EXHIBIT 10(v)
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this
"AMENDMENT") dated as of February 18, 2004 is by and among the financial
institutions listed on the signature pages hereto (the "LENDERS"), Congress
Financial Corporation (Central), as agent for the Lenders ("AGENT"), and JII
LLC, a Delaware limited liability company ("BORROWER").
R E C I T A L S:
WHEREAS, Agent, Lenders and Borrower are parties to that
certain Loan and Security Agreement dated as of August 16, 2001 (as amended, the
"LOAN AGREEMENT"; capitalized terms used and not defined herein shall have the
meanings assigned to them in the Loan Agreement as, amended hereby); and
WHEREAS, the parties hereto desire to amend the Loan Agreement
pursuant to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Amendments to Loan Agreement. Immediately upon the
satisfaction of each of the applicable conditions precedent set forth in Section
2 of this Amendment, the following amendments to the Loan Agreement shall become
effective as of the date hereof:
(a) Section 1 of the Loan Agreement is hereby amended by
adding the following new definition of "Net Proceeds of Asset Sales" in its
proper alphabetical order to read as follows:
"Net Proceeds of Asset Sales" shall mean the aggregate
amount of all "Net Proceeds" of "Asset Sales" applied by
JII Holdings, LLC or any of its "Restricted Subsidiaries"
since February 18, 2004 to repay any term "Indebtedness"
under a "Credit Facility" or to repay any revolving credit
"Indebtedness" under a "Credit Facility" pursuant to
Section 4.10 of the Senior Secured Note Indenture (as such
quoted terms are defined in the Senior Secured Note
Indenture).
(b) Section 1 of the Loan Agreement is hereby amended by
adding the following new definition of "Senior Secured Note Indenture" in its
proper alphabetical order to read as follows:
"Senior Secured Note Indenture" shall mean that certain
Indenture dated as of February 18, 2004 among JII
Holdings, LLC and JII Holdings Finance Corporation
("Issuers"), Parent as initial guarantor and U.S. Bank
National Association, as trustee, pertaining to the
Issuers' 13% Senior Secured Notes due 2007.
(c) The definition of "Bond Documents" set forth in Section 1
of the Loan Agreement is hereby amended and restated to read as follows:
"Bond Documents" shall mean, collectively, (i) the
Indenture dated as of July 25, 1997 between the Parent and
First Trust National Association, as trustee, pertaining
to the Parent's 10% Senior Notes due 2007, (ii) the
Indenture dated as of March 22, 1999 between the Parent
and U.S. Bank Trust National Association, as trustee,
pertaining to the Parent's 10% Senior Notes due 2007,
(iii) the Indenture dated as of April 2, 1997 between the
Parent and First Trust National Association, as trustee,
pertaining to the Parent's 11 3/4% Subordinated Discount
Debentures due 2009, and (iv) the Senior Secured Notes
Indenture, in each case above, as amended, modified,
supplemented, restated, refinanced or replaced from time
to time.
(d) The definition of "Change of Control" set forth in Section
1 of the Loan Agreement is hereby amended by deleting the language "the failure
of Parent to own all of the Capital Stock of Borrower" as set forth in clause
(d) of such definition and replacing such language with the following:
"the failure of Parent to own all the Capital Stock of JII
Holdings, LLC, the failure of JII Holdings, LLC to own all
of the Capital Stock of Borrower".
(e) The definition of "Credit Party" set forth in Section 1 of
the Loan Agreement is hereby amended and restated to read as follows:
"Credit Party" shall mean Parent, JII Holdings, LLC, JII
Holdings Finance Corporation, Borrower and each of
Borrower's Restricted Subsidiaries.
(f) The definition of "Fixed Charge Coverage Ratio" set forth
in Section 1 of the Loan Agreement is hereby amended and restated to read as
follows:
"Fixed Charge Coverage Ratio" shall mean, with respect to
Borrower and its Restricted Subsidiaries on a consolidated
Pro-Forma Basis for any fiscal period, the ratio of (a)
EBITDA plus cash generated and used to fund the reductions
to the Loans and Letter of Credit Obligations (including
the cash collateralization thereof) pursuant to Section
9.24 hereof to (b) Fixed Charges.
