AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of October 30, 1998 (this "Amendment"), to the
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Credit Agreement, dated as of March 24, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Credit Agreement"), among
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UNIDIGITAL INC., a Delaware corporation (the "Borrower"), the various lenders
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from time to time a party thereto (the "Lenders"), CANADIAN IMPERIAL BANK OF
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COMMERCE, as administrative agent (in such capacity, the "Administrative Agent")
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for the Lenders and CANADIAN IMPERIAL BANK OF COMMERCE (in such capacity, the
"Issuing Lender.").
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RECITALS
The Borrower has advised the Administrative Agent and the Lenders that it
will acquire (the "Zazula Acquisition") all of the assets and liabilities of Hy
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Zazula Associates, Inc., a New York corporation ("Zazula") by means of the
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merger (the "Zazula Merger") of Zazula with and into Unison (NY), Inc., a
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Delaware corporation ("Unison (NY)") pursuant to the Agreement and Plan of
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Merger, dated as of October 30, 1998 (the "Zazula Acquisition Agreement"), among
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the Borrower, Unison (NY), Zazula, and Hyman Zazula, Steven Zazula, David Zazula
and Gary Feigenbaum, the holders of all the issued and outstanding capital stock
of Zazula (collectively, the "Stockholders"). The Borrower has further advised
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the Administrative Agent that it intends to use borrowings under the Revolving
Credit Commitments (as increased hereby) to finance the Zazula Acquisition and
the payment of fees and expenses incurred in connection therewith. In connection
with the Zazula Acquisition and the borrowings referenced above, the Borrower
has requested the Administrative Agent and the Lenders to agree to amend certain
provisions of the Credit Agreement as set forth in this Amendment. The
Administrative Agent and the Lenders parties hereto are willing to agree to such
amendments, but only on the terms and subject to the conditions set forth in
this Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Administrative Agent and the Lenders parties
hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
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Credit Agreement are used herein as therein defined including, in Section 3, as
defined in the Credit Agreement as amended by this Amendment.
2. Amendments.
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(a) Section 1.1 of the Credit Agreement is hereby amended by adding the
following new definitions thereto in the appropriate alphabetical order:
"Amendment No. 2": Amendment No. 2, dated as of October 30, 1998, to
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the Credit Agreement.
"Mega Art Acquisition": as defined in the Waiver, dated as of
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September 1, 1998.
"Stockholders": as defined in the Zazula Acquisition Agreement.
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"Supplemental Closing Date": the date on which the conditions
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precedent to the effectiveness of Amendment No. 2 set forth in Section 3 of
Amendment No. 2 shall have been satisfied.
"Supplemental Revolving Credit Note Endorsement": with respect to the
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Revolving Credit Note of each Lender, the promissory note endorsement made
by the Borrower, substantially in the form of Exhibit A to Amendment No. 2,
modifying the Revolving Credit Note of such Lender (as in effect prior to
the Supplemental Closing Date) to take account of the Revolving Credit
Commitment of such Lender as such Revolving Credit Commitment is modified
pursuant to Amendment No. 2.
"Zazula": Hy Zazula Associates, Inc., a New York corporation.
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"Zazula Acquisition": the acquisition by Unison (NY), Inc., a Delaware
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corporation and wholly owned subsidiary of the Borrower ("Unison (NY)"), of
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all of the assets and liabilities of Zazula pursuant to the Zazula
Acquisition Documents by means of the Merger (as defined in the Zazula
Acquisition Agreement) of Zazula with and into Unison (NY), with Unison
(NY) being the surviving entity in such Merger.
"Zazula Acquisition Agreement": the Agreement and Plan of Merger,
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dated as of October 30, 1998, among the Borrower, Unison (NY), Zazula and
the Stockholders.
"Zazula Acquisition Documents": collectively, the Zazula Acquisition
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Agreement, the other documents listed in Schedule 1.2 to Amendment No. 2
and any other documents executed in connection with the Zazula Acquisition.
(b) Section 1.1 of the Credit Agreement is hereby amended by amending the
following definitions in their entirety to read as follows:
"Consolidated EBITDA": for any period, the sum, for the Borrower and
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its Subsidiaries (determined on a consolidated basis without duplication in
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accordance with GAAP), for such period of (a) Consolidated Net Income for
such period, (b) the sum of provisions for such period for income taxes,
interest expense, and depreciation and amortization expense used in
determining such Consolidated Net Income, (c) amounts deducted in such
period in respect of non-cash expenses in accordance with GAAP, (d)
non-capitalized transaction costs deducted in such period in connection
with the Kwik Acquisition, the Mega Art Acquisition, the Zazula Acquisition
and any Permitted Acquisitions and the financings relating thereto, (e) the
amount of any aggregate net loss (or minus the amount of any gain) during
such period arising from the sale, exchange or other disposition of capital
assets, (f) non-cash expenses deducted in such period in connection with
any earn-out agreements, stock appreciation rights, "phantom" stock plans,
employment agreements, non-competition agreements, subscription and
stockholders agreements and other incentive and bonus plans and similar
arrangements made in connection with acquisitions of Persons or businesses
by the Borrower or its Subsidiaries or the retention of executives,
officers or employees by the Borrower or its Subsidiaries, including (but
without duplication) any Person that has become a Subsidiary during such
specified period, on a pro forma basis as if such acquisition had occurred
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on the first day of such period plus other non-recurring, non-operating
expenses as shall have been approved by the Administrative Agent as
exclusions from the determination of Consolidated EBITDA; provided, that
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Consolidated EBITDA shall in any event exclude, from and after the Closing
Date, (x) the effect of any write-up of the assets of Kwik, Mega Art,
Zazula or any of its Subsidiaries or any other assets acquired in any
Permitted Acquisitions and (y) the amount of any non-cash income recognized
during any period for which Consolidated EBITDA is determined.
"Revolving Credit Commitment": as to any Lender, the obligation of
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such Lender to make Revolving Credit Loans to the Borrower pursuant to
Section 4.1 and/or to issue or participate in Letters of Credit issued on
behalf of the Borrower hereunder in an aggregate principal and/or face
amount at any one time outstanding not to exceed the amount set forth
opposite such Lender's name on Schedule 1.0 under the caption "Revolving
Credit Loan" or in an Assignment and Acceptance, as such amount may be
reduced from time to time in accordance with the provisions of this
Agreement. The original aggregate principal amount of the Revolving Credit
Commitment (after giving effect to Amendment No. 2) is $15,000,000.
(c) Section 4.2 of the Credit Agreement is hereby amended by deleting the
parenthetical phrase "(a "Revolving Credit Note")" and substituting in lieu
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thereof the phrase "(such promissory note, as the same may be supplemented from
time to time (including by a Supplemental Revolving Credit Note Endorsement), a
"Revolving Credit Note")".
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(d) Section 7.3 of the Credit Agreement is hereby amended by deleting the
first word of such section, "Each", and substituting in lieu thereof the phrase
"Except as set forth on Schedule 7.3, each".
(e) Section 7.18 (c) of the Credit Agreement is hereby amended by
inserting the words "except as set forth on Schedule 7.18", immediately
following the phrase; "and (c)".
(f) Section 7.21 of the Credit Agreement is hereby amended by deleting the
second sentence therein and substituting in lieu thereof the following new
sentence:
"The proceeds of the Revolving Credit Loans shall be used for the
following purposes: (i) to finance in part the Refinancing; (ii) for the
working capital requirements of the Borrower, and its subsidiaries, in the
ordinary course of business; (iii) to pay fees and expenses incurred in
connection herewith; and (iv) in an aggregate amount not to exceed
2,500,000, to finance the Zazula Acquisition and the fees and expenses
incurred in connection therewith."
