Business Solutions
    Disposition will not have a Material Adverse Effect.
    
	 
	 	     
    5.6     Binding
    Effect of Documents; Amendment as Loan Document. This
    Amendment 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 Amendment constitutes a Loan Document.
    
	 
	 	     
    5.7     Compliance
    Certificate. Annexed hereto as Exhibit C is a
    Compliance Certificate, dated as of August 13, 2004,
    setting forth as of, and for the period ended, June 30,
    2004, on a pro forma basis, after giving effect to the Bowne
    Business Solutions Disposition, the calculation of the Leverage
    Ratio, Senior Leverage Ratio, ratio of Consolidated EBITDAR to
    Consolidated Fixed Charges, the ratio of Consolidated
    Indebtedness to Consolidated Total Capitalization and
    Consolidated Shareholders Equity and pro forma financial
    statements, as of and for the six month period ended
    June 30, 2004. The calculations of the ratios and other
    amounts contained in such Compliance Certificate, have been made
    with financial information generated in a manner consistent with
    GAAP and the accounting policies used by the Parent Borrower in
    the financial statements delivered pursuant to Section 7.1
    of the Credit Agreement and are otherwise accurate as of the
    dates and for the periods set forth, after giving effect to the
    Bowne Business Solutions Disposition.
    




     
6.     Conditions to
Effectiveness.



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




		
	 	     
    6.1     Counterparts
    to Amendment. 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);
    
	 
	 	     
    6.2     Consummation
    of the Bowne Business Solutions Disposition. The Agent shall
    have received evidence that the Bowne Business Solutions
    Disposition has closed and that cash proceeds aggregating at
    least $150,000,000 have been received by Parent Borrower (or one
    of its Subsidiaries) therefrom;
    
	 
	 	     
    6.3     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;
    
	 
	 	     
    6.4     Additional
    Documents. The Agent shall have received all documents it
    may reasonably request relating to the corporate or other
    authority for this Amendment and the other documents related
    thereto, and any other matters relevant hereto, all in form and
    substance satisfactory to the Agent. Without limiting the
    generality of the foregoing, such documents shall include:
    (a) all purchase and sale agreements and other
    documentation pursuant to which the Bowne Business Solutions
    Disposition is to be, or is being, effectuated; and
    (b) such documents as may be requested relating to Parent
    Borrower’s compliance with Section 7.11 of the Credit
    Agreement, after giving effect to the Bowne Business Solutions
    Disposition.
    
	 
	 	     
    6.5     Intercreditor
    Agreement. The Agent shall have received, in accordance with
    the terms of the Intercreditor Agreement, evidence satisfactory
    to it that the “Required Holders” (as such term is
    defined in the Note Purchase Agreement) have consented to the
    release of the security interests and liens in the
    




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    assets included within the Bowne Business
    Solutions Disposition with respect to which Agent is acting as
    “Collateral Agent” (as such term is defined in the
    Intercreditor Agreement).
    





provided that this Amendment (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 November 14, 2004.
Promptly after the Amendment 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.



     
7.     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.



     
8.     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.



     
9.     Expenses.



     
Regardless of whether the Amendment 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 Amendment, including,
without limitation, the reasonable fees and expenses of
Agent’s counsel.



     
10.     Counterparts.



     
This Amendment 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.



     
11.     Governing
Law.



     
THIS AMENDMENT 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 Amendment as of the day first written above.




		
	 	
    BOWNE & CO., INC., Parent Borrower
    





			
	 	By: 	
    /s/ C. CODY COLQUITT
    



		
	 	
    

	 	
    Name: C. Cody Colquitt
    



			
	 	Title:	
    Senior Vice President and
    



		
	 	
    Chief Financial Officer
    
	 
	 	
    FLEET NATIONAL BANK,
    
	 	
    A BANK OF AMERICA, 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/ PAUL O’NEILL
    



		
	 	
    

	 	
    Name: Paul O’Neill
    
	 	
    Title:  Vice President
    
	 
	 	
    WACHOVIA BANK, NATIONAL ASSOCIATION,
    
	 	
    as a Lender
    





			
	 	By: 	
    /s/ KIRSTEN CARVER
    



		
	 	
    

	 	
    Name: Kirsten Carver
    
	 	
    Title:  Assistant Vice President
    




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





			
	 	By: 	
    /s/ MICHAEL P. DICKMAN
    



		
	 	
    

	 	
    Name: Michael P. Dickman
    
	 	
    Title:  Assistant Vice President
    
	 
	 	
    THE BANK OF NEW YORK,
    
	 	
    as a Lender
    





			
	 	By: 	
    /s/ KENNETH P. SNEIDER
    



		
	 	
    