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(g) The definition of "Maximum Credit" set forth in Section 1
of the Loan Agreement is hereby amended and restated to read as follows:
"Maximum Credit" shall mean (i) from and after February
18, 2004 through and including August 31, 2004,
$95,000,000, (ii) from and after September 1, 2004 through
and including May 31, 2005, $75,000,000, (iii) from and
after June 1, 2005 through and including February 28,
2006, $55,000,000, and (iv) from and after March 1, 2006,
$45,000,000, in each case above less seventy-five percent
(75%) of the Net Proceeds of Asset Sales (provided that
the Maximum Credit in any event shall not be less than
$45,000,000).
(h) The definition of "Trigger Event" set forth in Section 1
of the Loan Agreement is hereby amended and restated in its entirety to read as
follows:
"Trigger Event" shall mean, at any time, (a) an Event of
Default shall have occurred, (b) Excess Availability shall
be less than (i) $10,000,000 on any date prior to June 30,
2004 or (ii) $15,000,000 on any date on and after June 30,
2004 or (c) Borrower fails to comply with Section 9.24
hereof. A Trigger Event occurring under clause (a) above
shall remain in effect until Agent and the applicable
Lenders under Section 11.3 hereof waive such Event of
Default in writing. A Trigger Event occurring under clause
(b) above shall remain in effect until Agent waives such
Trigger Event in writing. A Trigger Event occurring under
clause (c) above shall remain in effect until Agent and
the Required Lenders waive such Trigger Event in writing.
(i) Section 3.2 of the Loan Agreement is hereby amended by
adding a new clause (c) therein as follows:
(c) Borrower agrees to pay to Agent, for the account of
Lenders, an annual fee of $50,000, payable on each
anniversary of the date of this Agreement, commencing
on August 16, 2004.
(j) Section 4.2 of the Loan Agreement is hereby amended by (i)
deleting "; and" at the end of clause (b), (ii) deleting "." at the end of
clause (c) and inserting "; and" in place thereof and (iii) adding a new clause
(d) as follows:
(d) Borrower shall have received the prior written consent
of Agent and the Required Lenders at any time when a
requested Loan or Letter of Credit Accommodation would
cause all outstanding Loans and Letter of Credit
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Accommodation to exceed (i) $80,000,000 from and after
February 18, 2004 through and including August 31,
2004, (ii) $60,000,000 from and after September 1,
2004 through and including May 31, 2005, (iii)
$40,000,000 from and after June 1, 2005 through and
including February 28, 2006 and (iv) $30,000,000 from
and after March 1, 2006, in each case above less
seventy-five percent (75%) of the Net Proceeds of
Asset Sales (provided, that the amount set forth in
any of clauses (i) - (iv) above shall not be less than
$30,000,000).
(k) Section 9.8 of the Loan Agreement is hereby amended by (i)
deleting "; and" at the end of subsection (k), (ii) deleting "." at the end of
subsection (l) and inserting in place thereof "; and" and (iii) adding a new
subsection (m) as follows:
(m) the junior liens securing the Indebtedness under the
Senior Secured Note Indenture so long as such liens
remain subject to the Intercreditor Agreement as
defined in the Senior Note Indenture and in effect on
the date hereof or such other inter-creditor
agreement in form and substance satisfactory to
Agent.
(l) Section 9.17 of the Loan Agreement is hereby amended by
adding a new sentence to the end of Section 9.17 to read as follows:
"Neither the Intercreditor Agreement (as defined in
the Senior Secured Note Indenture as in effect on the
date hereof) nor the Senior Secured Note Indenture
may be amended or otherwise modified without the
prior written consent of Agent and the Required
Lenders."
(m) Section 9.18 of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:
9.18 EBITDA. At any time that a Trigger Event exists,
Borrower shall at the end of each fiscal quarter set
forth below (including at the end of the fiscal
quarter immediately prior to a Trigger Event) have
EBITDA for the 12-month period then ended of at least
the following amounts for such fiscal quarter:
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Fiscal Quarter Ending: EBITDA:
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March 31, 2004 $27,370,000
June 30, 2004 $29,944,000
September 30, 2004 $30,058,000
December 31, 2004 $31,885,000
March 31, 2005 $32,215,000
June 30, 2005 $33,238,000
September 30, 2005 $34,000,000
December 31, 2005 and each
fiscal quarter thereafter $34,500,000
(n) Section 9 of the Loan Agreement is hereby amended by
adding a new subsection 9.24 thereto as follows:
9.24 Mandatory Loan Reductions. On each of August 1, 2004,
May 1, 2005 and February 1, 2006, Borrower shall have
reduced the outstanding amount of Loans and Letter of
Credit Accommodations (including the cash
collateralization thereof) to an amount equal to
$60,000,000, $40,000,000 and $30,000,000 respectively,
in each case less seventy-five percent (75%) of the
Net Proceeds of Asset Sales (provided, that in no
event shall any such amount be less than $30,000,000);
provided, that in each case such reductions (or cash
collateralization) shall be with proceeds of capital
contributions made to Borrower or from proceeds of
asset sales generated by Parent so long as such assets
are not from Borrower or any Restricted Subsidiary and
Borrower shall have provided Agent with an officer's
certificate on each date set forth above certifying
compliance with this Section 9.24 and detailing the
source of cash used to fund the prepayments (or cash
collateralization) set forth above. The reduced amount
of Loans and Letter of Credit Accommodations shall
remain in effect for the remainder of the applicable
calendar month. If Borrower does not comply with the
terms of this Section 9.24, a Trigger Event shall be
deemed to have occurred.
(o) Section 9 of the Loan Agreement is hereby amended by
adding a new subsection 9.25 thereto as follows:
9.25 Indenture Indebtedness Cap. Borrower shall not, at
any time, have outstanding Obligations under this
Agreement in breach of the cap on Indebtedness
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contained in Section 4.09(b)(1)(A) of the Senior
Secured Note Indenture as in effect on the date hereof
without the prior written consent of Agent and
Required Lenders.
(p) Section 10.1(c) of the Loan Agreement is amended by
amending and restating clause (i) of Section 10.1(c) to read as follows:
(i) a default shall be made in the due observance,
performance or compliance with any term, covenant,
condition or provision set forth in Sections 9.7, 9.8,
9.9, 9.10, 9.11, 9.12, 9.15, 9.16, 9.17, 9.18, 9.19,
9.21, 9.22, 9.24 or 9.25 of this Agreement,
(q) Section 10.1(i) of the Loan Agreement is amended by
amending and restating clause (i) of Section 10.1(i) to read as follows:
(i) any default under any Bond Document,
(r) Section 13.1(a) of the Loan Agreement is amended by
amending and restating the first sentence of Section 13.1(a) to read as follows:
(a) This Agreement and the other Financing Agreements
shall become effective as of the date set forth on the
first page hereof and shall continue in full force and
effect until December 27, 2006 (the "Maturity Date")
and from year to year thereafter, unless sooner
terminated pursuant to the terms hereof.
(s) Section 13.1(c) of the Loan Agreement is amended by
amending and restating the first sentence of Section 13.1(c) to read as follows:
(c) If for any reason this Agreement is terminated prior
to the Maturity Date or the end of the then current
renewal term of this Agreement, in view of the
impracticality and extreme difficulty of ascertaining
actual damages and by mutual agreement of the parties
as to a reasonable calculation of Agent's and Lender's
lost profits as a result thereof, Borrower agrees to
pay to Agent for itself and the ratable benefit of
Lenders, upon the effective date of such termination,
an early termination fee in the amount of (i)
three-quarters of one percent (0.75%) of the Maximum
Credit then in effect if such termination is effective
at any time from February 18, 2004 to and including
Xxxxxx 00, 0000, (xx) one-half of one
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percent (0.5%) of the Maximum Credit then in effect if
such termination is effective at any time after August
16, 2004 to and including August 16, 2005 or (iii)
one-quarter of one percent (0.25%) of the Maximum
Credit then in effect if such termination is effective
at any time after August 16, 2005 to and including
August 16, 2006.