(g) Section 9.11 of the Credit Agreement is hereby amended by deleting
such section in its entirety and substituting in lieu thereof a new Section 9.11
to read as follows:
"9.11. Filing of Mortgage. In the event that the Borrower or any of
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its Subsidiaries is the beneficial owner of the real property located at
545 West 45th Street, New York, New York as of December 31, 1998, the
Mortgage which has been executed and delivered to the Administrative Agent
pursuant to Section 8.1(a)(viii) of this Credit Agreement shall be filed in
the appropriate recording office, the Borrower shall cause to be provided
title insurance of the type called for by Section 9.12 hereof and a legal
opinion with respect to the Mortgage acceptable to the Administrative
Agent, and the Borrower shall pay all applicable recording taxes and other
fees and expenses in connection therewith."
(h) Section 9.13 of the Credit Agreement is hereby amended by deleting
such section in its entirety and substituting in lieu thereof a new Section 9.13
to read as follows:
"9.13. Execution of Leasehold Mortgages. On or before December 31,
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1998 and in accordance with Section 9.12, the Borrower shall cause
Leasehold Mortgages, substantially in the form of Exhibit G to be executed
for each of the four leases of real property at 28th Street, New York, New
York, as more fully described on Schedule 9.13."
(i) Section 10.2 of the Credit Agreement is hereby amended by inserting in
clause (f) thereof, immediately following the phrase "on the date hereof," the
phrase "or the Supplemental Closing Date".
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(j) Section 10.3 of the Credit Agreement is hereby amended by inserting in
clause (f) thereof, immediately following the phrase "on the date hereof," the
phrase "or the Supplemental Closing Date".
(k) Section 10.5 of the Credit Agreement is hereby amended by deleting
"and" from the end of clause (a) thereof, by deleting "." from the end of clause
(b) thereof and substituting in lieu thereof "; and," and by adding at the end
thereof the following new clause (c) to read in its entirety as follows:
"(c) the Zazula Acquisition, on the terms and subject to the
conditions set forth in the Zazula Acquisition Documents."
(l) Section 10.10 of the Credit Agreement is hereby amended by inserting
in clause (c) thereof immediately prior to the semicolon the phrase "and the
Zazula Acquisition."
(m) Section 10.11 of the Credit Agreement is hereby amended by inserting
in clause (c) thereof, immediately after the phrase "any Kwik Acquisition
Document," the phrase "any Zazula Acquisition Document,".
(n) Schedules 1.0, 7.2, 7.6, 7.15, 10.2, 10.3, 10.4 and 10.6, to the
Credit Agreement are hereby amended by deleting such Schedules in their entirety
and substituting in lieu thereof Schedules 1.0, 7.2, 7.6, 7.15, 10.2, 10.3, 10.4
and 10.6 to this Amendment, respectively.
(o) The Credit Agreement is hereby amended by adding thereto Schedules 7.3
and 7.18 to this Amendment as new Schedules to the Credit Agreement.
3. Effectiveness. The effectiveness of this Amendment, and the obligation
of the Lenders to make their Revolving Credit Loans under the Revolving Credit
Commitments as increased hereby (such Revolving Credit Loans, the "Supplemental
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Revolving Credit Loans"), is subject to the satisfaction of the following
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conditions precedent (the date of such satisfaction being herein referred to as
the "Supplemental Closing Date"):
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(a) Amendment Documents. The Administrative Agent shall have received:
(i) this Amendment, executed and delivered by a duly authorized
officer of the Borrower and each Subsidiary of the Borrower party to
the Subsidiaries Guarantee, with a counterpart for each Lender,
(ii) for the account of each Lender, the Revolving Credit
Commitment of which is to be increased pursuant to this Amendment, a
Supplemental Revolving Credit Note Endorsement of the Borrower
conforming to the requirements hereof and executed by a duly
authorized officer of the Borrower, and
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(iii) an Amendment to Security Agreement, substantially in the
form of Exhibit B to this Amendment, executed and delivered by a duly
authorized officer of Unison (NY), with a counterpart or a conformed
copy for each Lender.
