Fourth Amendment to Credit Agreement among Phoenix Color Corp., Affiliates, and First Union National Bank
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Summary
This amendment updates the existing credit agreement between Phoenix Color Corp., its affiliates, and First Union National Bank. It extends the maturity date of the revolving credit facility, modifies certain financial covenants, and reaffirms a reserve against the borrowing base. The amendment becomes effective once specific conditions are met, including payment of a fee and delivery of authorizing resolutions. The planned warehouse construction at the Maryland facility will not proceed, and prior consent for it is revoked. All other terms of the original agreement remain in effect unless specifically changed by this amendment.
EX-10.4(E) 2 0002.txt EXHIBIT 10.4 (E) FOURTH AMEND TO CREDIT AGREEMENT 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. 1 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. 2 IN WITNESS WHEREOF, the parties have executed this Amendment the day and year First above written.
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