Section 2. Conditions Precedent to Effectiveness of Amendment. The
effectiveness of this Amendment is subject to the satisfaction of the following
conditions as determined by Agent in its sole discretion:
(a) Agent shall have received a duly executed counterpart of
this Amendment from Borrower and the Lenders;
(b) Agent shall have received a reaffirmation of guaranty from
the Parent and each Restricted Subsidiary (as appended hereto);
(c) Agent shall have received executed copies of (i) the
Senior Secured Note Indenture and all agreements, documents and instruments to
be executed in connection therewith and (ii) the Intercreditor Agreement dated
February 18, 2004 between Agent and U.S. Bank National Association, both of
which shall be in form and substance satisfactory to Agent;
(d) Agent shall have received guarantees and pledge agreements
in favor of Agent from each of JII Holdings, LLC and JII Holdings Finance
Corporation which shall be in form and substance satisfactory to Agent; and
(e) Agent shall have received, for the ratable benefit of
Lenders party hereto, an amendment fee equal to $150,000 which shall be deemed
fully earned and payable on the date hereof and Borrower authorizes Agent to
charge such fee to the Revolving Loans of Borrower.
Section 3. Representations, Warranties and Covenants. In order to
induce Agent and Lenders to enter into this Amendment, Borrower represents,
warrants and covenants to Agent and Lenders, upon the effectiveness of this
Amendment, which representations, warranties and covenants shall survive the
execution and delivery of this Amendment that:
(a) No Default; etc. No Event of Default and no event or
condition which, merely with notice or the passage of time or both, would
constitute an Event of Default, has occurred and is continuing after giving
effect to this Amendment or would result from the execution or delivery of this
Amendment or the consummation of the transactions contemplated hereby.
(b) Power and Authority; Authorization. Borrower has the
limited liability company power and authority to execute and deliver this
Amendment and to carry out the terms and provisions of the Loan Agreement, as
amended by this Amendment, and the execution and delivery by Borrower of this
Amendment, and the performance by the Borrower of its obligations hereunder and
under the Financing Agreements have been duly authorized by all requisite
limited liability company action by Borrower.
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(c) Execution and Delivery. Borrower has duly executed and
delivered this Amendment.
(d) Enforceability. This Amendment and the Loan Agreement, as
amended by this Amendment constitute the legal, valid and binding obligations of
Borrower, enforceable against Borrower in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' right generally, and by general principles of equity.
(e) Representations and Warranties. All of the representations
and warranties contained in the Loan Agreement and in the other Financing
Agreements (other than those which speak expressly only as of a different date)
are true and correct in all material respects as of the date hereof after giving
effect to this Amendment and the transactions contemplated hereby.
Section 4. Miscellaneous.
(a) Effect; Ratification. Borrower acknowledges that all of
the reasonable legal expenses incurred by Agent in connection herewith shall be
reimbursable under Section 9.20 of the Loan Agreement. The amendments set forth
herein are effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Loan
Agreement or of any other Financing Agreement or (ii) prejudice any right or
rights that Agent or any Lender may now have or may have in the future under or
in connection with the Loan Agreement or any other Financing Agreement. Each
reference in the Loan Agreement to "this Agreement", "herein", "hereof" and
words of like import and each reference in the other Financing Agreements to the
"Loan Agreement" shall mean the Loan Agreement as amended hereby. This Amendment
shall be construed in connection with and as part of the Loan Agreement and all
terms, conditions, representations, warranties, covenants and agreements set
forth in the Loan Agreement and each other Financing Agreement, except as herein
amended are hereby ratified and confirmed and shall remain in full force and
effect.
(b) Counterparts. This Amendment may be executed via facsimile
transmission in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which counterparts together shall constitute one
and the same instrument.
