ENFORCEMENT HEREOF MAY BE SUBJECT TO THE EFFECT OF ANY
3
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally or to general principles of equity.
4.3.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS CONSENT AND
AMENDMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY
BORROWERS AND EACH CREDIT PARTY DOES NOT, AND WILL NOT, CONTRAVENE OR CONFLICT
WITH ANY PROVISION OF (I) LAW, (II) ANY JUDGMENT, DECREE OR ORDER, OR (III) THE
CERTIFICATE OR ARTICLES OF INCORPORATION OR BY-LAWS OR OTHER CONSTITUENT
DOCUMENTS OF ANY BORROWER OR ANY CREDIT PARTY, AND DOES NOT, AND WILL NOT,
CONTRAVENE OR CONFLICT WITH, OR CAUSE ANY LIEN TO ARISE UNDER, ANY PROVISION OF
ANY INDENTURE, AGREEMENT, MORTGAGE, LEASE, INSTRUMENT OR OTHER DOCUMENT,
INCLUDING, WITHOUT LIMITATION, THE FEBRUARY 2003 SENIOR SUBORDINATED DEBT
DOCUMENTS, THE 2002 SENIOR DEBT DOCUMENTS, THE 2003 SENIOR SECURED DEBT
DOCUMENTS OR THE MEZZANINE DEBT DOCUMENTS, BINDING UPON OR OTHERWISE AFFECTING
ANY BORROWER OR ANY CREDIT PARTY OR ANY PROPERTY OF ANY BORROWER OR ANY CREDIT
PARTY.
4.4.
NO DEFAULT OR EVENT OF DEFAULT EXISTS UNDER THE CREDIT AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR WILL EXIST AFTER OR BE TRIGGERED BY THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS CONSENT AND AMENDMENT OR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE STOCK PURCHASE AGREEMENT.
IN
ADDITION, EACH BORROWER AND EACH OTHER CREDIT PARTY HEREBY REPRESENTS, WARRANTS
AND REAFFIRMS THAT THE CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS
REMAINS IN FULL FORCE AND EFFECT.
5.
COVENANTS.
ASIDE FROM (V) THE AGREEMENTS TO PROVIDE
INDEMNIFICATION/WARRANTIES WHICH ARE SET FORTH IN THE STOCK PURCHASE AGREEMENT,
UNDER WHICH THE MAXIMUM AGGREGATE EXPOSURE IS £300,000, (W) THE AGREEMENT SET
FORTH IN CLAUSE 21.2 OF THE STOCK PURCHASE AGREEMENT BY WEBCRAFT, LLC PURSUANT
TO WHICH THE CREDIT PARTIES (OTHER THAN THE DEPARTING ENTITIES) HAVE AGREED TO
BE RESPONSIBLE FOR ANY LIABILITIES RELATING TO AN EMPLOYEE, MR. ADRIAAN ROOSEN,
(X) A GUARANTY PROVIDED TO READER'S DIGEST IN RELATION TO POTENTIAL EMPLOYEE
LIABILITIES REGARDING THE SWINDON WORKFORCE, UNDER WHICH THE MAXIMUM AGGREGATE
EXPOSURE IS £250,000, (Y) A GUARANTY IN FAVOR OF CAPITAL ONE, A CUSTOMER OF THE
DEPARTING ENTITIES, UNDER WHICH THE AGGREGATE MAXIMUM EXPOSURE IS £2,000,000,
AND (Z) OTHER CLAIMS, OBLIGATIONS, LIABILITIES AND EXPOSURES IN AN AGGREGATE
AMOUNT NOT TO EXCEED £5,000,000, EACH BORROWER AND EACH OTHER CREDIT PARTY
EXECUTING THIS CONSENT AND AMENDMENT JOINTLY AND SEVERALLY AGREES AS TO ALL
CREDIT PARTIES THAT FROM AND AFTER THE DATE HEREOF, THE CREDIT PARTIES SHALL NOT
AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES DIRECTLY OR INDIRECTLY TO
CREATE, INCUR, ASSUME OR OTHERWISE BECOME OR REMAIN DIRECTLY OR INDIRECTLY
LIABLE WITH RESPECT TO ANY GUARANTY, CREDIT SUPPORT, INDEMNITY OR OTHER SIMILAR
ARRANGEMENT, BY VERTIS OR DIGITAL LIMITED, OR BY ANY OF THEIR DIRECT OR INDIRECT
SUBSIDIARIES (ASIDE FROM THE DEPARTING ENTITIES) IN FAVOR OF ANY DEPARTING
ENTITY, THE BUYER OR ANY EMPLOYEE, CUSTOMER OR CREDITOR RELATING TO ANY
DEPARTING ENTITY OR THE BUYER.
6.
CONDITIONS PRECEDENT TO EFFECTIVENESS.
THE