AMENDMENT NO. 2
TO CREDIT AGREEMENT
AMENDMENT, dated as of September 29, 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 this
signature pages hereof, as Lenders, Fleet Bank, N.A., as the Initial Issuing
Bank, Fleet Bank, N.A., the 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
Borrower, Fleet Bank, N.A., as the initial Issuing Bank, the Swing Line Bank,
and as Administrative Agent, Bank Austria Creditanstalt Corporate Finance, Inc.,
as a Lender and as the Documentation Agent and Merrill Lynch Business Financial
Services Inc., as a Lender (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. The following definitions are added to Section 1.01 of
the Credit Agreement in their appropriate alphabetical order: 2.
" "Fixed Charges" means, as to any Person, for any period, the sum
(without duplication of amounts) of (a) all cash Interest Charges of such Person
for such period and (b) all Rental Obligations of such Person for such period in
respect of leases other than Capitalized Leases, in each case determined in
accordance with GAAP."
" "Interest Charges" means, as to any Person, for any period, the
aggregate amount of all interest paid, payable or guaranteed during such period
by such Person, including, without limitation, the "imputed interest" portion of
Rental Obligations on Capitalized Leases and all interest capitalized and/or
deferred during such period on any Debt, determined in accordance with GAAP."
" "Pro Forma Consolidated Fixed Charges" shall mean for any period
Consolidated Fixed Charges for such period adjusted in a manner satisafactory to
the Requested Lenders to include the Fixed Charges for such period of any Person
or business acquired by the Borrower or any of its Subsidiaries during such
period (including any adjustment on account of any identifiable savings
acceptable to the Required Lenders), and otherwise determined in accordance with
GAAP."
" "Rental Obligations" means, a s to any Person, for any period, all
rents and other amounts (including as such, all payments which such Person is
obligated to make to the lessor on termination of any lease and/or on surrender
of the leased property other than payments for which such Person is contingently
liable on account of early termination or breach of such lease) paid,
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payable or guaranteed during such period by such Person, as lessee or sublessee
under any lease, including, without limitation, any amount required to be paid
by such Person (whether or not designated as rents or additional rents) on
account of maintenance, repairs, insurance, taxes, utilities and similar
charges, determined in accordance with GAAP. Whenever it is necessary to
determine the amount of Rental Obligations for any period, to the extent that
such Rental Obligations are not definitely determinable by the terms of the
lease, the Rental Obligations not so definitely determinable shall be estimated
in good faith and in such reasonable manner as the board of directors of the
Borrower may determine."
2. Interpretation. For purposes of this Amendment, unless otherwise
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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.
3. Increase in the Commitment. Notwithstanding anything to the contrary
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contained in Section 2.05(c) of the Credit Agreement, it is acknowledged that
each of the conditions set forth therein has been satisfied, that the sixty (60)
day period set forth in Section 2.05(c)(vii) has been waived by the Lenders and,
therefore, the Revolving Credit Increase will become effective upon the
execution of this Amendment by all of the parties hereto. In connection
herewith, Schedule I to the Credit Agreement is hereby deleted and Schedule I
attached hereto, which sets forth the Revolving Credit Commitments and Letter of
Credit Commitments of each of the Lenders, to take into account the Revolving
Credit Increase, is substituted therefor.
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4. Amendments to the Credit Agreement.
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(a) Section 5.02(h) of the Credit Agreement is hereby amended by
adding the following sentence to the end thereof:
"In addition, the Borrower will, and cause each of its
Subsidiaries to, keep a majority of Borrower's assets in the
United States of America."
(b) Section 5.04 of the Credit Agreement is hereby amended by adding
a new Section 5.04(e) thereto, which shall read as follows:
"(e) Fixed Coverage Ratio. The Borrower will not permit the
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ratio of Pro Forma EBITDA (after restoring thereto any amount
deducted therefrom for Rental Obligations paid under leases
other than Capitalized Leases) to Pro Forma Consolidated Fixed
Charges for any period of four consecutive fiscal quarters
ended during any period specified below to be less than the
applicable ratio set forth below:
Period Ratio
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Initial Funding Date through August 31, 2001 2.00 to 1.00
September 1, 2001 through August 31, 2002 2.25 to 1.00
From and after September 1, 2002 2.50 to 1.00
(c) Section 6.01(c) of the Credit Agreement is amended by adding
sections "5.01(e), 5.01(f)," after the reference to "Section 2.14" therein.
5. Conditions Precedent. The effectiveness of the other terms and
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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
Foreign Guaranty or a Subsidiary Guaranty (collectively, the "Guarantors"), in
form and substance satisfactory to the Administrative Agent and its counsel.
6. Effect of this Amendment. Except as modified pursuant hereto, no
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other changes or modifications to the Loan Documents are intended or implied and
in all other respects the Loan
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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.
