STOCK PLEDGE AGREEMENT (U.S.)
STOCK PLEDGE AGREEMENT, dated as of March 24, 1998, made by UNIDIGITAL
INC., a Delaware corporation (the "Borrower"), in favor of CANADIAN IMPERIAL
BANK OF COMMERCE, as administrative agent (in such capacity, the "Administrative
Agent") for the lenders (the "Lenders") parties to the Credit Agreement referred
to below.
RECITALS
Pursuant to the Credit Agreement, dated as of March 24, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the Lenders, the Issuing Lender and the
Administrative Agent, the Lenders have severally agreed to make loans to and the
Issuing Lender has agreed to issue letters of credit for the account of the
Borrower upon the terms and subject to the conditions set forth therein, such
loans to be evidenced by the Notes issued by the Borrower thereunder. It is a
condition precedent to the obligation of the Lenders to make their respective
loans to the Borrower, and of the Issuing Lender to issue its letters of credit,
under the Credit Agreement that the Borrower shall have executed and delivered
this Pledge Agreement to the Administrative Agent for the ratable benefit of the
Lenders and the Issuing Lender.
NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective loans to the Borrower, and the
Issuing Lender to issue its letters of credit, under the Credit Agreement, the
Borrower hereby agrees with the Administrative Agent, for the ratable benefit of
the Lenders, as follows:
1. Defined Terms. (a) Unless otherwise defined herein, terms which
are defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.
(b) The following terms shall have the following meanings:
"Additional Pledged Stock" shall have the meaning provided
in any supplement to this Pledge Agreement delivered pursuant to Section 5(e)
hereof.
"Code" means the Uniform Commercial Code from time to time
in effect in the State of New York.
"Collateral" means the Pledged Stock and all Proceeds.
"Collateral Account" means any account established to hold
money Proceeds, maintained under the sole dominion and control of the
Administrative Agent, subject to withdrawal by the Administrative Agent for the
account of the Lenders only as provided in Section 8 of this Pledge Agreement.
"Hedge Agreement": as to any Person, any swap, cap, collar
or similar arrangement entered into by such Person providing for protection
against fluctuations in interest rates or currency exchange rates or the
exchange of nominal interest obligations, either generally or under specific
contingencies.
"Issuer" means each of the corporations identified on
Schedule I as an issuer of Pledged Stock.
"Pledge Agreement" means this Stock Pledge Agreement, as
amended, supplemented or otherwise modified from time to time.
"Pledged Stock" means the shares of capital stock listed on
Schedule I hereto, together with all stock certificates, options or rights of
any nature whatsoever which may be issued or granted by any of the Issuers to
the Borrower in respect of the Pledged Stock while this Pledge Agreement is in
effect, together with any Additional Pledged Stock at any time pledged pursuant
to Section 5(e).
"Proceeds" means all "proceeds" as such term is defined in
Section 9-306(1) of the Uniform Commercial Code in effect in the State of New
York on the date hereof and, in any event, shall include, without limitation,
all dividends or other income from the Pledged Stock, collections thereon or
distributions with respect thereto.
"Secured Obligations" is the collective reference to (a) the
Obligations, and (b) all obligations and liabilities of the Borrower to the
Administrative Agent and the Lenders, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of or in connection with any Hedge Agreement entered into
by the Borrower with any Lender and any other document made, delivered or given
in connection therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to the Administrative
Agent or to the Lenders that are required to be paid by the Borrower pursuant to
the terms of such Hedge Agreement or other documents) or otherwise.
"Securities Act" means the Securities Act of 1933, as
amended.
(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Pledge Agreement shall refer to this Pledge
Agreement as a whole and not to any particular provision of this Pledge
Agreement, and Section, Schedule. Annex, and Exhibit references are to this
Pledge Agreement unless otherwise specified. The meanings
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given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms.
2. Pledge; Grant of Security Interest. The Borrower hereby delivers to
the Administrative Agent all the Pledged Stock and hereby grants to the
Administrative Agent, for the ratable benefit of the Lenders, a first security
interest in the Collateral, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Secured Obligations.
