FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement ("Amendment") is made this 14th
day of August, 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, "Lenders"), 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 amended or otherwise modified from time to time,
the "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.
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a. The definition of "Applicable Margin," "Borrowing Base" and
"Revolving Credit Maturity Date" set forth in Section 1.1 of the Credit
Agreement are hereby deleted in their entirety and replaced with the
following new definitions:
"Applicable Margin" - A marginal rate of interest which is added to
the Adjusted LIBOR Rate or Base Rate, as the case may be, to determine
the effective rate of interest on LIBOR Rate Loans or Base Rate Loans,
as the case may be. Until the Quarterly Compliance Certificate for the
period ended June 30, 2001 is delivered to Agent and Lenders, the
Applicable Margin (i) for LIBOR Rate Loans shall be 3% and (ii) for
Base Rate Loans shall be 0.5%. Thereafter, the Applicable Margin for
LIBOR Rate Loans and Base Rate Loans, as the case may be, shall be the
percentage amount set forth below under the caption Applicable Margin
opposite the relevant Fixed Charge Coverage Ratio:
Applicable Margin
Fixed Charge Coverage ----------------------------------
Ratio: Base Rate Loans LIBOR Rate Loans
-------------------------------------------- --------------- ----------------
Greater than or equal to 0.75 to 1.0 but
less than 1.50 to 1.0 ...................... .50% 3.00%
Greater than or equal to 1.50 to 1.0 but
less than 2.00 to 1.0 ...................... .25% 2.75%
Greater than or equal to 2.00 to 1.0 but
less than 2.50 to 1.0 ...................... 0.00% 2.50%
Greater than or equal to 2.50 to 1.0 ....... 0.00% 2.25%
The Applicable Margin shall be adjusted five (5) Business Days after
receipt of the Quarterly Compliance Certificate. At any time that such
Quarterly Compliance Certificate is required to be delivered under the
terms of this Agreement and is not so delivered, then the Applicable
Margin shall be the highest rate specified for the subject Type of
Loan until the Quarterly Compliance Certificate is so delivered.
"Borrowing Base" - As of any date of determination, the sum of: (a)
eighty-five percent (85%) of Eligible Accounts, plus (b) the lesser of
(i) Three Million Dollars ($3,000,000) and (ii) (A) fifty-five percent
(55%) of that portion of Eligible Inventory comprised of paper raw
material, plus (B) fifty percent (50%) of that portion of Eligible
Inventory comprised of ink raw material (such portions of Eligible
Inventory to be separately reported by Borrowers on the Borrowing
Certificate), plus (C) thirty-five percent (35%) of that portion of
Eligible Inventory comprised of raw material other than paper raw
material and ink raw material, plus (c) the Equipment Availability,
minus (d) reserves established by Agent from time to time (including
but not limited to semi-annual bond interest payment reserve and
customer rebate reserve). If Borrowers implement a perpetual inventory
system that is reasonably satisfactory to Agent (as indicated in
writing by Agent to Phoenix), then the percentage set forth in clause
(b)(ii)(A) shall increase from fifty-five percent (55%) to sixty
percent (60%).
"Consolidated Capital Expenditures" - For any period, the
aggregate of all capital expenditures (including that portion of
Capitalized Lease Obligations incurred during that period) made by
Borrowers and their Subsidiaries during such period in respect of the
purchase, construction or other acquisition of fixed or capital assets
determined in accordance with GAAP; provided however, that commencing
January 1, 2002, "Consolidated Capital Expenditures" shall also
include the purchase price (determined as of the effective date of the
applicable operating lease) of all equipment of Borrowers and their
Subsidiaries subject to operating leases during such period. For the
purposes hereof, any deposits made by any Borrower or its Subsidiaries
for the purposes of acquiring or leasing fixed or capital assets shall
be deemed Consolidated Capital Expenditures.
"Revolving Credit Maturity Date" - August 1, 2004.
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b. The following new definitions shall be added (in alphabetical
order) to Section 1.1 of the Credit Agreement:
"Early Termination Fee" - Shall have the meaning set forth in Section
2.6(d).