(c) Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the internal laws of the State of
Illinois.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 5 to Loan and Security Agreement as of the date first above
written.
JII LLC, as Borrower
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
CONGRESS FINANCIAL CORPORATION
(CENTRAL), as Agent
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: First Vice President
WACHOVIA BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Mask Xxxxxxx
-----------------------------------
Name: Mask Xxxxxxx
Title: Executive Vice President
XXXXX FARGO FOOTHILL
(f/k/a FOOTHILL CAPITAL CORPORATION),
as a Lender
By: /s/ Xxxxxx Xxx
-----------------------------------
Name: Xxxxxx Xxx
Title: AVP
LASALLE BUSINESS CREDIT, LLC (successor
by merger to LaSalle Business Credit,
Inc.), as a Lender
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Schedule A
REAFFIRMATION TO GUARANTY
February __, 2004
Congress Financial Corporation (Central), as Agent
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Guarantee
Please refer to (1) the Loan and Security Agreement dated as
of August 16, 2001 (as amended, supplemented, restated or otherwise modified
from time to time, the "Loan Agreement"), among JII LLC, a Delaware limited
liability company ("Borrower"), the lenders party thereto (the "Lenders") and
Congress Financial Corporation (Central), as agent ("Agent") for the Lenders,
and (2) the Guarantee dated August 16, 2001 (as amended, the "Guarantee") by
each of the undersigned in favor of Agent. Pursuant to Amendment No. 5 to Loan
Agreement dated as of the date hereof (the "Amendment") among Agent, the Lenders
signatory thereto and the Borrower, the Loan Agreement has been amended in
accordance with the terms and conditions of the Amendment.
Each of the undersigned hereby (i) acknowledges and reaffirms
all of its obligations and undertakings under the Guarantee, and (ii)
acknowledges and agrees that subsequent to, and taking into account all of the
terms and conditions of the Amendment, the Guarantee is and shall remain in full
force and effect in accordance with the terms thereof.
[Signature Page Follows]
TELE-FLOW, INC. ROLITE PLASTICS, INC.
DACCO INTERNATIONAL, INC. ATCO PRODUCTS, INC.
DACCO/DETROIT OF ARIZONA, INC. ABC TRANSMISSION PARTS WAREHOUSE, INC.
DACCO/DETROIT OF GEORGIA, INC. DACCO INCORPORATED
DACCO/DETROIT OF KENTUCKY, INC. DACCO/DETROIT OF ALABAMA, INC.
DACCO/DETROIT OF MICHIGAN, INC. DACCO/DETROIT OF CHATTANOOGA, INC.
DACCO/DETROIT OF MISSOURI, INC. DACCO/DETROIT OF FLORIDA, INC.
DACCO/DETROIT OF NEVADA, INC. DACCO/DETROIT OF INDIANA, INC.
DACCO/DETROIT OF NORTH CAROLINA, INC. DACCO/DETROIT OF MEMPHIS, INC.
DACCO/DETROIT OF OKLAHOMA, INC. DACCO/DETROIT OF MINNESOTA, INC.
DACCO/DETROIT OF SOUTH CAROLINA, INC. DACCO/DETROIT OF NEBRASKA, INC.
DACCO/DETROIT OF VIRGINIA, INC. DACCO/DETROIT OF NEW JERSEY, INC.
DETROIT TRANSMISSION PRODUCTS, CO. DACCO/DETROIT OF OHIO, INC.
JORDAN AUTO AFTERMARKET, INC. DACCO/DETROIT OF PENNSYLVANIA, INC.
JORDAN SPECIALTY PLASTICS, INC. DACCO/DETROIT OF TEXAS, INC.
BEEMAK PLASTICS, INC. DACCO/DETROIT OF WEST VIRGINIA, INC.
SPL HOLDINGS, INC. DACCO/DETROIT OF WISCONSIN, INC.
PAMCO PRINTED TAPE & LABEL CO., INC. DACCO/DETROIT OF MARYLAND, INC.