7. Representations, Warranties and Covenants. Borrower and the Guarantors
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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.
8. Defaults and Events of Default. The parties hereto acknowledge,
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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
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rights or remedies of the Financial Parties as a result thereof, whether under
the Loan Documents, applicable law or otherwise.
9. Further Assurances. The parties hereto shall execute and deliver such
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additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Agreement.
10. Governing Law. The rights and obligations hereunder of each of the
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parties hereto shall be governed by and interpreted and determined in accordance
with the internal substantive laws of the State of New York.
11. Binding Effect. The Amendment shall be binding upon and inure to the
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benefit of each of the parties hereto and their respective successors and
assigns.
12. Counterparts. This Amendment may be executed in any number of
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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.
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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.
MERRILL LYNCH BUSINESS UNIDIGITAL INC.
FINANCIAL SERVICES INC., as a Lender
By: /s/ William E. Dye
By: /s/ Jeremy M. Dhein ---------------------------
-------------------------------- Name: William E. Dye
Name: Jeremy M. Dhein ---------------------------
-------------------------------- Title: Executive Vice Officer
Title: Assistant Vice President ---------------------------
--------------------------------
FLEET BANK, N.A., as Administrative
UNION BANK OF CALIFORNIA, N.A., as a Agent, Initial Issuing Bank, and
Lender Swing Line Bank
By: /s/ Hagop V. Jazmadarian By: /s/ Paul Chau
-------------------------------- ---------------------------
Name: Hagop V. Jazmadarian Name: Paul Chau
-------------------------------- ---------------------------
Title: Vice President Title: Senior Vice President
-------------------------------- ---------------------------
SOVEREIGN BANK, as a Lender BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC., as Documentation
By: /s/ Joseph Becker Agent
--------------------------------
Name: Joseph Becker By: /s/ Christina T. Schoen
-------------------------------- ---------------------------
Title: Vice President Name: Christina T. Schoen
-------------------------------- ---------------------------
Title: Executive Vice President
---------------------------
PEOPLE'S BANK OF CALIFORNIA
By: /s/ Christina T. Schoen
By: /s/ V. Subramanian ---------------------------
-------------------------------- Name: Christina T. Schoen
Name: V. Subramanian ---------------------------
-------------------------------- Title: Executive Vice President
Title: Vice President ---------------------------
--------------------------------
BANK AUSTRIA CREDITANSTALT
FLEET BANK, N.A. CORPORATE FINANCE, INC., as a
Lender
By: /s/ Paul Chau
-------------------------------- By: /s/ Christina T. Schoen
Name: Paul Chau ---------------------------
-------------------------------- Name: Christina T. Schoen
Title: Senior Vice President ---------------------------
-------------------------------- Title: Executive Vice President
---------------------------
By: /s/ Christina T. Schoen
---------------------------
Name: Christina T. Schoen
---------------------------
Title: Executive Vice President
---------------------------
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READ AND AGREED TO:
GUARANTORS:
LINOGRAPHICS CORPORATION MEGA ART CORP.
By: /s/ William E. Dye By: /s/ William E. Dye
-------------------------------- ----------------------------
Name: William E. Dye Name: William E. Dye
-------------------------------- ----------------------------
Title: Chief Executive Officer Title: Chief Executive Officer
-------------------------------- ----------------------------
UNISON (NY), INC. SUPERGRAPHICS HOLDING COMPANY, INC.
By: /s/ William E. Dye By: /s/ William E. Dye
-------------------------------- ----------------------------
Name: William E. Dye Name: William E. Dye
-------------------------------- ----------------------------
Title: Chief Executive Officer Title: Chief Executive Officer
-------------------------------- ----------------------------
UNISON (MA), INC. SUPERGRAPHICS CORPORATION
By: /s/ William E. Dye By: /s/ William E. Dye
-------------------------------- ----------------------------
Name: William E. Dye Name: William E. Dye
-------------------------------- ----------------------------
Title: Chief Executive Officer Title: Chief Executive Officer
-------------------------------- ----------------------------
UNIDIGITAL ELEMENTS (SF), INC. Executed as a Deed By
By: /s/ William E. Dye ELEMENTS (U.K.) LIMITED
--------------------------------
Name: William E. Dye Acting By: /s/ William E. Dye
-------------------------------- -----------------------
Title: Chief Executive Officer Duly Authorized
--------------------------------
-----------------------
MEGA ART CORP. Duly Authorized
By: /s/ William E. Dye Executed as a Deed By
--------------------------------
Name: William E. Dye REGENT GROUP LIMITED
--------------------------------
Title: Chief Executive Officer Acting By: /s/ William E. Dye
-------------------------------- -----------------------
Duly Authorized
-----------------------
Duly Authorized
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