"Eligible Fixed Assets" - The equipment listed on the Schedule of
Equipment to the extent such equipment is (a) in good working
condition, and (b) with respect to equipment which Borrowers propose
to purchase using proceeds of Advances under Equipment Availability,
free and clear of all Liens other than Permitted Liens after giving
effect to such purchase.
"Equipment Advance Fee" - Shall have the meaning set forth in Section
2.6(e).
"Equipment Availability" - Shall mean (a) as of the effective date of
the Fifth Amendment, Two Million Dollars ($2,000,000), plus (b) as of
any date of determination after the effective date of the Fifth
Amendment, (i) with respect to Eligible Fixed Assets which Borrowers
propose to purchase "off lease," an amount equal to the outstanding
balance of the purchase price of such Eligible Fixed Assets, and (ii)
with respect to Eligible Fixed Assets which Borrowers propose to lease
pursuant to one or more operating leases, an amount reasonably
satisfactory to Agent to be held as a security deposit by the lessor
thereof; provided, however, that the aggregate amount of Advances
under this clause (b) shall not at any time exceed Four Million
Dollars ($4,000,000). The aggregate amount of Equipment Availability
shall reduce by (x) One Hundred Thousand Dollars ($100,000) per month
for each month commencing February 1, 2002 for the first twelve (12)
months, and, commencing February 1, 2003, Two Hundred Thousand Dollars
($200,000) per month for each month thereafter, and (y) if all or any
portion of a security deposit financed under clause (b)(ii) shall be
returned to Borrowers, an amount equal to the returned portion of such
security deposit.
"Excess Availability" - As of any date of determination, an amount
equal to the difference of (a) the Borrowing Base, minus (b) the
amount of the Advances and extensions of credit requested to be made
as of such date, minus (c) all sums owing to trade creditors which
remain outstanding beyond normal trade terms.
"Fifth Amendment" - That certain Fifth Amendment to Credit Agreement
dated as of August 14, 2001, by and among Borrowers, Agent, Lenders
and Issuer.
"Fixed Charges" - For any measurement period, the sum of (a)
Consolidated Interest Expense, plus (b) scheduled payments of
principal of all Indebtedness of Borrowers during the next succeeding
12 month period such period (including, without limitation, that
portion of any Capitalized Lease Obligations attributable to principal
amortization in
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accordance with GAAP), plus, (c) tax payments of Borrowers for such
period (reduced, however, by any cash tax refunds received by
Borrowers during such period).
"Fixed Charge Coverage Ratio" - For any measurement period, the ratio
obtained by dividing (a) an amount equal to (i) EBITDA, minus (ii)
non-financed Consolidated Capital Expenditures (which shall in all
events exclude Consolidated Capital Expenditures for which Advances
are made against Equipment Availability), minus (iii) Distributions to
shareholders of Phoenix, minus (iv) loans and advances made to, or
capital contributions and investments made in, any Person other than a
Borrower by a Borrower, minus (v) purchases made of intangibles assets
by (b) Fixed Charges, all as determined on a consolidated basis for
Borrowers in accordance with GAAP.
