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EXHIBIT 1
FIRST AMENDMENT TO PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO PLEDGE AGREEMENT (this "Amendment") is made as
of this 1st day of September 1998, by and among APPLIED PRINTING TECHNOLOGIES,
L.P., a Delaware limited partnership with its chief executive offices at 00
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Borrower"), and BANKBOSTON,
N.A., a national banking association with its head office at 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
RECITALS
1. The Bank has made loans, extensions of credit and other financial
accommodations to the Borrower pursuant to a letter agreement dated as of
November 12, 1997 by and between the Bank and the Borrower (as amended, the
"Line Agreement"), which loans, extensions of credit and other financial
accommodations are secured by a Pledge Agreement dated as of November 12,1997 by
and between the Bank and the Borrower (as amended, the "Pledge Agreement").
2. The Pledge Agreement by its terms requires the Borrower to maintain
at all times Pledged Collateral, the market value of which is at least equal to
the Minimum Value.
3. The market value of the Pledged Collateral is now less than the
Minimum Value, and, in accordance with Section 4.7 of the Pledge Agreement, the
Borrower wishes to pledge additional Pledged Collateral.
NOW, THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Unless otherwise defined herein, all capitalized words
and phrases used in this Amendment shall have the same meanings as are
specifically set forth in the Pledge Agreement or the Line Agreement.
2. Amendments to the Pledge Agreement.
(a) Section 1. Section 1 is hereby amended by deleting
therefrom the amount "1,500,000" in the eighth line of such section,
and by substituting in lieu thereof the word "certain."
(b) Section 4.7. Section 4.7 is hereby amended by adding at
the end thereof the following new sentence:
Any such pledge of additional Pledged Collateral may be
evidenced by the submission by the Pledgor of a revised
Schedule A showing the additional shares pledged, together
with a Stock Certificate or
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Certificates evidencing the additional Pledged Collateral, and
a stock powers executed in blank with respect thereto.
(c) Schedule A Schedule A is hereby deleted, and Schedule A
attached hereto is hereby substituted in lieu thereof.
3. Acknowledgment of the Borrower. The Borrower hereby acknowledges and
agrees that: (a) the Borrower has no defense, offset or counterclaim with
respect to the payment of any sum owed to the Bank, or with respect to the
performance or observance of any warranty or covenant contained in the Pledge
Agreement; and (b) the Bank has performed all obligations and duties owed to the
Borrower through the date hereof.
4. Representations and Warranties. To induce the Bank to amend the
Pledge Agreement and to consider making future Loans under the Line Agreement,
the Borrower represents and warrants to the Bank that:
(a) Representations and Warranties. On the date hereof, the
representations and warranties set forth in the Pledge Agreement (as
modified by this Amendment) are true and correct, with the same effect
as though such representations and warranties had been made on the date
hereof, except to the extent that such representations and warranties
expressly relate to an earlier date.
(b) Corporate Authority. The Borrower has full power and
authority to consummate this Amendment, which has been duly authorized
by all proper and necessary corporate action.
(c) Amendment as Binding Agreement. This Amendment constitutes
the valid and legally binding obligation of the Borrower fully
enforceable against the Borrower in accordance with its terms, except
to the extent such enforceability may be limited by the effects of
insolvency, bankruptcy, fraudulent conveyance, reorganization,
moratorium and similar laws affecting the rights of creditors
generally, and general equitable principles, whether or not considered
in a proceeding in equity.
5. Effectiveness of This Amendment. The amendments set forth above
shall become effective as of the date of this Amendment only upon the
satisfaction of the following conditions precedent:
(a) Receipt of Documents. The Bank shall have received the
original copies of this Amendment, a UCC-1 for the State of New Jersey,
a Stock Powers, and a revised Schedule A, each duly executed by the
Borrower, as appropriate.
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(b) Other. Such other documents as the Bank may reasonably
request.
6. Effect on Pledge Agreement and Other Documents. Except as
specifically amended hereby, the terms and provisions of the Pledge Agreement
are in all other respects ratified and confirmed and remain in full force and
effect. All references in the Line Agreement and the Note to the Pledge
Agreement or any other document, instrument or agreement executed or delivered
in connection therewith shall be deemed to refer to the Pledge Agreement as
modified hereby. No reference to this Amendment need be made in any notice,
writing or other communication relating to the Pledge Agreement, any such
reference to the Pledge Agreement to be deemed a reference thereto as amended by
this Amendment.
7. Governing Law. This Amendment shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts, without regard to
the conflict of laws principles thereof.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed original and all of which taken
together shall constitute one and the same Amendment.
9. No Custom. This Agreement shall not establish a custom or course of
dealing or waive, limit or condition the rights and remedies of the Bank under
the Pledge Agreement, the Line Agreement or the Note, all of which are expressly
reserved.
10. Severability. If any provision of this Amendment or the application
thereof to any party or circumstance is held to be invalid or unenforceable, the
remainder of this Amendment and the application of such provision to other
parties and circumstances will not be affected thereby, the provisions of this
Amendment being severable in any such instance.
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IN WITNESS WHEREOF, the Borrower has caused this Amendment to be duly
executed by its duly authorized officer and the Bank has caused this Amendment
to be executed by its duly authorized officer, all as of the date and year first
above written.
APPLIED PRINTING TECHNOLOGIES, L.P.
By: APPLIED PRINTING TECHNOLOGIES, INC., its
General Partner
By:/s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Its: Vice President and Chief Financial Officer
BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Director
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SCHEDULE A
PLEDGED COLLATERAL
Issuer Class Certificate Number Number of Shares
Applied Graphics Common 72 1,500,000
Technologies, Inc.
Common 188 100,000
Common 189 100,000
Common 190 100,000
Common 191 100,000
Common 216 1,000,000
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