Exhibit 10.1
EXECUTION COPY
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of
October 19, 2009 (this "Amendment"), is by and among BOWNE & CO., INC., a
Delaware corporation (the "Company"), the other US Borrowers party hereto
(collectively with the Company, the "US Borrowers"), BOWNE OF CANADA, LTD. (the
"Canadian Borrower" and, together with the US Borrowers, the "Borrowers"), the
other Loan Parties party hereto (such other Loan Parties, together with the
Borrowers, being hereinafter referred to collectively as the "Loan Parties"),
JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A. and CAPITAL ONE, N.A.
(collectively, the "Continuing Lenders"), WELLS FARGO FOOTHILL, LLC and
SOVEREIGN BANK (collectively, the "New Lenders"), and solely for the purposes of
Section 3 hereof, CITIBANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION and US
BANK, NATIONAL ASSOCIATION (collectively, the "Exiting Lenders"), JPMORGAN CHASE
BANK, N.A. as US Administrative Agent for the Lenders under the Credit Agreement
described below (in such capacity, the "US Administrative Agent"), and JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent for the
Lenders under such Credit Agreement (in such capacity, the "Canadian
Administrative Agent" and, together with the US Administrative Agent, the
"Administrative Agents").
WHEREAS the Borrowers are party to an Amended and Restated Credit Agreement
dated as of March 31, 2009 among the Borrowers, the other Loan Parties party
thereto, the Lenders party thereto and the Administrative Agents (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
pursuant to which the Lenders agreed, subject to the terms and conditions set
forth therein, to make certain Loans to the Borrowers; and
WHEREAS, the Borrowers have requested and the Administrative Agents and the
Lenders party hereto have agreed, on the terms set forth herein, to amend the
Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, the parties hereby agree as follows:
1. Capitalized Terms. Capitalized terms used herein which are defined in the
Credit Agreement have the same meanings herein as therein, except to the extent
that such meanings are amended hereby.
2. Amendments to Credit Agreement. Subject to the satisfaction of the terms and
conditions set forth in Section 5 hereof, the Loan Parties, the Continuing
Lenders, the New Lenders and the Administrative Agents agree that the Credit
Agreement is hereby amended as follows:
(a) Amendments to Section 1.01 of the Credit Agreement.
(i) Amendments to Existing Definitions. Section 1.01 of the Credit
Agreement is hereby amended by deleting the definitions of "Availability
Period", "Canadian Revolving Exposure", "Full Cash Dominion Period" and
"Revolving Maturity Date" and substituting the following therefor:
"Availability Period" means the period from and including the Effective
Date to but excluding the earlier of the Revolving Maturity Date and the date of
termination of the Revolving Commitments.
"Canadian Revolving Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Canadian
Revolving Loans and its