Exhibit 10.10
REAFFIRMATION OF SUBSIDIARY PLEDGE AGREEMENT
This Reaffirmation of Subsidiary Pledge Agreement ("Reaffirmation") is
dated as of September 30, 2003, by the undersigned ("Pledgor") to and for the
benefit of Wachovia Bank, National Association, as agent ("Agent") for the
Lenders and Issuing Bank named in that certain Amended and Restated Loan and
Security Agreement, dated as of even date herewith, among Phoenix Color Corp.,
PCC Express, Inc. ("PCC"), Technigraphix, Inc., Phoenix (Md.) Realty, LLC, and
Phoenix Color Fulfillment, Inc. ("Borrowers"), Lenders and Agent (as amended,
supplemented or replaced from time to time, the "Loan Agreement"). Capitalized
terms used but not otherwise defined in this Reaffirmation shall have the
respective meanings ascribed thereto in the Loan Agreement.
Background
A. Pursuant to the Credit Agreement (the "Credit Agreement") dated
September 15, 1998 by and among Phoenix, PCC, Realty, First Union National Bank,
as agent ("First Union"), and the lenders parties thereto (the "Original
Lenders"), Original Lenders established a credit facility for making loans and
extending credit from time to time for the benefit of Borrowers. As security for
the obligations under the Credit Agreement and Bridge Note Purchase Agreement
dated September 15, 1998 by and between Phoenix and First Union Investors, Inc.
(the "Purchase Agreement"), Pledgor granted a lien on and security interest in
the Collateral in favor of First Union, for the benefit of the Original Lenders,
First Union National Bank, as issuer of certain letters of credit, and the
holders of the Bridge Notes and Exchange Notes (as defined in the Purchase
Agreement), pursuant to the terms of a certain Subsidiary Pledge Agreement dated
as of September 15, 1998 (as amended or modified from time to time, the "Pledge
Agreement"), a copy of which is attached hereto as Exhibit A.
B. Borrowers have requested and Lenders have agreed to amend and restate
their financing arrangements pursuant to the Loan Agreement.
C. As a condition to Agent and Lenders entering into the Loan Agreement,
Lenders and Agent have required that Pledgor reaffirms its obligations under the
Pledge Agreement.
D. Pledgor is willing to execute and deliver this Reaffirmation to induce
Lenders and Agent to enter into the Loan Agreement with Borrowers.
NOW, THEREFORE, with the foregoing Background incorporated by reference
and intending to be legally bound hereby, Pledgor does reaffirm as follows:
1. Pledgor hereby acknowledges and agrees that the Pledge Agreement is in
full force and effect; constitutes the valid, binding and enforceable obligation
of Pledgor, in accordance with its terms, is not subject to any defense, setoff,
counterclaim or deduction of any nature; and that Borrowers' execution and
delivery of the Loan Agreement does not impair in any way Pledgor's obligations
to Agent and/or Lenders under the Pledge Agreement.
2. Pledgor covenants, confirms and agrees that as security for the
Obligations, and any extensions, renewals, replacements, restructurings, or
modifications thereof, Agent, for the benefit of Lenders, has, and shall
continue to have, a continuing perfected lien on and security interest in all of
the Collateral free and clear of any and all liens, security interests,
encumbrances, claims, pledges, restrictions, and options.
3. This Reaffirmation may be executed in one or more counterparts by some
or all of the parties hereto, each of which counterparts shall be an original
and all of which together shall constitute a single agreement.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has executed this Reaffirmation as of the day and year first set forth above.
PHOENIX COLOR CORP.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Chief Financial Officer
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