"Schedule of Equipment" - That certain schedule of equipment delivered
in connection with the Fifth Amendment, which sets forth in sufficient
detail (subject to Agent's satisfaction) certain items of equipment of
Borrowers subject to capital equipment leases as of such date which
Borrowers desire to finance under the Revolving Credit or,
alternatively, lease pursuant to converted operating leases (subject
to Section 6.12 herein), together with the following information for
each such item of equipment: (a) full purchase price, (b) outstanding
balance of purchase price as of the date hereof and/or (c) amount of
security deposit, as applicable. c. Section 2.6(a) of the Credit
Agreement is amended by deleting the table describing the calculation
of the Unused Fee based upon the Total Leverage Ratio and replacing it
with the following new table:
Fixed Charge Coverage Unused Fee
---------------------------------------- ----------
Greater than or equal to 0.75 to 1.0 but
less than 1.50 to 1.0 .................. 0.50%
Greater than or equal to 1.50 to 1.0 but
less than 2.00 to 1.0 .................. 0.50%
Greater than or equal to 2.00 to 1.0 but
less than 2.50 to 1.0 .................. 0.50%
Greater than or equal to 2.50 to 1.0 ... 0.375%
d. Section 2.6 of the Credit Agreement is amended by adding new
subsections (d) and (e) which shall read as follows:
"(d) Should the Revolving Credit terminate for any reason prior to the
last day of the Revolving Credit Maturity Date, in addition to
repayment of all Loan Obligations then outstanding and termination of
Lenders' commitment hereunder, Borrowers shall unconditionally be
obligated to pay at the time of such termination, a fee (the "Early
Termination Fee") to Agent, for the respective accounts of Lenders, in
an amount equal to the following percentage of the Maximum Revolving
Credit Amount:
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two percent (2.0%), if such early termination occurs on or prior to
August 1, 2002; one percent (1%) if such early termination occurs
after August 1, 2002 and on or prior to August 1, 2003; and
one-quarter of one percent (0.25%) if such early termination occurs
after August 1, 2003 and prior to August 1, 2004; provided, however,
that Lenders agree to waive the Early Termination Fee if repayment in
full of all outstanding Obligations is funded from the proceeds of a
sale of the stock or assets of Phoenix, or a debt or equity issuance,
for which First Union National Bank (or an affiliate of First Union
National Bank) is the investment banker or underwriter. Each Borrower
acknowledges that the Early Termination Fee is an estimate of Lenders'
damages in the event of early termination and is not a penalty. In the
event of any proposed termination of the Revolving Credit Facility by
Borrowers, all of the Loan Obligations shall be immediately due and
payable upon the termination date stated in any notice of termination.
All undertakings, agreements, covenants, warranties and
representations of Borrowers contained in the Loan Documents shall
survive any such termination, and Agent and Lenders shall retain their
liens in the Collateral and all of its rights and remedies under the
Loan Documents notwithstanding such termination until Borrowers have
paid the Loan Obligations to Agent and Lenders, in full, in
immediately available funds, together with the applicable Early
Termination Fee. Notwithstanding the payment in full of the
Obligations, Agent and Lenders shall not be required to terminate
their security interests in the Collateral unless, with respect to any
loss or damage Agent or any Lender may incur as a result of dishonored
checks or other items of payment received by Agent or any Lender from
Borrowers or any Account Debtor and applied to the Loan Obligations,
Agent and Lenders shall, at their option, have received a written
agreement executed by Borrowers and by any Person whose loans or other
advances to Borrowers are used in whole or in part to satisfy the Loan
Obligations, indemnifying Agent and Lenders from any such loss or
damage.
(e) Borrowers shall be unconditionally obligated to pay to Agent, for
the respective accounts of Lenders, an equipment advance fee (the
"Equipment Advance Fee") in the amount of Forty Thousand Dollars
($40,000), which shall be payable as follows: (i) Twenty Thousand
Dollars ($20,000) upon the drawing of the initial Advance based upon
the Equipment Availability, and (ii) Twenty Thousand Dollars on such
date that the aggregate amount of all Advances made pursuant to
Equipment Availability is equal to or greater than Two Million Dollars
($2,000,000).
e. Section 2.7 of the Credit Agreement is amended and restated in its
entirety as follows:
"2.7 Use of Proceeds: The extensions of credit under and proceeds of
the Revolving Credit shall be used (i) for general corporate purposes,
including but not limited to, working capital, (ii) to fund (a) final
payments due on Eligible Fixed Assets upon Phoenix's certification to
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Agent that the underlying capital equipment leases are not converted
to operating leases and (b) security deposits to be held by lessors
for Eligible Fixed Assets which Borrowers lease pursuant to one or
more operating leases (in either case, subject to the limitations in
Section 6.12 herein), and (iii) for the issuance of Letters of Credit.
f. Section 2 of the Credit Agreement is hereby amended by adding a new
Section 2.12 which shall read as follows:
"2.12 Mandatory Prepayments. On each date upon which any lessor of
Eligible Fixed Assets returns all or any portion of a security deposit
financed by Borrowers under the Equipment Availability, Borrower shall make
a mandatory prepayment of the Loan Obligations in amount equal to 100% of
returned portion of such security deposit."