Collectively, the documents referenced in clauses (i) through (iii) of
this Section 3(a) are referred to herein as the "Amendment Documents".
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(b) Zazula Acquisition Documents.
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(i) The Administrative Agent shall have received, with a copy
for each Lender, true and correct copies, certified as to authenticity
by the Borrower, of each Zazula Acquisition Document and such other
documents or instruments as may be reasonably requested by the
Administrative Agent, including, without limitation, a copy of any
debt instrument, security agreement or other material contract to
which Zazula or Unison (NY) may be a party.
(ii) The Administrative Agent shall have received a certificate
from a duly authorized officer of each of the Loan Parties party to
such Zazula Acquisition Documents and each of the Persons which are
sellers in the Zazula Acquisition, addressed to the Administrative
Agent and the Lenders, to the effect that none of the Zazula
Acquisition Documents as delivered to the Administrative Agent has
been amended, supplemented or otherwise modified except as approved by
the Administrative Agent, that each of the representations and
warranties set forth in such Acquisition Documents continue to be
true, complete and correct in all material respects as of the
Supplemental Closing Date as if made on and as of the Supplemental
Closing Date, that the Administrative Agent and the Lenders may rely
on such representations and warranties as if such representations and
warranties were made to the Administrative Agent and Lenders directly,
and that no default, breach or violation of any of the Zazula
Acquisition Documents has occurred and is continuing.
(c) Concurrent Transactions. The Zazula Acquisition shall have been
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or, concurrently with the making of the Supplemental Revolving Credit Loans
shall be, consummated in accordance with the terms of the Zazula
Acquisition Documents, for such total consideration (including fees) as set
forth in the Zazula Acquisition Documents, in each case without any
amendment, modification or waiver thereof except with the consent of the
Required Lenders, and the Administrative Agent shall have received evidence
satisfactory to it to that effect. The Administrative Agent shall have
received evidence satisfactory to it that the aggregate amount of fees and
expenses incurred by the Borrower and the other Loan Parties in connection
with the Zazula Acquisition shall not exceed $225,000.
(d) Secretary's Certificates. The Administrative Agent shall have
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received, with a counterpart for each Lender, a certificate, signed by the
secretary or an assistant
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secretary of each of the Borrower and Unison (NY), substantially in the
form of Exhibit M-1 or M-2 to the Credit Agreement, as applicable, with
appropriate insertions and attachments, satisfactory in form and substance
to the Administrative Agent.
(e) Proceedings of the Borrower. The Administrative Agent shall have
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received, with a counterpart for each Lender, a copy of the resolutions, in
form and substance satisfactory to the Administrative Agent, of the
Borrower authorizing (i) the execution, delivery and performance of this
Amendment and the other Amendment Documents to which it is a party, (ii)
the borrowings contemplated hereunder and thereunder, and under the Loan
Documents as amended thereby, and (iii) the granting by it of the Liens
created pursuant to the Security Agreements, certified by the Secretary or
an Assistant Secretary of the Borrower as of the Supplemental Closing Date,
which certificate shall be in form and substance satisfactory to the
Administrative Agent and shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded. Such resolutions may
be included as attachments to the Secretary's Certificate delivered by the
Borrower pursuant to Section 3(d) of this Amendment.
(f) Borrower Incumbency Certificate. The Administrative Agent shall
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have received, with a counterpart for each Lender, a certificate of the
Borrower, dated the Supplemental Closing Date, as to the incumbency and
signature of the officers of the Borrower executing this Amendment or the
other Amendment Documents to which the Borrower is a party, satisfactory in
form and substance to the Administrative Agent, executed by the President
or any Vice President and the Secretary or any Assistant Secretary of the
Borrower. Such incumbency certificate may be included in the Secretary's
Certificate delivered by the Borrower pursuant to Section 3(d) of this
Amendment.