3. Stock Powers. Concurrently with the delivery to the Administrative
Agent of each certificate representing one or more shares of the Pledged Stock,
the Borrower shall deliver an undated stock power covering such certificate,
duly executed in blank with, if the Administrative Agent so requests, signature
guaranteed.
4. Representations and Warranties. The Borrower represents and
warrants that:
(a) the shares of Pledged Stock listed on Schedule I constitute all
the issued and outstanding shares of all classes of the Capital Stock of
the Issuers which are not Foreign Subsidiaries and 66 2/3% of the Capital
Stock of the Issuers which are Foreign Subsidiaries and are represented by
the certificates listed thereon;
(b) all the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable;
(c) the Borrower is the record and beneficial owner of, and has title
to, the Pledged Stock, free of any and all Liens or options in favor of, or
claims of, any other Person, except the Lien created by this Pledge
Agreement; and
(d) upon delivery to the Administrative Agent of the stock
certificates evidencing the Pledged Stock (and assuming the continuing
possession by Administrative Agent of such stock certificate in accordance
with the requirements of applicable law), the Lien granted pursuant to this
Pledge Agreement will constitute a valid, perfected first priority Lien on
the Collateral in favor of the Administrative Agent, for the ratable
benefit of the Lenders and the Issuing Lender, enforceable as such against
all creditors of the Borrower and any Persons purporting to purchase any
Collateral from the Borrower.
5. Covenants. The Borrower covenants and agrees with the
Administrative Agent that, from and after the date of this Pledge Agreement
until the Secured Obligations are paid in full and the Commitments have been
terminated:
(a) If the Borrower shall, as a result of its ownership of the Pledged
Stock, become entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a stock
dividend or a distribution in connection with any reclassification,
increase or reduction of capital or any certificate issued in
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connection with any reorganization), option or rights, whether in addition
to, in substitution for, as a conversion of, or in exchange for any shares
of the Pledged Stock, or otherwise in respect thereof, the Borrower shall
accept the same as the Administrative Agent's and the Lenders'
Administrative Agent, hold the same in trust for the Administrative Agent
and the Lenders and deliver the same forthwith to the Administrative Agent
in the exact form received, duly indorsed by the Borrower to the
Administrative Agent, if required, together with an undated stock power
covering such certificate duly executed in blank and with, if the
Administrative Agent so requests, signature guaranteed, to be held by the
Administrative Agent, for the ratable benefit of the Lenders, subject to
the terms hereof as additional collateral security for the Secured
Obligations. Any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of any of the Issuers shall be paid over to the
Administrative Agent to be held by it hereunder for the ratable benefit of
the Lenders as additional collateral security for the Secured Obligations,
and in case any distribution of capital shall be made on or in respect of
the Pledged Stock or any property shall be distributed upon or with respect
to the Pledged Stock pursuant to the recapitalization or reclassification
of the capital of any of the Issuers or pursuant to the reorganization
thereof, the property so distributed shall be delivered to the
Administrative Agent to be held by it for the ratable benefit of the
Lenders and the Issuer, subject to the terms hereof, as additional
collateral security for the Secured Obligations. If any sums of money or
property so paid or distributed in respect of the Pledged Stock shall be
received by the Borrower, the Borrower shall, until such money or property
is paid or delivered to the Administrative Agent, hold such money or
property in trust for the Administrative Agent and the Lenders segregated
from other funds of the Borrower, as additional collateral security for the
Secured Obligations.
(b) Without the prior written consent of the Administrative Agent, the
Borrower will not (i) vote to enable, or take any other action to permit,
any of the Issuers to issue any stock or other equity securities of any
nature or to issue any other securities convertible into or granting the
right to purchase or exchange for any stock or other equity securities of
any of the Issuers, or (ii) sell, assign, transfer, exchange or otherwise
dispose of, or grant any option with respect to, the Collateral, or (iii)
create, incur or permit to exist any Lien or option in favor of, or any
claim of any Person with respect to, any of the Collateral, or any interest
therein, except for the Lien provided for by this Pledge Agreement, or (iv)
enter into any agreement or undertaking restricting the right or ability of
the Borrower or the Administrative Agent to sell, assign or transfer any of
the Collateral.
