ANNEX A
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to Subsidiaries Guaranty
SUPPLEMENT TO SUBSIDIARIES GUARANTEE
SUPPLEMENT, dated as of (this
"Supplement"), made by , a
corporation (the "Additional Guarantor"), in favor of CANADIAN IMPERIAL BANK OF
COMMERCE as administrative agent (in such capacity, the "Administrative Agent")
for the Lenders (the "Lenders") and Canadian Imperial Bank Of Commerce as issuer
of the Letters of Credit (as defined in the Credit Agreement referenced below)
(in such capacity, the "Issuing Lender") parties to the Credit Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in the Credit Agreement.
RECITALS
WHEREAS, reference is hereby made to that certain Credit Agreement,
dated as of March , 1998, among Unidigital Inc. (the "Borrower"), the
Administrative Agent, the Lenders and the Issuing Lender (as amended,
supplemented or otherwise modified as of the date hereof, the "Credit
Agreement");
WHEREAS, in connection with the Credit Agreement, the Subsidiaries of
the Borrower (other then the Additional Guarantor) (collectively the
"Guarantors" and each a "Guarantor") have entered into the Subsidiaries
Guarantee, dated as of March , 1998, in favor of the Administrative Agent for
the ratable benefit of Lenders and the Issuing Lender (as amended, supplemented
or otherwise modified as of the date hereof, the "Subsidiaries Guarantee");
WHEREAS, Section 9.9 of the Credit Agreement requires that should the
Borrower at any time acquire or form any Subsidiary, such Subsidiary shall
become party to the Subsidiaries Guarantee and the Subsidiaries Security
Agreement;
WHEREAS, the Additional Guarantor has agreed to execute and deliver
this Supplement in order to become a party to the Subsidiaries Guarantee.
NOW, THEREFORE, IT IS AGREED:
1. Subsidiaries Guarantee. By executing and delivering this Supplement,
the Additional Guarantor, as provided in Section 26 of the Subsidiaries
Guarantee, hereby becomes a party to the Subsidiaries Guarantee as a Guarantor
thereunder with the same force and effect as if originally named therein as a
Guarantor and, without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Guarantor thereunder. The
Additional Guarantor hereby represents and warrants the each of the
representations and warranties contained in Section of the Subsidiaries
Guarantee is true and
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correct on and as of the date hereof (after giving effect to this Supplement) as
if made on and as of such date.
2. Governing Law. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Supplement
to be duly executed and delivered as of the date first above written.
[NAME OF ADDITIONAL GUARANTOR],
a corporation
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By:
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Name:
Title:
