AMENDMENT NO. 1
TO CREDIT AGREEMENT
AMENDMENT, dated as of this July 23, 1999, by and among Unidigital Inc., a
Delaware corporation (together with its successors or assigns, the "Borrower"),
the banks, financial institutions and other institutional lenders listed on the
signature pages hereof, as Lenders, Fleet Bank, N.A., as the Initial Issuing
Bank, Fleet Bank, N.A., a Swing Line Bank, Bank Austria Creditanstalt Corporate
Finance, Inc., as Documentation Agent, and Fleet Bank, N.A., as Administrative
Agent for the Lender Parties and the Hedge Banks.
W I T N E S S E T H:
WHEREAS, Borrower has heretofore entered into certain financial
arrangements pursuant to the Credit Agreement, dated as of May 12, 1999, among
the parties hereto [to be altered if adding new lenders prior to execution] (as
amended, supplemented, restated or otherwise modified, the "Credit Agreement");
and
WHEREAS, the parties hereto wish to amend certain provisions of the Credit
Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby mutually covenant, warrant and agree as follows:
1. Definitions.
-----------
(a) Amendment to Definitions. All references to the term "Revolving
------------------------
Credit Termination Date" in any of the Loan Documents shall be deemed, and each
reference is hereby amended, to mean "the earlier of (x) March 1, 2004 and (y)
the Termination Date."
(b) Interpretation. For purposes of this Amendment, unless otherwise
--------------
defined herein, all terms used herein, including, but not limited to, those used
and/or defined in the recitals and the first paragraph hereto, shall have the
respective meanings assigned to such terms in the Credit Agreement.
2. Amendments to the Credit Agreement.
-----------------------------------
(a) Section 2.08(a) of the Credit Agreement is hereby amended by
deleting the Unused Commitment Fee Table therefrom in its entirety and
substituting the following therefor:
"UNUSED COMMITMENT FEE TABLE
Consolidated Total Funded
Debt to Pro Forma EBITDA Percentage
------------------------- ----------
Equal to or greater than 3.50 to 1.00 .500%
Equal to or greater than 3.00 to 1.00
but less than 3.50 to 1.00 .500%
Equal to or greater than 2.50 to 1 .00,
but less than 3.00 to 1.00 .500%
Equal to or greater than 2.00 to 1 .00,
but less than 2.50 to 1.00 .500%
Less than 2.00 to 1.00 .375%"
2
(b) Section 5.04 of the Credit Agreement is hereby amended by
deleting Section 5.04(a) thereof in its entirety and substituting the following
therefor:
"Consolidated Total Funded Debt to Pro Forma EBITDA Ratio.
---------------------------------------------------------
Maintain as of the last day of each fiscal quarter of the
Borrower commencing with the first complete fiscal
quarter after the Initial Funding Date a ratio of (i)
Consolidated Total Funded Debt to (ii) Pro Forma EBITDA
for the most recently completed four fiscal quarters of
the Borrower of not more than the ratio set forth below:
FOUR FISCAL-QUARTERS ENDING ON: RATIO
------------------------------ -----
First and Second Year (First Quarter-
Eighth Quarter) 4:25:1.00
Third Year (Ninth Quarter -
Twelfth Quarter) 4:00:1..00
Fourth Year (Thirteenth Quarter -
Sixteenth Quarter) 3:75:1.00
Fifth Year (Seventeenth Quarter -
Twentieth Quarter) and Each
Fiscal Quarter Thereafter 3.75:1.00"
(c) Section 5.04 of the Credit Agreement is hereby amended by
deleting Section 5.04(b) in its entirety and substituting the following
therefor:
"(b) Consolidated Senior Debt to Pro Forma EBITDA Ratio.
----------------------------------------------------
Maintain as of the last day of each fiscal quarter of the
Borrower commencing with the first complete fiscal quarter
after the Initial Funding Date a ratio of (i) Consolidated
Senior Debt to (ii) Pro
3
Forma EBITDA for the most recently completed four fiscal
quarters of the Borrower of not more than the ratio set
forth below:
FOUR FISCAL-QUARTERS ENDING ON: RATIO
------------------------------ -----
First and Second Year (First
Quarter - Eighth Quarter) 3.50:1.00
Third Year (Ninth Quarter -
Twelfth Quarter) 3.25:1.00
Fourth Year (Thirteenth
Quarter - Sixteenth Quarter) 3:00:1.00
Fifth Year (Seventeenth Quarter -
Twentieth Quarter) and Each
Fiscal Quarter Thereafter 3:00:1.00
3. Conditions Precedent. The effectiveness of the other terms and
---------------------
conditions contained herein shall be subject to the receipt by the
Administrative Agent of an original of this Amendment, duly authorized, executed
and delivered by Borrower and its Affiliates which are guarantors under (a) a
Foreign Guaranty or a Subsidiary Guaranty (collectively, the "Guarantors"), in
form and substance satisfactory to the Administrative Agent and its counsel.
4. Effect of this Amendment. Except as modified pursuant hereto, no
-------------------------
other changes or modifications to the Loan Documents are intended or implied and
in all other respects the Loan Documents are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To
the extent of conflict between the terms of this Amendment and the other Loan
Documents, the terms of this Amendment shall control. The Credit Agreement and
this Amendment shall be read and construed as one agreement.