(c) The Borrower shall maintain the security interest created by this
Pledge Agreement as a first, perfected security interest and shall defend
such security interest against the claims and demands of all Persons
whomsoever. At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of the Borrower, the
Borrower will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the
Administrative Agent may reasonably request for the purposes of obtaining
or preserving the full benefits of
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this Pledge Agreement and of the rights and powers herein granted. If any
amount payable under or in connection with any of the Collateral shall be
or become evidenced by any promissory note, other instrument or chattel
paper, such note, instrument or chattel paper shall be immediately
delivered to the Administrative Agent, duly endorsed in a manner
satisfactory to the Administrative Agent, to be held as Collateral pursuant
to this Pledge Agreement.
(d) The Borrower agrees to pay, and to save the Administrative Agent,
the Lenders and the Issuing Lender harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or in connection with any of
the transactions contemplated by this Pledge Agreement.
(e) Pursuant to Section 9.9 of the Credit Agreement, if the
Borrower shall at any time acquire any shares of Capital Stock of any
Subsidiary which is not an Issuer hereunder, the Borrower shall (i)
immediately deliver such shares of Capital Stock, and all stock
certificates evidencing the same, to the Administrative Agent to be
held as additional collateral security for the Secured Obligations
hereunder, (ii) promptly deliver to the Administrative Agent a
supplement to this Pledge Agreement, substantially in the form of
Exhibit A to this Pledge Agreement, duly completed, adding such shares
of Capital Stock to Schedule I hereto, and (iii) promptly cause such
Subsidiary to execute and deliver an acknowledgment and consent
substantially in the form appended as Annex I to Exhibit A to this
Pledge Agreement.
6. Cash Dividends; Voting Rights. Unless an Event of Default shall
have occurred and be continuing and the Administrative Agent shall have given
notice to the Borrower of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 7 below, the Borrower shall be
permitted to receive all cash dividends paid in the normal course of business of
the Issuers and consistent with past practice, to the extent permitted in the
Credit Agreement, in respect of the Pledged Stock and to exercise all voting and
corporate rights with respect to the Pledged Stock; provided, however, that no
vote shall be cast or corporate right exercised or other action taken which
would impair the Collateral or which would be inconsistent with or result in any
violation of any provision of the Credit Agreement, the Notes, this Pledge
Agreement or the other Loan Documents.
7. Rights of the Administrative Agent. (a) All money Proceeds received
by the Administrative Agent hereunder shall be held by the Administrative Agent
for the benefit of the Lenders and the Issuing Lender in a Collateral Account.
All Proceeds while held by the Administrative Agent in a Collateral Account (or
by the Borrower in trust for the Administrative Agent and the Lenders and the
Issuing Lender) shall continue to be held as collateral security for all the
Secured Obligations and shall not constitute payment thereof until applied as
provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the Borrower: (i) the
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Administrative Agent shall have the right to receive any and all cash dividends
paid in respect of the Pledged Stock and make application thereof to the Secured
Obligations in such order as it may determine, and (ii) at the request of the
Administrative Agent, all shares of the Pledged Stock shall be registered in the
name of the Administrative Agent or its nominee, and the Administrative Agent or
its nominee may thereafter exercise (A) all voting, corporate and other rights
pertaining to such shares of the Pledged Stock at any meeting of shareholders of
any of the Issuers or otherwise and (B) any and all rights of conversion,
exchange, subscription and any other rights, privileges or options pertaining to
such shares of the Pledged Stock as if it were the absolute owner thereof
(including, without limitation, the right to exchange at its discretion any and
all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any
of the Issuers, or upon the exercise by the Borrower or the Administrative Agent
of any right, privilege or option pertaining to such shares of the Pledged
Stock, and in connection therewith, the right to deposit and deliver any and all
of the Pledged Stock with any committee, depository, transfer Administrative
Agent, registrar or other designated agency upon such terms and conditions as it
may determine), all without liability except to account for property actually
received by it, but the Administrative Agent shall have no duty to exercise any
such right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing.