g. Sections 5.8(a), (b), and (c) of the Credit Agreement are hereby
amended by deleting all requirements pertaining to "Total Leverage Ratio,"
"Interest Coverage Ratio" and "Minimum Consolidated EBITDA" contained in
said sections for any fiscal period ending on or after June 30, 2001.
h. Section 5.8(d) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(d) Borrowers shall not expend for Consolidated Capital Expenditures
an amount greater than Five Million Dollars ($5,000,000) less the net
cash proceeds received by Borrowers from any equipment sale during the
applicable period, during any rolling four quarter period measured on
the last day of each quarter commencing September 30, 2001, except
that the measurement at September 30, 2001 shall be based on a the
preceding nine month period then ended; provided however, to the
extent that Eligible Fixed Assets are financed under the Revolving
Credit during a fiscal period, the "Maximum Amount" in the foregoing
table with respect to such fiscal period shall increase by an amount
equal to the Advance attributable to such equipment.
i. Section 5.8 of the Credit Agreement is hereby amended by adding a
new subsection (e) which shall read as follows:
"(e) Fixed Charge Coverage Ratio: Borrowers shall have and maintain a
Fixed Charge Coverage Ratio of not less than the following during the
following periods (measured quarterly on a rolling four quarter basis
on the last day of each quarter except that the measurement at
September 30, 2001 shall be based on a the preceding nine month period
then ended):
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Period: Maximum Ratio:
----------------------- --------------
9/30/01 0.75 to 1.0
12/31/01 0.90 to 1.0
3/31/02 1.0 to 1.0
6/30/02 1.0 to 1.0
12/31/02 and thereafter 1.2 to 1.0
j. Section 5.9(a)(iv) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(iv) within sixty (60) days after each fiscal year end, consolidated
projections of Borrower's earnings for the then current fiscal year;
and a comparison of actual results to the projections for the just
completed fiscal year;"
k. Section 5 of the Credit Agreement is hereby amended by adding new
Sections 5.21 and 5.22 which shall read as follows:
"5.21 Excess Availability: Borrowers shall maintain Excess
Availability of at least One Million Dollars ($1,000,000.00) at all
times.
5.22 Fixed Asset Appraisals: Borrowers shall, upon the request of
Agent, obtain, at Borrower's cost and expense, and deliver to Agent
one or more written appraisals of Borrowers' real estate and/or
equipment prepared, in either event, by an appraisal firm acceptable
to Agent."
l. Section 6.6 of the Credit Agreement is hereby amended and restated
in its entirety as follows:
"6.6 Distributions and Bonuses: No Borrower shall: (a) declare or pay
or make any forms of Distributions to its shareholders, their
successors or assigns other than (i) dividends to Phoenix by a
Subsidiary of Phoenix; (ii) loans or advances to any shareholder that
is also an employee of such Borrower which loans or advances do not
exceed in the aggregate as to all shareholders at any one time Five
Hundred Thousand Dollars ($500,000); or (b) during any fiscal year of
Borrowers, increase current compensation to any key employee (as
identified in Phoenix's annual 10-K report) by an amount that exceeds
five percent (5%) of such employee's compensation for the immediately
preceding fiscal year (other than participation in any stock option or
non-cash incentive plans)."
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m. Section 6 of the Credit Agreement is hereby amended by adding a new
subsection 6.12 which shall read as follows:
"6.12 Operating Leases: Through December 31, 2001, Borrowers shall not
enter into any operating leases for any equipment other than operating
leases for Eligible Fixed Assets."
2. Waiver. Borrowers have failed to comply with the requirements of the
Credit Agreement and the following Events of Default has occurred (such Events
of Default for the period so referenced are collectively referred to as the
"Existing Defaults"): Borrowers' noncompliance with the financial covenants set
forth in Sections 5.8(a) (Total Leverage Ratio), (b) (Interest Coverage Ratio)
and (c) (Minimum Consolidated EBITDA) of the Credit Agreement, in each case for
the fiscal quarter ending June 30, 2001, and the default under Section 6.6 of
the Credit Agreement arising from Phoenix's payment of a portion of the declared
Permitted Bonus during the fiscal quarter ending June 30, 2001. Borrowers have
requested that Agent and Lenders waive the Existing Defaults. Upon the
effectiveness of this Amendment, Agent and Lenders hereby waive the Existing
Defaults. The waiver of the Existing Defaults shall not constitute a waiver of
any other Default or Event of Default. Nothing contained herein shall obligate
Agent or Lenders to grant any future waiver of any other Default or Event of
Default or be deemed to constitute a course of conduct.
