FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement ("Amendment") is made this
30th day of March, 2001, by and among Phoenix Color Corp. ("Phoenix"), a
Delaware corporation, PCC Express, Inc. ("PCC"), a Delaware corporation, Phoenix
(MD.) Realty, LCC ("Realty"), a Maryland limited liability company, and
TechniGraphix, Inc. ("TechniGraphix"), a Maryland corporation (singly a
"Borrower" and collectively, "Borrowers"), the lending institutions listed from
time to time on Schedule A to the Credit Agreement (as defined below) (singly, a
"Lender" and collectively, "Lender"), First Union National Bank, a national
banking association, as issuer of letters of credit (in such capacity, "Issuer")
and First Union National Bank, as administrative agent for Issuer and Lenders
(in such capacity, "Agent").
BACKGROUND
A. Borrowers, Agent, Issuer and Lenders are parties to a Credit
Agreement dated September 15, 1998, as supplemented on February 12, 1999, and as
amended on March 31, 1999, March 23, 2000, and November 13, 2000 (collectively,
"Credit Agreement"), pursuant to which certain financing arrangements were
established for the benefit of Borrowers. All capitalized terms not otherwise
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.
B. Borrowers have requested that Agent, Issuer and Lenders modify,
in certain respects, the Credit Agreement and Agent, Issuer and Lenders have
agreed to make such modifications, all as more fully set forth herein and
subject to the terms and conditions hereof.
NOW, THEREFORE, with the foregoing Background incorporated by
reference herein and made part hereof, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Amendments to Credit Agreement.
a. Affirmation of Reserve. Borrowers hereby reaffirm the
imposition of the reserve against the Borrowing Base
described in that certain Letter Agreement dated August 9,
2000, among Borrowers, Agent, Issuer and Lender.
b. Revolving Credit Maturity Date. The definition of Revolving
Credit Maturity Date is hereby extended to March 31, 2002,
provided however, if Borrowers' independent public
accountant does not issue a clean opinion for the period
ending December 31, 2000, such Revolving Credit Maturity
Date shall mean September 30, 2001.
c. Financial Covenants. Sections 6.8(a),(b),(c), and (d) are
hereby amended by deleting the date 9/30/01 where it appears
in each "Period" and replacing it with the date 3/31/02.
2. Effectiveness Conditions. This Amendment shall become effective
upon the satisfactory completion, as determined by Agent in its
discretion, of the following conditions ("Effectiveness
Conditions") (all documents to be in form and substance
satisfactory to Agent):
a. Execution of this Amendment.
b. Certified copies of resolutions of each Borrower authorizing
the execution, delivery and performance of this Amendment.
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c. Payment to Agent (for ratable benefit of Lenders) of a
non-refundable amendment fee of $37,500.
3. Use of Proceeds. Borrowers have advised Agent and Lender that the
proposed construction of a 50,000 square foot warehouse at the
Maryland facility will not occur. Consequently, Agent and
Lender's consent, pursuant to Section 3 of the Third Amendment to
Credit Agreement, is revoked and of no further force and effect.
4. Representations and Warranties. Each Borrower warrants and
represents to Agent, Issuer and Lenders that:
a. Prior Representations. As of the date of this Amendment, all
warranties and representations set forth in the Credit
Agreement and Loan Documents are true and correct in all
material respects, both before and after giving effect to
this Amendment.
b. No Default. After giving effect to this Amendment, no
Default or Event of Default is outstanding or would exist
after giving effect to this Amendment.
5. Incorporation into Existing Loan Documents. The parties
acknowledge and agree that this Amendment is incorporated into
and made part of the Credit Agreement and Loan Documents, the
terms and provisions of which, unless expressly modified herein,
are hereby ratified and confirmed and continue unchanged and in
full force and effect. Any future reference to the Credit
Agreement or Loan Documents shall mean the Credit Agreement or
Loan Documents as amended hereby. To the extent that any term or
provision of this Amendment is or may be deemed expressly
inconsistent with any term or provision in the Loan Documents,
the terms and provisions hereof shall control.
6. Miscellaneous.
a. Headings. The headings of any paragraph of this Amendment
are for convenience only and shall not be used to interpret
any provision hereof.
b. Other Instruments. Each Borrower shall execute any other
documents, instruments and writings, in form and substance
satisfactory to Agent, as Agent may reasonably request, to
carry out the intentions of the parties hereunder.
c. Modifications. No modification hereof or any agreement
referred to herein shall be binding or enforceable unless in
writing and signed on behalf of the party against whom
enforcement is sought.
d. Governing Law. The terms and conditions of this Amendment
shall be governed by and construed in accordance with the
substantive laws of the Commonwealth of Pennsylvania without
regard to its otherwise applicable principles of conflicts
and laws.
e. Counterparts. This Amendment may be executed in counterpart
all, of which counterparts taken together shall constitute
one completed fully executed document. A photocopied or
facsimile signature shall be deemed to be the functional
equivalent of a manually executed original for all purposes.
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IN WITNESS WHEREOF, the parties have executed this Amendment the day
and year First above written.
First Union National Bank, as Agent, Phoenix Color Corp.
Issuer, and Lender
By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------- ----------------------------
Name: Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxx
-------------------------------- ----------------------------
Title: Vice President Title: Chief Financial Officer
-------------------------------- ----------------------------
PCC Express, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Chief Financial Officer
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Phoenix (MD.) Realty, LLC
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxxxx
----------------------------
Title: Chief Financial Officer
----------------------------
TechniGraphix, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
----------------------------
Title: Chief Financial Officer
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