(c) The rights of the Administrative Agent hereunder shall not be
conditioned or contingent upon the pursuit by the Administrative Agent of any
right or remedy against any of the Issuers or against any other Person which may
be or become liable in respect of all or any part of the Obligations or against
any other collateral security therefor, guarantee thereof or right of offset
with respect thereto. The Administrative Agent shall not be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall it be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Borrower or any
other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
8. Remedies. (a) If an Event of Default shall have occurred and be
continuing, at any time at the Administrative Agent's election, the
Administrative Agent may apply all or any part of the Proceeds held in any
Collateral Account in payment of the Secured Obligations in such order as the
Administrative Agent may elect.
(b) If an Event of Default shall occur and be continuing, the
Administrative Agent may exercise, in addition to all other rights and remedies
granted in this Pledge Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of
a secured party under the Code. Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Borrower, the Issuers
or any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the
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foregoing), in one or more parcels at public or private sale or sales, in the
over-the-counter market, at any exchange, broker's board or office of the
Administrative Agent or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Administrative Agent,
any Lender or the Issuing Lender shall have the right upon any such public sale
or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Borrower, which right or equity is hereby
waived or released. The Administrative Agent shall apply any Proceeds from time
to time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Administrative Agent and the Lenders hereunder, including,
without limitation, reasonable attorneys' fees and disbursements, to the payment
in whole or in part of the Secured Obligations, in such order as the
Administrative Agent may elect, and only after such application and after the
payment by the Administrative Agent of any other amount required by any
provision of law, including, without limitation, Section 9-504(1)(c) of the
Code, need the Administrative Agent account for the surplus, if any, to the
Borrower. To the extent permitted by applicable law, the Borrower waives all
claims, damages and demands it may acquire against the Administrative Agent, any
Lender or the Issuing Lender arising out of the exercise by the Administrative
Agent of any of its rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition. The Borrower shall remain liable for any deficiency if the proceeds
of any sale or other disposition of Collateral are insufficient to pay the
Secured Obligations and the fees and disbursements of any attorneys employed by
the Administrative Agent, any Lender or the Issuing Lender to collect such
deficiency.
9. Registration Rights; Private Sales.
(a) The Borrower recognizes that the Administrative Agent may be
unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. The
Borrower acknowledges and agrees that any such private sale may result in prices
and other terms less favorable to the Administrative Agent than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner. The Administrative Agent shall be under no obligation to delay a sale of
any of the Pledged Stock for the period of time necessary to permit the Issuers
to register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if the Issuers would agree to do so.
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(b) The Borrower further agrees to use its reasonable efforts to do or
cause to be done all such other acts as may be necessary to make any sale or
sales of all or any portion of the Pledged Stock pursuant to this Pledge
Agreement valid and binding and in compliance with any and all other applicable
Requirements of Law. The Borrower further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Administrative Agent, the Lenders and the Issuing Lender, that the
Administrative Agent, the Lenders and the Issuing Lender have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section shall be specifically enforceable against the
Borrower, and the Borrower hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Credit Agreement.
10. Irrevocable Authorization and Instruction to Issuers. The Borrower
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Administrative Agent in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from the
Borrower, and the Borrower agrees that each Issuer shall be fully protected in
so complying.
11. Administrative Agent's Appointment as Attorney-in-Fact. (a) The
Borrower hereby irrevocably constitutes and appoints the Administrative Agent
and any officer of the Administrative Agent, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority
in the place and stead of the Borrower and in the name of the Borrower or in the
Administrative Agent's own name, from time to time in the Administrative Agent's
discretion, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Pledge Agreement, including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.
(b) The Borrower hereby ratifies all that said attorneys shall
lawfully do or cause to be done pursuant to the power of attorney granted in
Section 11(a). All powers, authorizations and agencies contained in this Pledge
Agreement are coupled with an interest and are irrevocable until this Pledge
Agreement is terminated and the security interest created hereby are released.
12. Limitation on Duties Regarding Collateral. The Administrative
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar securities and property for its own
account, except that the Administrative Agent shall have no obligation to invest
funds held in any Collateral Account and may hold the same as demand deposits.
None of the Administrative Agent, any Lender, the Issuing Lender or any of their
respective directors, officers, employees or Administrative Agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or
for any delay in doing so or shall be under any obligation
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to sell or otherwise dispose of any Collateral upon the request of the Borrower
or any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof.
13. Execution of Financing Statements. Pursuant to Section 9-402 of
the Code, the Borrower hereby authorizes the Administrative Agent to file
financing statements with respect to the Collateral without the signature of the
Borrower in such form and in such filing offices as the Administrative Agent
reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Pledge Agreement. A carbon, photographic or
other reproduction of this Pledge Agreement shall be sufficient as a financing
statement for filing in any jurisdiction.
14. Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest.
15. Notices. Notices, requests and demands to or upon the
Administrative Agent or the Borrower hereunder shall be effected in the manner
set forth in Section 13.2 of the Credit Agreement.
16. Authority of Administrative Agent. The Borrower acknowledges that
the rights and responsibilities of the Administrative Agent under this Pledge
Agreement with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Pledge Agreement shall, as between the Administrative Agent
and the Lenders and the Issuing Lender, be governed by the Credit Agreement and
by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Administrative Agent and the Borrower, the
Administrative Agent shall be conclusively presumed to be acting as
Administrative Agent for the Lenders and the Issuing Lender with full and valid
authority so to act or refrain from acting, and neither the Borrower nor any
Issuer shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.
17. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
18. Paragraph Headings. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
19. No Waiver; Cumulative Remedies. The Administrative Agent, any
Lender or the Issuing Lender shall not by any act (except by a written
instrument pursuant to Section 20 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
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exercising, on the part of the Administrative Agent, any Lender or the Issuing
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent,
any Lender or the Issuing Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent, any Lender or the Issuing Lender would otherwise have on
any future occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.
20. Waivers and Amendments; Successors and Assigns; Governing Law.
None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Borrower, and the Administrative Agent, provided that any provision of this
Pledge Agreement may be waived by the Administrative Agent in a letter or
agreement executed by the Administrative Agent or by telex or facsimile
transmission from the Administrative Agent. This Pledge Agreement shall be
binding upon the successors and assigns of the Borrower and shall inure to the
benefit of the Administrative Agent, the Lenders and the Issuing Lender and
their respective successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
[SIGNATURE PAGE FOLLOWS]
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Borrower Pledge Agreement
IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement
to be duly executed and delivered as of the date first above written.
UNIDIGITAL INC.
By:/s/ William E. Dye
-------------------------------
Name:William E. Dye
Title:Chief Executive Officer
Borrower Pledge Agreement
ACKNOWLEDGMENT AND CONSENT
The undersigned, the Issuers referred to in the foregoing Pledge
Agreement, hereby acknowledge receipt of a copy thereof and agree to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The undersigned agree to notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5(a) of the Pledge Agreement. The undersigned further agree that the terms of
Section 9(c) of the Pledge Agreement shall apply to them, mutatis mutandis, with
respect to all actions that may be required of them under or pursuant to or
arising out of Section 9 of the Pledge Agreement.
UNIDIGITAL INC.
By:/s/ William E. Dye
-------------------------------
Name:William E. Dye
Title:Chief Executive Officer
UNIDIGITAL ELEMENTS (SF), INC.
By:/s/ William E. Dye
-------------------------------
Name:William E. Dye
Title:Chief Executive Officer
UNISON (NY), INC.
By:/s/ William E. Dye
-------------------------------
Name:William E. Dye
Title:Chief Executive Officer
UNISON (MA), INC.