SEABOARD FOLDING BOX CORPORATION NASHVILLE TRANSMISSION PARTS, INC.
XXXX PRODUCTS I, INC.
DEFLECTO CORPORATION
SATE LITE MANUFACTURING COMPANY
VALMARK INDUSTRIES, INC.
JII PROMOTIONS, INC.
WELCOME HOME LLC
By:
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Title:
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S-1
REAFFIRMATION OF GUARANTY
February __, 2004
Congress Financial Corporation (Central),
as Agent
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Guarantee
Please refer to (1) the Loan and Security Agreement dated as
of August 16, 2001 (as amended, supplemented, restated or otherwise modified
from time to time, the "Loan Agreement"), among JII LLC, a Delaware limited
liability company ("Borrower"), the lenders party thereto (the "Lenders") and
Congress Financial Corporation (Central), as agent ("Agent") for the Lenders,
and (2) the Guarantee dated August 16, 2001 (the "Guarantee") by the undersigned
in favor of Agent. Pursuant to Amendment No. 5 to Loan Agreement dated as of the
date hereof (the "Amendment") among Agent, the Lenders signatory thereto and the
Borrower, the Loan Agreement has been amended in accordance with the terms and
conditions of the Amendment.
The undersigned hereby (i) acknowledges and reaffirms all of
its obligations and undertakings under the Guarantee, and (ii) acknowledges and
agrees that subsequent to, and taking into account all of the terms and
conditions of the Amendment, the Guarantee is and shall remain in full force and
effect in accordance with the terms thereof.
JORDAN INDUSTRIES, INC.
By:
-----------------------------------
Title:
--------------------------------
REAFFIRMATION OF GUARANTY
February __, 2004
Congress Financial Corporation (Central),
as Agent
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Guarantee
Please refer to (1) the Loan and Security Agreement dated as
of August 16, 2001 (as amended, supplemented, restated or otherwise modified
from time to time, the "Loan Agreement"), among JII LLC, a Delaware limited
liability company ("Borrower"), the lenders party thereto (the "Lenders") and
Congress Financial Corporation (Central), as agent ("Agent") for the Lenders,
and (2) the Guarantee dated August 16, 2001 (the "Guarantee") by the undersigned
in favor of Agent. Pursuant to Amendment No. 5 to Loan Agreement dated as of the
date hereof (the "Amendment") among Agent, the Lenders signatory thereto and
Borrower, the Loan Agreement has been amended in accordance with the terms and
conditions of the Amendment.
The undersigned hereby (i) acknowledges and reaffirms all of
its obligations and undertakings under the Guarantee, and (ii) acknowledges and
agrees that subsequent to, and taking into account all of the terms and
conditions of the Amendment, the Guarantee is and shall remain in full force and
effect in accordance with the terms thereof.
DEFLECTO CANADA LTD.
By:
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Title:
--------------------------------
REAFFIRMATION OF GUARANTY
February __, 2004
Congress Financial Corporation (Central),
as Agent
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Guarantee
Please refer to (1) the Loan and Security Agreement dated as
of August 16, 2001 (as amended, supplemented, restated or otherwise modified
from time to time, the "Loan Agreement"), among JII LLC, a Delaware limited
liability company ("Borrower"), the lenders party thereto (the "Lenders") and
Congress Financial Corporation (Central), as agent ("Agent") for the Lenders,
and (2) the Guarantee dated August 16, 2001 (the "Guarantee") by the undersigned
in favor of Agent. Pursuant to Amendment No. 5 to Loan Agreement dated as of the
date hereof (the "Amendment") among Agent, the Lenders signatory thereto and the
Borrower, the Loan Agreement has been amended in accordance with the terms and
conditions of the Amendment.
The undersigned hereby (i) acknowledges and reaffirms all of
its obligations and undertakings under the Guarantee, and (ii) acknowledges and
agrees that subsequent to, and taking into account all of the terms and
conditions of the Amendment, the Guarantee is and shall remain in full force and
effect in accordance with the terms thereof.
INSTACHANGE DISPLAYS LIMITED
By:
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Title:
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