EXHIBIT 10(R)
SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this "Amendment") is entered into as of April __,
1999, among MULTIGRAPHICS, INC. f/k/a AM INTERNATIONAL, INC., a
Delaware corporation ("Multigraphics"), PUBLISHING SOLUTIONS INC., an
Ohio corporation ("PSI") and FOOTHILL CAPITAL CORPORATION ("Lender").
WHEREAS, Multigraphics, PSI and Lender are parties to that
certain Amended and Restated Loan and Security Agreement dated as of
February 19, 1998, which has previously been amended pursuant to a
certain First Amendment to Amended and Restated Loan and Security
Agreement dated as of July 30, 1998 (as amended, the "Loan Agreement");
and
WHEREAS, Multigraphics and PSI (collectively, "Borrowers")
have requested that Lender amend various provisions of the Loan
Agreement, and Lender has agreed to do so subject to the terms and
conditions contained herein;
NOW THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan
Agreement.
2. AMENDMENT TO LOAN AGREEMENT.
(a) SECTION 1.1. Clause (h) of the definition of the term "Eligible Trade
Accounts" contained in Section 1.1 of the Loan Agreement is hereby
amended and restated in its entirety, as follows:
"(h) Accounts of such Borrower with respect to an
Account Debtor whose total obligations owing to Borrowers
exceeds 10% of all Eligible Accounts, to the extent of the
obligations owing by such Account Debtor in excess of such
percentage; provided, that during the period commencing on
April 19, 1999 and ending on July 15, 1999, Accounts of [OFC
CAPITAL] shall be ineligible under this clause (h) only to the
extent that such Accounts exceed 20% of all Eligible
Accounts;"
3. RATIFICATION AND EFFECTIVENESS. This Amendment shall constitute an
amendment to the Loan Agreement and all of the Loan Documents as
appropriate to express the agreements contained herein. Upon proper
execution by Borrowers and Lender and payment by Borrowers to Lender of
an amendment fee in the amount of $5,000, this Amendment shall be
deemed to have been retroactively effective as of April 19, 1999. In
all other respects, the Loan Agreement and the Loan Documents shall
remain unchanged and in full force and effect in
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accordance with their original terms.
4. MISCELLANEOUS.
(a) WARRANTIES AND ABSENCE OF DEFAULTS. In order to induce Lender to enter
into this Amendment, each Borrower hereby warrants to Lender, as of the
date hereof, that:
(i) The warranties of each Borrower contained in the Loan
Agreement, as herein amended, are true and correct as of the
date hereof as if made on the date hereof.
(ii) All information, reports and other papers and data heretofore
furnished to Lender by either Borrower in connection with this
Amendment, the Loan Agreement and the other Loan Documents are
accurate and correct in all material respects and complete
insofar as may be necessary to give Lender true and accurate
knowledge of the subject matter thereof. Each Borrower has
disclosed to Lender every fact of which it is aware which
would reasonably be expected to materially and adversely
affect the business, operations or financial condition of
either Borrower or the ability of either Borrower to perform
its obligations under this Amendment, the Loan Agreement or
under any of the other Loan Documents. None of the information
furnished to Lender by or on behalf of either Borrower
contained any material misstatement of fact or omitted to
state a material fact or any fact necessary to make the
statements contained herein or therein not materially
misleading.
(iii) No Event of Default or event which, with giving of notice or
the passage of time, or both would become an Event of Default,
exists as of the date hereof.
(b) EXPENSES. Borrowers jointly and severally agree to pay on demand all
costs and expenses of Lender (including the reasonable fees and
expenses of outside counsel for Lender) in connection with the
preparation, negotiation, execution, delivery and administration of
this Amendment and all other instruments or documents provided for
herein or delivered or to be delivered hereunder or in connection
herewith. In addition, Borrowers jointly and severally agree to pay,
and save Lender harmless from all liability for, any stamp or other
taxes which may be payable in connection with the execution or delivery
of this Amendment or the Loan Agreement, as amended hereby, and the
execution and delivery of any instruments or documents provided for
herein or delivered or to be delivered hereunder or in connection
herewith. All obligations provided in this SECTION 4(b) shall survive
any termination of this Amendment and the Loan Agreement as amended
hereby.
(c) GOVERNING LAW. This Amendment shall be a contract made under and
governed by the internal laws of the State of California.
(d) COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate
counterparts, and each such counterpart, when executed and delivered,
shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Amendment.
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(e) REFERENCE TO LOAN AGREEMENT. On and after the effectiveness of the
amendment to the Loan Agreement accomplished hereby, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein"
or words of like import, and each reference to the Loan Agreement in
any Loan Documents, or other agreements, documents or other instruments
executed and delivered pursuant to the Loan Agreement, shall mean and
be a reference to the Loan Agreement, as amended by this Amendment.
(f) SUCCESSORS. This Amendment shall be binding upon each Borrower, Lender
and their respective successors and assigns, and shall inure to the
benefit of each Borrower, Lender and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized and delivered as of the date first above written.
MULTIGRAPHICS, INC. f/k/a
AM INTERNATIONAL, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its Vice President and CFO
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PUBLISHING SOLUTIONS INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its Vice President and CFO
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FOOTHILL CAPITAL CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its Vice President
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