(g) Proceedings of Unison (NY). The Administrative Agent shall have
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received, with a counterpart for each Lender, a copy of the resolutions, in
form and substance satisfactory to the Administrative Agent, of the Board
of Directors of Unison (NY) authorizing (i) the execution, delivery and
performance of the Amendment Documents to which it is or will become a
party pursuant to this Amendment, and (ii) the granting by it of the Liens
created pursuant to the Subsidiaries Security Agreement, certified by the
Secretary or an Assistant Secretary of Unison (NY) as of the Supplemental
Closing Date, which certificate shall be in form and substance satisfactory
to the Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded. Such
resolutions may be included as attachments to the Secretary's Certificate
delivered by Unison (NY) pursuant to Section 3(d) of this Amendment.
(h) Unison (NY) Incumbency Certificate. The Administrative Agent shall
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have received, with a counterpart for each Lender, a certificate of Unison
(NY), dated the Supplemental Closing Date, as to the incumbency and
signature of the officers of Unison (NY) executing the Amendment Documents
to which it is a party, satisfactory
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in form and substance to the Administrative Agent, executed by the
President or any Vice President and the Secretary or any Assistant
Secretary of Unison (NY). Such incumbency certificate may be included in
the Secretary's Certificate delivered by Unison (NY) pursuant to Section
3(d) of this Amendment.
(i) Governing Documents of the Borrower. The Administrative Agent
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shall have received, with a counterpart for each Lender, true and complete
copies of the certificate of incorporation, by-laws or other constituent
documents of the Borrower, certified as of the Supplemental Closing Date as
complete and correct copies thereof by the Secretary or an Assistant
Secretary of the Borrower. Such governing documents may be included as
attachments to the Secretary's Certificate delivered by the Borrower
pursuant to Section 3(d) of this Amendment.
(j) Governing Documents of Unison (NY). The Administrative Agent shall
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have received, with a counterpart for each Lender, true and complete copies
of the certificate of incorporation, by-laws or other constituent documents
of Unison (NY), certified as of the Supplemental Closing Date as complete
and correct copies thereof by the Secretary or an Assistant Secretary of
Unison (NY). Such governing documents may be included as attachments to the
Secretary's Certificate delivered by Unison (NY) pursuant to Section 3(d)
of this Amendment.
(k) Good Standing Certificates. The Administrative Agent shall have
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received, with a copy for each Lender, certificates dated as of a recent
date from the Secretary of State or other appropriate authority, evidencing
the good standing of each of the Borrower and Unison (NY) (i) in the
jurisdiction of its organization and (ii) in each other jurisdiction where
its ownership, lease or operation of property or the conduct of its
business requires it to qualify as a foreign Person except, as to this
subclause (ii), where the failure to so qualify could not reasonably be
expected to have a Material Adverse Effect.
(l) Consents, Licenses and Approvals. The Administrative Agent shall
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have received, with a counterpart for each Lender, a certificate of a
Responsible Officer of Unison (NY) (i) attaching copies of any consents,
authorizations and filings referred to in Section 7.4 of the Credit
Agreement (as amended hereby) relative to Unison (NY), and (ii) stating
that such consents, licenses and filings are in full force and effect, and
each such consent, authorization and filing shall be in form and substance
satisfactory to the Administrative Agent.
(m) Fees. The Administrative Agent shall have received the fees to be
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received on the Supplemental Closing Date referred to in the Supplemental
Fee Letter.
(n) Legal Opinions. The Administrative Agent shall have received, with
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a counterpart for each Lender, the executed legal opinion of Buchanan
Ingersoll Professional Corporation, counsel to the Borrower and the other
Loan Parties, substantially in the form of Exhibit C to this Amendment.
Such legal opinion shall
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cover such other matters incident to the transactions contemplated by this
Amendment as the Administrative Agent may reasonably require.
(o) Lien Searches. The Administrative Agent shall have received the
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results of a recent search by a Person satisfactory to the Administrative
Agent, of the Uniform Commercial Code, judgment and tax lien filings which
may have been filed with respect to personal property of Zazula, and the
results of such search shall be satisfactory to the Administrative Agent.