	 	
    Name: Kenneth P. Sneider
    
	 	
    Title:  Vice President
    




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    GUARANTORS:
	 
	 	
    BOWNE BUSINESS COMMUNICATIONS, INC.,
	 	
    a New York corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE BUSINESS SOLUTIONS, INC.,
	 	
    a Delaware corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE ENTERPRISE SOLUTIONS, L.L.C.,
	 	
    a New York limited liability company
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE OF ATLANTA, INC.,
	 	
    a Georgia corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    




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    BOWNE OF BOSTON, INC.,
	 	
    a Massachusetts corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE OF CHICAGO, INC.,
	 	
    a Delaware corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE OF CLEVELAND, INC.,
	 	
    a Ohio corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    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:  Senior Vice President and
    Corporate Secretary
    




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    BOWNE OF LOS ANGELES, INC.,
	 	
    a California corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE OF NEW YORK CITY, L.L.C.,
	 	
    a New York limited liability company
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE OF PHOENIX, INC.,
	 	
    an Arizona corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE OF SOUTH BEND, INC.,
	 	
    a Delaware corporation
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    




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    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:  Senior Vice President and
    Corporate Secretary
    
	 
	 	
    BOWNE TRANSLATION SERVICES, LLC,
	 	
    a New York limited liability company
    





			
	 	By: 	
    /s/ SCOTT L. SPITZER
    



		
	 	
    

	 	
    Name: Scott L. Spitzer
    
	 	
    Title:  Senior Vice President and
    Corporate Secretary
    




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EXHIBIT A


     
Reference is made to the Purchase and Sale
Agreement (including the schedules thereto), dated
October 7, 2004, a true and correct copy of which is
attached hereto as Exhibit B (the “Purchase
Agreement”), among Bowne & Co., Inc., Williams Lea
Group Limited and Williams Lea Holdings Inc. Capitalized terms
used herein not defined in the Amendment shall have the meanings
given to them in the Purchase Agreement.




Summary of Terms



			
	 	• 	
    Buyer will acquire 100% of the outstanding share
    capital of Bowne Business Solutions, Inc. (“BBS”) for
    a purchase price, subject to adjustment, of $169,000,000, and
    consideration for a non-compete covenant of $11,000,000.
    
	 
	 	• 	
    Schedule 5.17(a) of the Purchase Agreement,
    which sets forth a description of the Bowne Business Solutions
    business for which Parent Borrower and its Subsidiaries are
    restricted by a non-compete covenant, is incorporated herein by
    reference. See below for a summary of the disposed assets.
    
	 
	 	• 	
    Parent Borrower has agreed to customary
    representations and warranties in Article III.
    
	 
	 	• 	
    Parent Borrower has agreed to customary covenants
    in Article V, including but not limited to certain
    covenants governing transition services and business separation
    assistance in Sections 5.11 and 5.12.
    
	 
	 	• 	
    Parent Borrower has agreed to customary
    indemnification provisions in Article 8.
    
	 
	 	• 	
    The Bowne Business Solutions Disposition is
    subject to customary conditions to Closing set forth in
    Article VI.
    





Summary of Disposed Assets



			
	 	• 	
    In addition to the shares of BBS,
    Schedule 3.5 of the Purchase Agreement, which sets forth a
    list of Subsidiaries of BBS included in the Bowne Business
    Solutions Disposition (except to the extent set forth therein),
    is incorporated herein by reference.
    
	 
	 	• 	
    Schedule 3.8(a) of the Purchase Agreement,
    which sets forth the assets used in the Bowne Business Solutions
    business that will be transferred from Parent Borrower or one of
    its Subsidiaries not being sold in the Bowne Business Solutions
    Disposition (a “Retained Subsidiary”) to BBS and/or a
    BBS Subsidiary (except to the extent set forth therein), is
    incorporated herein by reference.
    
	 
	 	• 	
    Schedule 5.11(a) of the Purchase Agreement,
    which sets forth the assets not used in the Bowne Business
    Solutions business that will be transferred out of BBS and the
    BBS Subsidiaries to the Parent Borrower and its Retained
    Subsidiaries (except to the extent set forth therein), is
    incorporated herein by reference.
    
	 
	 	• 	
    Parent Borrower has agreed to retain the
    “Excluded Liabilities” set forth in
    Section 2.2(c) and the “Retained Litigation” set
    forth in Section 8.1(f).
    












 




Exhibit B



Note: Exhibit B refers to the Purchase and
Sale Agreement dated October 7, 2004, among
Bowne & Co., Inc., Williams Lea Group Limited and
Williams Lea Holdings Inc. This agreement was previously filed
as Exhibit 2.1 to the Form 8-K filed by
Bowne & Co., Inc. on October 8, 2004, and
therefore is not included herein.