4
5. Representations, Warranties and Covenants. Borrower and the Guarantors
-----------------------------------------
hereby jointly and severally represent, warrant and covenant as follows:
(a) No Default or Event of Default exists on the date of this
Amendment (after giving effect to the amendments made by this Amendment) other
than the Events of Default set forth on Exhibit A attached hereto and made a
part hereof.
(b) This Amendment has been duly executed and delivered by Borrower
and the Guarantors and is in full force and effect as of the date hereof and the
agreements and obligations of Borrower and the Guarantors contained herein
constitute the legal, valid and binding obligations of Borrower and the
Guarantors enforceable against Borrower and the Guarantors in accordance with
its terms.
(c) The representations and warranties contained in each Loan
Document are correct in all material respects on and as of the date hereof as
though made on and as of the date hereof.
6. Defaults and Events of Default. The parties hereto acknowledge,
---------------------------------
confirm and agree that the execution and delivery of this Amendment by the
parties hereto other than Borrower and the Guarantors (the "Financial Parties")
shall not be construed to constitute a waiver or release by the Financial
Parties of any Default or Event of Default which has occurred prior to the date
hereof, or which exists as of the date hereof or may exist or occur at any time
after the date hereof, or of any rights or remedies of the Financial Parties as
a result thereof, whether under the Loan Documents, applicable law or otherwise.
5
7. Further Assurances. The parties hereto shall execute and deliver such
------------------
additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Agreement.
8. Governing Law. The rights and obligations hereunder of each of the
--------------
parties hereto shall be governed by and interpreted and determined in accordance
with the internal substantive laws of the State of New York.
9. Binding Effect. The Amendment shall be binding upon and inure to the
---------------
benefit of each of the parties hereto and their respective successors and
assigns.
10. Counterparts. This Amendment may be executed in any number of
------------
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
duly executed and delivered by their duly authorized officers as of the date
first above written.
UNIDIGITAL INC.
By: /s/ William E. Dye
---------------------------------
Name: William E. Dye
---------------------------------
Title: Chief Executive Officer
---------------------------------
FLEET BANK, N.A., as Administrative Agent,
Initial Issuing Bank, and Swing Line Bank
By: /s/ Beth Goodman
---------------------------------
Name: Beth Goodman
---------------------------------
Title: Vice President
---------------------------------
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
INC., as Documentation Agent
By: /s/ David E. Yewer
---------------------------------
Name: David E. Yewer
---------------------------------
Title: Vice President
---------------------------------
By: /s/ Clifford L. Wells
---------------------------------
Name: Clifford L. Wells
---------------------------------
Title: Vice President
---------------------------------
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
INC., as a Lender
By: /s/ David E. Yewer
---------------------------------
Name: David E. Yewer
---------------------------------
Title: Vice President
---------------------------------
By: /s/ Clifford L. Wells
---------------------------------
Name: Clifford L. Wells
---------------------------------
Title: Vice President
---------------------------------
FLEET BANK, N.A., as a Lender
By: /s/ Beth Goodman
---------------------------------
Name: Beth Goodman
---------------------------------
Title: Vice President
---------------------------------
MERRILL LYNCH BUSINESS FINANCE
SERVICES INC., as a Lender
By: /s/ Jeremy M. Dhein
---------------------------------
Name: Jeremy M. Dhein
---------------------------------
Title: Assistant Vice President
---------------------------------
READ AND AGREED TO: MEGA ART CORP.
GUARANTORS: By: /s/ William E. Dye
----------------------------
Name: William E. Dye
----------------------------
Title: Chief Executive Officer
UNIDIGITAL ELEMENTS (NY), INC. ----------------------------
By: /s/ William E. Dye SUPERGRAPHICS HOLDING COMPANY, INC.
----------------------------------
Name: William E. Dye By: /s/ William E. Dye
---------------------------------- ----------------------------
Title: Chief Executive Officer Name: William E. Dye
---------------------------------- ----------------------------
Title: Chief Executive Officer
UNISON (NY), INC. ----------------------------
By: /s/ William E. Dye SUPERGRAPHICS CORPORATION
----------------------------------
Name: William E. Dye By: /s/ William E. Dye
---------------------------------- ----------------------------
Title: Chief Executive Officer Name: William E. Dye
---------------------------------- ----------------------------
Title: Chief Executive Officer
UNISON (MA), INC.
By: /s/ William E. Dye Executed as a Deed by
----------------------------------
Name: William E. Dye ELEMENTS (U.K.) LIMITED
----------------------------------
Title: Chief Executive Officer Acting By: /s/ William E. Dye
---------------------------------- -------------------------
Duly Authorized
UNIDIGITAL ELEMENTS (SF), INC.
Executed as a Deed By
By: /s/ William E. Dye
----------------------------------- REGENT GROUP LIMITED
Name: William E. Dye
----------------------------------- Acting By: /s/ William E. Dye
Title: Chief Executive Officer ------------------------
----------------------------------- Duly Authorized
MEGA ART CORP.
By: /s/ William E. Dye
-----------------------------------
Name: William E. Dye
-----------------------------------
Title: Chief Executive Officer
-----------------------------------
SUPERGRAPHICS HOLDING COMPANY, INC.
By: /s/ William E. Dye
-----------------------------------
Name: William E. Dye
-----------------------------------
Title: Chief Executive Officer
-----------------------------------
SUPERGRAPHICS CORPORATION
By: /s/ William E. Dye
-----------------------------------
Name: William E. Dye
-----------------------------------
Title: Chief Executive Officer
-----------------------------------