(p) Insurance. The Administrative Agent shall have received evidence
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in form and substance satisfactory to it that all of the requirements of
Section 9.5 of the Credit Agreement shall have been satisfied.
(q) Representations and Warranties. Each of the representations and
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warranties made by the Borrower and the other Loan Parties in or pursuant
to the Loan Documents shall be true and correct in all material respects on
and as of the Supplemental Closing Date as if made on and as of
Supplemental Closing Date (and after giving effect to the amendments
provided for in this Amendment) (or, if any such representation or warranty
is expressly stated to have been made as of a specific date, as of such
specific date).
(r) No Default. No Default or Event of Default shall have occurred and
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be continuing on the Supplemental Closing Date or after giving effect to
the amendments provided for in this Amendment or the Loans to be made on
such date.
(s) Additional Matters. All corporate and other proceedings, and all
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documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement, the other Loan Documents and
the Acquisition Documents shall be satisfactory in form and substance to
the Administrative Agent, and the Administrative Agent shall have received
such other documents and legal opinions in respect of any aspect or
consequence of the transactions contemplated hereby or thereby as it shall
reasonably request.
4. Representations and Warranties. To induce the Administrative Agent and
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the Lenders to enter into this Amendment, the Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that, after giving effect
to the amendments provided for herein and the additional Loans contemplated
hereby, the representations and warranties contained in the Credit Agreement and
the other Loan Documents will be true and correct in all material respects as if
made on and as of the date hereof and that no Default or Event of Default will
have occurred and be continuing (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date).
5. No Other Amendments. Except as expressly amended hereby, the Credit
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Agreement, the Notes and the other Loan Documents shall remain in full force and
effect in accordance with their respective terms, without any waiver, amendment
or modification of any provision thereof.
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6. Counterparts. This Amendment may be executed by one or more of the
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parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
7. Expenses. The Borrower agrees to pay and reimburse the Administrative
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Agent for all of the out-of-pocket costs and expenses incurred by the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including, without limitation, the reasonable fees and
disbursements of Cadwalader, Wickersham & Taft, counsel to the Administrative
Agent.
8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
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INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
UNIDIGITAL INC.
By: /s/ William E. Dye
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Name: William E. Dye
Title: Chief Executive Officer
CANADIAN IMPERIAL BANK
OF COMMERCE
as Administrative Agent and as a Lender
By: /s/ E. Lindsay Gordon
==============================
Name: E. Lindsay Gordon
Title: Executive Director
CIBC Oppenheimer Corp., as Agent
MARINE MIDLAND BANK
By: /s/ Gina Sidorsky
==============================
Name: Gina Sidorsky
Title: Authorized Signatory
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ David E. Yewer
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Name: David E. Yewer
Title: Vice President
By: /s/ Richard P. Buckanavage
===========================
Name: Richard P. Buckanavage
Title: Vice President
MERRILL LYNCH BUSINESS FINANCIAL
SERVICES, INC.
By: /s/ Daniel J. McHugh
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Name: Daniel J. McHugh
Title: Vice President
By:
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Name:
Title:
The undersigned guarantors hereby consent and agree to the foregoing
Amendment:
UNIDIGITAL ELEMENTS (NY), INC.
By: /s/ William E. Dye
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Name: William E. Dye
Title: Chief Executive Officer
UNIDIGITAL ELEMENTS (SF), INC.
By: /s/ William E. Dye
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Name: William E. Dye
Title: Chief Executive Officer
UNISON (NY), INC.
By: /s/ William E. Dye
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Name: William E. Dye
Title: Chief Executive Officer
UNISON (MA), INC.
By: /s/ William E. Dye
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Name: William E. Dye
Title: Chief Executive Officer
MEGA ART CORP.
By: /s/ William E. Dye
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Name: William E. Dye
Title: Chief Executive Officer