3. Revised Article 9. Borrowers acknowledge that revised Article 9 of the
Uniform Commercial Code ("Revised Article 9") became effective July 1, 2001 (or
will be effective hereafter) in one or more jurisdictions applicable to the
transactions contemplated by the Loan Documents. Borrowers further acknowledge
and agree that (a) all references to the "UCC," the "Uniform Commercial Code" or
any section(s) thereof in the Loan Documents shall be deemed to be references to
Revised Article 9 as enacted and in effect from time to time in the Commonwealth
of Pennsylvania or the corresponding section(s) thereof, as applicable, and (b)
if the description of the Collateral and related terms contained in one or more
the Loan Documents encompass categories, types or definitions of collateral
contained in former Article 9 of the Uniform Commercial Code, and if such
categories, types or definitions are given broader meanings under Revised
Article 9, then all such categories, types and definitions encompassed in the
description of the Collateral and related terms in the Loan Documents shall have
the meanings ascribed thereto under Revised Article 9. In furtherance of the
foregoing, Borrowers agree that from time to time, at the cost and expense of
Borrowers, Borrowers will promptly execute and deliver all further instruments
and documents, and take all further action, that the Agent (on behalf of Lenders
and Issuer) may reasonably request, in order to perfect and protect any pledge,
assignment or security interest granted or purported to be granted under the
Loan Documents or to enable the Agent (on behalf of Lenders and Issuer) to
exercise and enforce its rights and remedies thereunder with respect to any
Collateral.
4. 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 and delivery by all parties of this Amendment;
b. Delivery of the Schedule of Equipment;
c. Delivery of all consents and approvals of the boards of directors,
shareholders and other applicable third parties necessary in connection
with this transaction shall have been obtained;
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d. No material adverse change shall have occurred in the business,
properties, operations or condition (financial or otherwise) of the
Borrowers;
e. There shall be no pending or threatened litigation, bankruptcy or
insolvency, injunction, order or claim which, if adversely decided, would
have a material adverse effect with respect to the Borrowers;
f. After giving effect to Section 2 of this Agreement, no Default or
Event of Default exists;
g. Delivery of evidence of proper levels of insurance;
h. Receipt of all appropriate filings, UCC Searches, etc;
i. Receipt of appraisal of machinery and equipment by an appraiser
satisfactory to Lender, with a minimum orderly liquidation value of
$31,000,000;
j. Receipt of legal opinion of Borrower's counsel (including, without
limitation, that the execution, delivery and performance by Borrowers of
this Amendment does not constitute a violation of, or otherwise conflict
with, the Subordinated Note Indenture);
k. Receipt of executed landlord waiver for Hagerstown warehouse;
l. Receipt of evidence of insurance naming Agent as "lender loss
payee";
m. Payment to Agent (for ratable benefit of Lenders) of a
non-refundable amendment fee equal to 0.375% of the Maximum Revolving
Credit Amount;
n. Payment of expenses; and
o. Execution and delivery of all other agreements, instruments,
certificates and documents reasonably requested by Agent or Lenders in
connection with this Amendment.
5. 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.
6. 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.
7. Miscellaneous.
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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. Third Party Rights. No rights are intended to be created hereunder for
the benefit of any third party donee, creditor, or incidental beneficiary.
e. 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.
f. 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.
g. WAIVER OF JURY TRIAL. BORROWERS, AGENT, ISSUER AND LENDERS, BY THEIR
EXECUTION OF THIS AMENDMENT, EACH REAFFIRM THEIR WAIVER OF THE RIGHT TO TRIAL BY
JURY IN ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT
OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------
Title: Vice President Title: Chief Financial Officer
-------------------------------- ----------------------------
PCC Express, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Title: Chief Financial Officer
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Phoenix (MD.) Realty, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Title: Chief Financial Officer
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TechniGraphix, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Title: Chief Financial Officer
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