EXHIBIT 10-15
AMENDMENT, MODIFICATION AND WAIVER AGREEMENT
THIS AGREEMENT, dated March 8, 1996 is made by and between ARTISTIC
GREETINGS INCORPORATED, a Delaware Corporation (the "Borrower") and MARINE
MIDLAND BANK, a New York Banking Corporation (the "Bank").
R E C I T A L S:
WHEREAS, the Bank and the Borrower have entered into a Revolving Credit
Agreement dated the date hereof (the "Revolving Credit Agreement"), in
connection with which the Bank has agreed to waive certain defaults under,
and to amend and modify, certain other agreements between the Bank and the
Borrower.
WHEREAS, the Bank and the Borrower desire to enter into this agreement
to set forth the Bank's waivers of certain defaults and to provide for
amendments of certain other agreements.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms
shall have the meaning given to them in the Revolving Credit Agreement.
"1991 EQUIPMENT SECURITY AGREEMENT" means that certain Security
Agreement dated August 16, 1991, between the Borrower and the Bank, a copy
of which is attached to the Revolving Credit Agreement as a part of Exhibit
I.
"1991 TERM LOAN AGREEMENT" means that certain Commercial
Installment Loan Agreement dated August 16, 1991, between the Borrower and
the Bank, a copy of which is attached to the Revolving Credit Agreement as
a part of Exhibit I.
"1991 MORTGAGE LOAN AGREEMENT" means that certain loan agreement
dated August 16, 1991 between the Borrower and the Bank, a copy of which is
attached to the Revolving Credit Agreement as a part of Exhibit I.
"1991 MORTGAGE" means that certain mortgage dated August 16, 1991
between the Borrower and the Bank, a copy of which is attached to the
Revolving Credit Agreement as a part of Exhibit I.
"1995 EQUIPMENT SECURITY AGREEMENT" means that certain Security
Agreement dated March 29, 1995,between the Borrower and the Bank, a copy of
which is attached to the Revolving Credit Agreement as a part of Exhibit I.
"1995 TERM LOAN AGREEMENT" means that certain Commercial
Installment Loan Agreement dated March 25, 1995, between the Borrower and
the Bank, a copy of which is attached to the Revolving Credit Agreement as
a part of Exhibit I.
"EQUIPMENT SECURITY AGREEMENTS" means the 1991 Equipment Security
Agreement and the 1995 Equipment Security Agreement.
"REIMBURSEMENT AGREEMENTS" means those agreements between the
Borrower and the Bank providing for, inter alia, reimbursement of the Bank
in the event of a draw under any of the Existing Letters of Credit.
"TERM LOAN AGREEMENTS" means the 1991 Term Loan Agreement and the
1995 Term Loan Agreement.
2. WAIVER OF DEFAULTS. The Bank hereby waives each of the following:
a. Through the date of this Agreement, the defaults arising under
paragraphs 3(a) and 4(a) of the Equipment Security Agreements by reason of
the Borrower's grant of a security interest in the Collateral to Chase.
b. Through March 31, 1996, the defaults under the Continuing Loan
Documents by reason of a breach or default by the Borrower under any
agreement with Chase.
c. Through the date of this Agreement, the defaults under the
Continuing Loan Documents by reason of the breach by the Borrower of any
financial or negative covenant contained therein.
d. Through the date of this Agreement, the defaults under the
Continuing Loan Documents as a result of the cross-default provisions being
triggered by any of the defaults waived above in subparagraphs a, b or c of
this paragraph.
3. WAIVER OF CERTAIN PROVISIONS. The Bank hereby waives, through the
earlier of the maturity of the Revolving Credit Loans (by acceleration or
otherwise) or the Termination Date of the Revolving Credit Agreement, the
Borrower's obligation to comply with Section IVB, Section VA and Section VC
of the 1991 Mortgage Loan Agreement.
4. CORRECTION OF NAME. The Bank and the Borrower hereby amend the
1995 Equipment Security Agreement by correcting the name of the Debtor from
"Artistic Greetings, Inc." to "Artistic Greetings Incorporated."
5. CHASE LIENS.
a. The Bank and the Borrower hereby amend paragraph 3(a) of the
Equipment Security Agreements by adding the following language at the end
of such paragraph:
", and except for any security interest of The Chase Manhattan
Bank, N.A. in the Collateral which Chase agrees is second in priority to
the Security Interest;"
b. The Bank and the Borrower hereby amend paragraph 4(a) of the
Equipment Security Agreements by deleting such paragraph and adding the
following language in its place:
"(a) will defend the Collateral against the claims and demands of
all other parties; will keep the Collateral free from all security
interests of other encumbrances, except the Security Interest and except as
specified in an appropriate schedule hereto and except for any security
interest of The Chase Manhattan Bank, N.A. in the Collateral which Chase
agrees is second in priority to the Security Interest; and will not sell,
transfer, lease, assign, deliver or otherwise dispose of any Collateral or
any interest therein without the prior written consent of Secured Party;"
6. NEGATIVE COVENANTS. The Bank and the Borrower hereby amend the
Term Loan Agreements by deleting paragraph 4. ("Negative Covenants") of
those loan agreements.
7. EVENTS OF DEFAULTS. The occurrence of an Event of Default under
the terms of the Revolving Credit Agreement shall constitute an Event of
Default under the Term Loan Agreements and the Equipment Security
Agreements whether or not the Revolving Credit Agreement is still in force
and effect.
8. RESERVATION OF RIGHTS. Except as expressly modified hereby, all of
the terms and conditions of the Continuing Loan Agreements shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written above.
ARTISTIC GREETINGS INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
MARINE MIDLAND BANK
By: /s/ Xxxxxxx X. Xxxx
