FB PURCHASER IN FORM AND SUBSTANCE SATISFACTORY TO
ADMINISTRATIVE AGENT (A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A, THE "FB
QUITCLAIM", SUCH QUIT-CLAIM TRANSACTION, THE "QUITCLAIM TRANSACTION");
WHEREAS, subject to the terms and conditions set forth herein, in connection
with the consummation of the Sale Transaction and the Quitclaim Transaction, the
Administrative Agent
and Lenders have agreed to consent to the Quitclaim
Transaction;
WHEREAS, the Administrative Agent, the Lenders, and Borrower are willing to
amend the Funding Agreement to reflect the foregoing and grant the requested
consent on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto
agree as follows:
1.
CONSENT AND AMENDMENTS AS OF EFFECTIVE DATE.
AS OF THE
"EFFECTIVE DATE" (AS DEFINED IN SECTION 3 BELOW):
(A)
ALL TRANSFERRED RECEIVABLES CONSTITUTING FB RECEIVABLES SHALL NO
LONGER BE DEEMED "ELIGIBLE RECEIVABLES".
(B)
THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY DIRECT, AND
CONSENT TO, THE QUITCLAIM TRANSACTION, AND BORROWER SHALL ENTER INTO THE
QUITCLAIM TRANSACTION AND USE THE PROCEEDS THEREOF TO PAY ON THE EFFECTIVE DATE
ANY FUNDING EXCESS RESULTING FROM THE AMENDMENT DESCRIBED IN CLAUSE (A) ABOVE.
(C)
ANY COLLECTIONS RECEIVED IN A LOCKBOX, COLLECTION ACCOUNT OR
CONCENTRATION ACCOUNT WITH RESPECT TO FB RECEIVABLES ON AND AFTER THE EFFECTIVE
DATE SHALL BE DEEMED "UNRELATED AMOUNTS". BORROWER SHALL IDENTIFY TO
ADMINISTRATIVE AGENT SUCH UNRELATED AMOUNTS WITHIN ONE BUSINESS DAY OF DEPOSIT
THEREIN, AND ADMINISTRATIVE AGENT AGREES THAT UPON SUCH NOTICE ADMINISTRATIVE
AGENT SHALL (I) UNTIL THE 90TH DAY AFTER THE EFFECTIVE DATE, REMIT SUCH AMOUNTS
TO THE FB PURCHASER AS DIRECTED BY SERVICER AND (II) AFTER THE 90TH DAY AFTER
THE EFFECTIVE DATE, ADDRESS SUCH UNRELATED AMOUNTS AS OTHERWISE PROVIDED IN THE
RELATED DOCUMENTS.
(D)
NO LATER THAN 5:00 P.M. (NEW YORK TIME) ON EACH TUESDAY, BORROWER
SHALL DELIVER A REPORT IDENTIFYING ANY COLLECTIONS RECEIVED BY BORROWER,
WEBCRAFT, ANY OTHER ORIGINATOR OR SERVICER FROM FB RECEIVABLES DURING THE
PREVIOUS CALENDAR WEEK (INCLUDING A TOTAL OF SUCH AMOUNTS IDENTIFIED PURSUANT TO
CLAUSE (C) ABOVE), PREPARED AS OF THE LAST DAY OF SUCH WEEK.
(E)
ON EACH SETTLEMENT DATE UNTIL THE 90TH DAY AFTER THE CLOSING DATE,
BORROWER SHALL PROVIDE (OR CAUSE SERVICER TO SO PROVIDE) A WRITTEN REPORT TO
ADMINISTRATIVE AGENT CERTIFYING THAT NO COLLECTIONS FROM FB RECEIVABLES HAVE
BEEN REMITTED TO THE AGENT ACCOUNT ABOUT WHICH ADMINISTRATIVE AGENT HAS NOT BEEN
ADVISED.
(F)
BORROWER AGREES THAT IT WILL, ON OR BEFORE THE CLOSE OF BUSINESS
ON THE FIFTH BUSINESS DAY AFTER THE "CLOSING DATE" (AS DEFINED IN THE FB
PURCHASE AGREEMENT), CAUSE SERVICER TO SEND WRITTEN NOTICE TO EACH OBLIGOR OF FB
RECEIVABLES TO REMIT PAYMENT TO A DEPOSIT ACCOUNT OTHER THAN A COLLECTION
ACCOUNT OR CONCENTRATION ACCOUNT (AND A LOCKBOX OTHER THAN A LOCKBOX) AND A
PERSON OTHER THAN BORROWER, SERVICER AND WEBCRAFT. SHOULD NOTWITHSTANDING SUCH
INSTRUCTIONS ANY COLLECTIONS FROM FB RECEIVABLES BE REMITTED TO SERVICER,
WEBCRAFT, BORROWER, ANY ORIGINATOR, ANY COLLECTION ACCOUNT, CONCENTRATION
ACCOUNT OR LOCKBOX, BORROWER SHALL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE FB