By:/s/ William E. Dye
-------------------------------
Name:William E. Dye
Title:Chief Executive Officer
Borrower Pledge Agreement
SCHEDULE I to
Pledge Agreement
DESCRIPTION OF PLEDGED STOCK
Stock
Name of Class of Certificate No. of
Issuer Stock No. Shares
- ------ -------- ----------- ------
Unidigital Elements (NY), Inc. Common 1 20
Unidigital Elements (SF), Inc. Common 1 3
Unison (NY), Inc. Common 1 100
Unison (MA), Inc. Common 1 100
Borrower Pledge Agreement
EXHIBIT A to
Stock Pledge Agreement
STOCK PLEDGE AGREEMENT SUPPLEMENT
STOCK PLEDGE AGREEMENT SUPPLEMENT, dated as of March 24 1998 (this
"Supplement"), made by UNIDIGITAL INC., a Delaware corporation (the "Borrower"),
in favor of CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent (in such
capacity, the "Administrative Agent") under the Credit Agreement (as defined in
the Pledge Agreement referred to below) for the benefit of the Lenders (as so
defined).
1. Reference is hereby made to that certain Stock Pledge Agreement,
dated as of March 24, 1998, made by the Borrower in favor of the Administrative
Agent (as amended, supplemented or otherwise modified as of the date hereof, the
"Pledge Agreement"). Terms defined in the Pledge Agreement are used herein as
therein defined.
2. The Borrower hereby confirms and reaffirms the security interest in
the Collateral granted to the Administrative Agent for the benefit of the
Lenders and the Issuing Lender under the Pledge Agreement, and, as additional
collateral security for the prompt and complete payment when due (whether at
stated maturity, by acceleration or otherwise) of the Secured Obligations and in
order to induce the Lenders to make their Loans and the Issuing Lender to issue
Letters of Credit under the Credit Agreement and the other Loan Documents, the
Borrower hereby delivers to the Administrative Agent, for the ratable benefit of
the Lenders and the Issuing Lender, all of the shares of Capital Stock of
[INSERT NAME OF NEW ISSUER], a corporation (the "New Issuer") listed in
Schedule I hereto, together with all stock certificates, options, or rights of
any nature whatsoever which may be issued or granted by the New Issuer in
respect of such Capital Stock while the Pledge Agreement, as supplemented
hereby, is in force (the "Additional Pledged Stock") and hereby grants to the
Administrative Agent, for the ratable benefit of the Lenders [and the Issuing
Lender] a first security interest in the Additional Pledged Stock and all
Proceeds thereof. From and after the date of this Supplement, as used in the
Pledge Agreement as supplemented by this Supplement and for all purposes of the
Pledge Agreement as so supplemented, "Pledged Stock" shall be deemed to include
the Additional Pledged Stock and "Issuers" shall be deemed to include the New
Issuer.
3. The Borrower hereby represents and warrants that the
representations and warranties contained in Section 4 of the Pledge Agreement
are true and correct on the date of this Supplement with references therein to
the "Pledged Stock" to include the Additional Pledged Stock, with references to
the "Issuers" therein to include the New Issuer, and with references to the
Pledge Agreement to mean the Pledge Agreement as supplemented hereby.
4. This Supplement is supplemental to the Pledge Agreement, forms a
part thereof and is subject to the terms thereof. From and after the date of
this Supplement,
Borrower Pledge Agreement
Schedule I to the Pledge Agreement shall be deemed to include each item listed
on Schedule I to this Supplement. This Supplement shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed and delivered as of the date first above written.
UNIDIGITAL INC.
By:
-------------------------------
Name:
Title:
Borrower Pledge Agreement
SCHEDULE I to
Supplement
DESCRIPTION OF ADDITIONAL PLEDGED STOCK
Stock
Name of Class of Certificate No. of
Issuer Stock No. Shares
- ------ -------- ----------- ------
Borrower Pledge Agreement
ANNEX I to Supplement
ACKNOWLEDGMENT AND CONSENT
The undersigned, the New Issuer referred to in the foregoing
Supplement to Stock Pledge Agreement, hereby acknowledges receipt of a copy
thereof and of the Pledge Agreement referred to therein and agrees to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The undersigned agrees to notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5(a) of the Pledge Agreement. The undersigned further agrees that the terms of
Section 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with
respect to all actions that may be required of it under or pursuant to or
arising out of Section 9 of the Pledge Agreement.
[NAME OF NEW ISSUER]
By:
--------------------------
Name:
Title: