SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT AND WAIVER
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER ("Amendment") is dated as of the 31st day of December, 1997, and
entered into among NU-KOTE HOLDINGS, INC., a Delaware corporation
("Holding"), NU-KOTE INTERNATIONAL, INC., a Delaware corporation ("Company"),
the Lenders signatory hereto, BARCLAYS BANK PLC, in its capacity as
documentation agent ("Documentation Agent") and NATIONSBANK OF TEXAS, N.A., a
national banking association, as administrative agent and collateral agent
(in such capacities, "Agent").
WITNESSETH:
WHEREAS, Holding, Company, Lenders, Documentation Agent and Agent
entered into a Second Amended and Restated Credit Agreement, dated as of July
31, 1997, as amended by First Amendment to Second Amended and Restated Credit
Agreement dated as of November 28, 1997 (as amended, the "Credit Agreement");
WHEREAS, Holding and Company have requested that Lenders (i) defer
the mandatory $2,500,000 reduction in the commitments of the lenders to lend
from January 2, 1998, until April 1, 1998, (ii) waive during the period
starting on December 31, 1997, to April 2, 1998, inclusive (the "Waiver
Period"), Holding and the Company's failure to comply with certain financial
covenants set forth in the Credit Agreement, and (iii) consent to an asset
sale and permit certain proceeds of such asset sale to be retained by the
Company for working capital purposes; and
WHEREAS, Lenders and Agent have agreed to grant the request of
Holding and Company and to modify the Credit Agreement upon the terms and
conditions set forth below.
NOW, THEREFORE, for valuable consideration hereby acknowledged,
Holding, Company, Lenders, Documentation Agent and Agent agree as follows:
SECTION 1. DEFINITIONS. Unless specifically defined or redefined
below, capitalized terms used herein shall have the meanings ascribed thereto
in the Credit Agreement.
SECTION 2. WAIVERS. Subject to the terms and conditions hereof,
Lenders hereby waive, but only during the Waiver Period, the Specified
Defaults (hereinafter defined); PROVIDED, HOWEVER, that Lenders' waiver of
the Specified Defaults and their rights and remedies as a result of the
occurrence thereof shall not constitute and shall not be deemed to constitute
a waiver of any other Event of Default, whether arising as a result of
further violations of any provision of the Credit Agreement previously
violated by Holding or Company, or a waiver of any rights and remedies
arising as a result of such other Events of Default. As used herein,
"SPECIFIED DEFAULTS" shall mean the failure of Holding and Company to observe
(i) the covenants set forth in Section 6.6A, Section 6.6B, Section 6.6C,
Section 6.6E, and Section 6.6H of the Credit Agreement for the fiscal quarter
ended December 31, 1997, and (ii) the covenants set forth in
Section 6.6F and Section 6.6G for the months ended December 31, 1997, January
31, 1998, and February 28, 1998. At the end of the Waiver Period, the waiver
of the Specified Defaults will automatically terminate.
SECTION 3. AMENDMENTS TO CREDIT AGREEMENT. Subject to the terms and
conditions hereof, the provisions of the Credit Agreement enumerated below
are amended as follows:
(a) Section 2.4A(ii) of the Credit Agreement is amended to read as follows:
The Company shall, promptly on the date of receipt of any Net Cash
Proceeds from any Asset Sale, prepay an aggregate principal amount of
the Revolving Credit Loans or Eurocurrency Loans as elected by Requisite
Lenders in an amount equal to the amount of all such Net Cash Proceeds,
with each such prepayment constituting a permanent reduction in the
Revolving Credit Commitments or the Commitments of the Eurocurrency
Lenders under the Eurocurrency Credit Agreements (whichever is prepaid
with such proceeds). Each such prepayment of Eurocurrency Loans shall be
accompanied by payment of amounts sufficient to compensate the
Eurocurrency Lenders for any loss, cost, or expense incurred as a result
of payment on a date other than the last day of the Term (as defined in
the Eurocurrency Credit Agreements) for such Eurocurrency Loans.
(b) Section 2.4A(iii)(a) of the Credit Agreement is amended to read as
follows:
On April 1, 1998, July 1, 1998, and October 1, 1998, prepay an
aggregate principal amount of the Revolving Credit Loans in the
amount, if any, necessary to reduce the sum of the aggregate
principal amount of all Revolving Credit Loans on such date PLUS
the Letter of Credit Usage on such date, to an amount which does
not exceed the aggregate Revolving Credit Commitments on such date.
On each such date the Company shall also prepay all accrued and
unpaid interest on the principal amount so prepaid.
(c) Section 2.4E(ii) of the Credit Agreement is amended to read as
follows:
In addition to the reductions specified in subsection 2.4E(i)
above, the Revolving Credit Commitments shall automatically and
permanently reduce by the amount of $5,000,000 on April 1, 1998,
and the amount of $2,500,000 on each of July 1, 1998, and October
1, 1998.
(d) Section 5.1 of the Credit Agreement is hereby amended to add thereto
subsection (xiii) to read as follows:
On or prior to January 27, 1998, a written analysis of the Company's
core business plan prepared by the Company.
(e) Section 5.6 of the Credit Agreement is amended to read as follows:
-2-
Neither Holding, Company nor any Subsidiary shall enter into any
agreement prohibiting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired.
(f) The preamble of Section 5.13 of the Credit Agreement is amended to
read as follows:
On or before December 15, 1997, and thereafter on or prior to
twenty days after Agent's request that the guarantees and/or Liens
contemplated by subsection (iii) below be provided (to the extent
that same can be provided in compliance with such subsection (iii)
below), Holding and Company shall deliver or cause to be delivered
to Agent the following:
(g) Section 6.3(vi) of the Credit Agreement is amended to read as follows:
On and after December 31, 1997, through and including April 1,
1998, Company and its Domestic Subsidiaries may not make further
Investments in (including intercompany loans to) or otherwise
transfer funds or other assets to Eurocurrency Borrowers for any
purpose except for fundings to or for the benefit of MIT if the
prior written consent of Required Lenders to such fundings has been
obtained; furthermore (A) with respect to the aggregate principal
amount of all such Investments in all such Eurocurrency Borrowers,
Company or any such Domestic Subsidiary, as appropriate, shall
maintain a ledger recording all such Investments in and
intercompany loans made pursuant to this subsection 6.3(vi), and
such ledger shall be available for inspection at any Lender's
request and (B) all intercompany loans made pursuant to this
subsection 6.3(vi) shall be evidenced by promissory notes which
shall be on terms and conditions satisfactory to Agent, including
collateral, and which shall be pledged and delivered to Agent
pursuant to the Collateral Documents;
(h) Section 6.3(vii) of the Credit Agreement is amended to read as follows:
On and after December 31, 1997, through and including April 1,
1998, Company and its Domestic Subsidiaries may not make further
Investments in (including intercompany loans to) or otherwise
transfer funds or other assets to Latin American Subsidiaries for
any purpose; furthermore (A) with respect to the aggregate
principal amount of all such Investments outstanding on December
31, 1997, Company or any such Domestic Subsidiary, as appropriate,
shall maintain a ledger recording all such Investments in and
intercompany loans made pursuant to this subsection 6.3(vii) prior
to December 31, 1997, and such ledger shall be available for
inspection at any Lender's request and (B) all intercompany loans
made pursuant to this subsection 6.3(vii) shall be evidenced by
promissory notes which shall be on terms and conditions
satisfactory to Agent, including collateral, and which shall be
pledged and delivered to Agent pursuant to the Collateral Documents;
(i) Section 6.7B(ii)(E) of the Credit Agreement is amended to read as
follows:
-3-
no Asset Sale transactions involving assets located in the United
States may be made after December 31, 1997, other than the sale of
the Components Division of Future Graphics, Inc., under the terms
set forth in that certain Second Amendment to Second Amended and
Restated Credit Agreement and Waiver dated as of December 31, 1997,
among Company, Agent, and the others named therein;
(j) The proviso at the end of Section 6.8 of the Credit Agreement is
amended to read as follows:
PROVIDED that Company and its Subsidiaries may enter into
sale/leaseback arrangements if permitted by subsection 6.6 and
subsection 6.7.
(k) Section 8.13 of the Credit Agreement is amended to read as follows:
(A) Except as otherwise permitted by subsection 6.7B(i), Holding
shall cease to own and control 100% of the common stock and 100% of
the voting power of Company entitled to vote for an election of the
board of directors of Company; or (B) individuals who on February
24, 1995 were members of the board of directors of Holding
(together with any new directors whose election to such board of
directors or whose nomination for election by the stockholders of
Holding was approved by a vote of a majority of the directors then
still in office who were either directors on February 24, 1995 or
whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of such
board of directors then in office; or (C) a "person" or "group"
(within the meaning of Section 13(d) of the Exchange Act), becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) of more than 30% of the total issued and outstanding common
stock of Holding; or (D) on or after December 15, 1997, the Company
shall fail to retain management resources reasonably satisfactory
to Requisite Lenders, for the purpose of facilitating the
restructuring of Holding and its Subsidiaries, which management
resources shall be subject solely to Holding and Company's
direction and authority;
SECTION 4. CONSENT TO SALE OF COMPONENTS DIVISION OF FUTURE GRAPHICS,
INC. AND RETENTION OF CERTAIN NET CASH PROCEEDS THEREOF. Subject to the terms
and conditions hereof, Lenders hereby consent to the sale of the Components
Division of Future Graphics, Inc., so long as the gross cash proceeds thereof
are not less than $1,000,000, all liabilities due and owing in connection
with the business to which such assets relate are assumed by the purchaser
thereof, such sale occurs on or before January 31, 1998, and such sale is
otherwise upon terms reasonably satisfactory to Agent and heretofore
disclosed to Lenders. Lenders furthermore consent to the retention by the
Company of such cash proceeds for use by the Company as working capital
notwithstanding the provisions of Section 2.4A of the Credit Agreement.
SECTION 5. RELEASES. In consideration of Lenders' agreements herein
and certain other good and valuable consideration, Holding and Company each
hereby expressly acknowledge and agree that neither of them has any setoffs,
counterclaims, adjustments, recoupments, defenses, claims or actions of any
character, whether contingent, non-contingent, liquidated, unliquidated,
-4-
fixed, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, known or unknown, against any Lender, Documentation Agent or Agent
or any grounds or cause for reduction, modification or subordination of the
Obligations or any liens or security interests of any Lender or the
Collateral Agent. To the extent Holding or Company may possess any such
setoffs, counterclaims, adjustments, recoupments, claims, actions, grounds or
causes, each of Holding and Company hereby waives, and hereby releases each
Lender, Documentation Agent and Agent from, any and all of such setoffs,
counterclaims, adjustments, recoupments, claims, actions, grounds and causes,
such waiver and release being with full knowledge and understanding of the
circumstances and effects of such waiver and release and after having
consulted counsel with respect thereto.
SECTION 6. CONDITIONS PRECEDENT. This Amendment shall not be
effective until all proceedings of Company taken in connection herewith and
the transactions contemplated hereby shall be satisfactory in form and
substance to Documentation Agent, Agent and Lenders, and each of the
following conditions precedent shall have been satisfied:
(a) All fees and expenses, including legal and other
professional fees and expenses incurred on or prior to the date of
this Amendment by Agent or any Lender, including, without
limitation, the fees and expenses of U.S. and foreign counsel and
title insurance expenses, shall have been paid to the extent that
same have been billed.
(b) Agent and each Lender shall have received each of the
following, in form and substance satisfactory to Agent, Lenders and
Agent's counsel in their sole and absolute discretion:
(1) a certificate of Holding and Company
certifying (i) as to the accuracy, after giving effect to
this Amendment, of the representations and warranties set
forth in Section 4 of the Credit Agreement, the other
Loan Documents and in this Amendment, and (ii) that there
exists no Potential Event of Default or Event of Default,
after giving effect to this Amendment, and the execution,
delivery and performance of this Amendment will not cause
a Potential Event of Default or Event of Default; and
(2) such other documents, instruments, and
certificates, in form and substance reasonably
satisfactory to Lenders, as Lenders shall deem necessary
or appropriate in connection with this Amendment and the
transactions contemplated hereby, including without
limitation copies of resolutions of the boards of
directors of each of Holding and Company authorizing the
transactions contemplated by this Amendment.
(c) All accrued and unpaid interest on the Revolving Credit
Loans and the Eurocurrency Loans through and including December 31,
1997, shall have been paid in full.
-5-
SECTION 7. REPRESENTATIONS AND WARRANTIES; RATIFICATIONS. Holding and
Company represent and warrant to Lenders, Documentation Agent and Agent that
(a) this Amendment constitutes their legal, valid, and binding obligations,
enforceable in accordance with the terms hereof (subject as to enforcement of
remedies to any applicable bankruptcy, reorganization, moratorium, or other
laws or principles of equity affecting the enforcement of creditors' rights
generally), (b) there exists no Potential Event of Default or Event of
Default under the Credit Agreement after giving effect to this Amendment, (c)
their representations and warranties set forth in the Credit Agreement and
other Loan Documents are true and correct on the date hereof after giving
effect to this Amendment, (d) they have complied with all agreements and
conditions to be complied with by them under the Credit Agreement and the
other Loan Documents by the date hereof after giving effect to this
Amendment, and (e) the Credit Agreement, as amended hereby, and the other
Loan Documents remain in full force and effect. Except as expressly modified
by this Amendment, the terms and provisions of the Credit Agreement and the
other Loan Documents are ratified and confirmed and shall continue in full
force and effect. Except as provided herein, this Amendment shall not
constitute an amendment or waiver of any terms and provisions of the Credit
Agreement and other Loan Documents nor a waiver of the rights of the Lenders,
Documentation Agent and Agent to insist upon compliance with each term,
covenant, condition or provision of the Credit Agreement and other Loan
Documents.
SECTION 8. EXPENSES OF LENDERS. Holding and Company hereby jointly
and severally agree to pay on demand all reasonable costs and expenses
incurred by Agent or any Lender, including costs and fees of counsel to Agent
or any Lender and other professional fees and expenses, in connection with
the preparation, negotiation, review and execution of this Amendment and the
other Loan Documents executed pursuant hereto and any and all amendments,
modifications and supplements thereto. Holding and Company hereby confirm
their obligation to pay promptly the costs and expenses for which they are
obligated pursuant to Section 10.3 of the Credit Agreement.
SECTION 9. FURTHER ASSURANCES. Holding and Company shall execute and
deliver such further agreements, documents, instruments, and certificates in
form and substance satisfactory to Agent, as Agent or any Lender may deem
necessary or appropriate in connection with this Amendment.
SECTION 10. CONSENTS OF EUROCURRENCY BORROWERS AND EUROCURRENCY
LENDERS. Each Eurocurrency Borrower and Eurocurrency Lender by its execution
below consents and agrees to this Amendment and agrees that the Eurocurrency
Credit Agreement or Eurocurrency Credit Agreements to which it is a party are
and shall continue to be in full force and effect and are hereby ratified and
confirmed in all respects except that, upon the effectiveness of and on and
after the date of this Amendment each reference to the Credit Agreement,
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by
this Amendment. Each Eurocurrency Borrower agrees that the collateral
described in the Eurocurrency Security Documents to which it is a party shall
continue to secure the payment of the indebtedness therein described.
-6-
SECTION 11. COUNTERPARTS. This Amendment and the other Loan Documents
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument. In making proof of any such
agreement, it shall not be necessary to produce or account for any
counterpart other than one signed by the party against which enforcement is
sought. Telecopies of signatures shall be binding and effective as originals.
SECTION 12. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, HOLDING AND COMPANY EACH HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A
TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT, EQUITY, OR
OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR ANY RELATED MATTERS, AND AGREES THAT ANY SUCH DISPUTE SHALL BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
SECTION 13. GOVERNING LAW. (a) THIS AGREEMENT AND ALL LOAN DOCUMENTS
SHALL BE DEEMED CONTRACTS MADE UNDER THE LAWS OF TEXAS AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF TEXAS, EXCEPT TO
THE EXTENT (1) FEDERAL LAWS GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT
AND INTERPRETATION OF ALL OR ANY PART OF THIS AGREEMENT AND ALL LOAN
DOCUMENTS OR (2) STATE LAW GOVERNS UCC COLLATERAL INTERESTS FOR PROPERTIES
OUTSIDE THE STATE OF TEXAS. WITHOUT EXCLUDING ANY OTHER JURISDICTION, HOLDING
AND COMPANY EACH AGREES THAT THE COURTS OF TEXAS WILL HAVE JURISDICTION OVER
PROCEEDINGS IN CONNECTION HEREWITH.
(b) HOLDING AND COMPANY EACH HEREBY WAIVES PERSONAL SERVICE OF ANY
LEGAL PROCESS UPON IT. IN ADDITION, HOLDING AND COMPANY EACH AGREES THAT
SERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED MAIL (RETURN RECEIPT
REQUESTED) DIRECTED TO IT AT ITS ADDRESS DESIGNATED FOR NOTICE UNDER THIS
AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON RECEIPT BY
IT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF AGENT OR ANY LENDER TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 14. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. THIS AMENDMENT SHALL CONSTITUTE A LOAN DOCUMENT.
-7-
IN WITNESS WHEREOF, this Amendment is executed as of the date first
set forth above.
Holding: NU-KOTE HOLDING, INC.
By: /s/ X. X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
Company: NU-KOTE INTERNATIONAL, INC.
By: /s/ X. X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
Agent: NATIONSBANK OF TEXAS, N.A.,
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
Title: Senior Vice President
Documentation Agent: BARCLAYS BANK PLC
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Lenders and Eurocurrency NATIONSBANK OF TEXAS, N.A.
Lenders:
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
Title: Senior Vice President
IN WITNESS WHEREOF, this Amendment is executed as of the date first
set forth above.
Holding: NU-KOTE HOLDING, INC.
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Company: NU-KOTE INTERNATIONAL, INC.
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Agent: NATIONSBANK OF TEXAS, N.A.,
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, XX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
Title: Senior Vice President
Documentation Agent: BARCLAYS BANK PLC
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Lenders and Eurocurrency NATIONSBANK OF TEXAS, N.A.,
Lenders:
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, XX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
Title: Senior Vice President
IN WITNESS WHEREOF, this Amendment is executed as of the date first
set forth above.
Holding: NU-KOTE HOLDING, INC.
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Company: NU-KOTE INTERNATIONAL, INC.
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Agent: NATIONSBANK OF TEXAS, N.A.,
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
Title: Senior Vice President
Documentation Agent: BARCLAYS BANK PLC
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
-----------------------------------
Title: Director
-----------------------------------
Lenders and Eurocurrency NATIONSBANK OF TEXAS, N.A.,
Lenders:
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx, XX
Title: Senior Vice President
The undersigned Barclays Bank PLC executes this Amendment for the purpose
of agreeing to all provisions thereof save and except Section 2 thereof.
BARCLAYS BANK PLC
By: /s/ Xxxx X. X'Xxxx
------------------------------------
Name: Xxxx X. X'Xxxx
-----------------------------------
Title: Director
-----------------------------------
BARCLAYS BANK PLC
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
ABN AMRO BANK, N.V.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Group Senior Vice President
-----------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
CREDIT LYONNAIS, NEW YORK BRANCH
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
BARCLAYS BANK PLC
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
ABN AMRO BANK, N.V.
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: SVP and Manager
-----------------------------------
By: /s/ W. Xxxxx Xxxxxxx
------------------------------------
Name: W. Xxxxx Xxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
CREDIT LYONNAIS, NEW YORK BRANCH
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
BARCLAYS BANK PLC
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
ABN AMRO BANK, N.V.
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
CREDIT LYONNAIS, NEW YORK BRANCH
By: [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
-----------------------------------
Title: First Vice President
-----------------------------------
DEUTSCHE BANK, A.G., NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Director
-----------------------------------
By: /s/ X. X. Xxxxxxxx
------------------------------------
Name: X. X. Xxxxxxxx
-----------------------------------
Title: Asst. V. P.
-----------------------------------
FIRST AMERICAN NATIONAL BANK
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
SOCIETE GENERALE
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
DEUTSCHE BANK, A.G., NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
FIRST AMERICAN NATIONAL BANK
By: [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
-----------------------------------
Title: S. V. P.
-----------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
SOCIETE GENERALE
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
DEUTSCHE BANK, A.G., NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
FIRST AMERICAN NATIONAL BANK
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-----------------------------------
Title: First Vice President
-----------------------------------
SOCIETE GENERALE
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
DEUTSCHE BANK, A.G., NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
FIRST AMERICAN NATIONAL BANK
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By:
------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
SOCIETE GENERALE
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
-----------------------------------
Title: Vice President
-----------------------------------
CONSENTED AND AGREED TO BY EUROCURRENCY BORROWERS:
PELIKAN SCOTLAND LIMITED
By: [ILLEGIBLE]
----------------------------------
Name: [ILLEGIBLE]
--------------------------------
Title: [ILLEGIBLE]
-------------------------------
PELIKAN PRODUKTIONS AG
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
PELIKAN HARDCOPY (INTERNATIONAL) AG
By: [ILLEGIBLE]
----------------------------------
Name: [ILLEGIBLE]
--------------------------------
Title: [ILLEGIBLE]
-------------------------------
CONSENTED AND AGREED TO BY EUROCURRENCY BORROWERS:
PELIKAN SCOTLAND LIMITED
By: [ILLEGIBLE]
----------------------------------
Name: [ILLEGIBLE]
--------------------------------
Title: [ILLEGIBLE]
-------------------------------
PELIKAN PRODUKTIONS AG
By: [ILLEGIBLE]
----------------------------------
Name: [ILLEGIBLE]
--------------------------------
Title: [ILLEGIBLE]
-------------------------------
PELIKAN HARDCOPY (INTERNATIONAL) AG
By: [ILLEGIBLE]
----------------------------------
Name: [ILLEGIBLE]
--------------------------------
Title: [ILLEGIBLE]
-------------------------------
CONSENT
Each of the undersigned, as Guarantors under a "Subsidiary Guaranty"
and as grantors under one or more "Subsidiary Security Documents" (as such
terms are defined in the Credit Agreement referred to in the foregoing
Amendment), each hereby consents and agrees to the foregoing Amendment and
agrees that (i) each Subsidiary Guaranty and Subsidiary Security Document is
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects except that, upon the effectiveness of and on and
after the date of such Amendment each reference to the Credit Agreement,
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by
such Amendment, and (ii) the collateral described in the Subsidiary Security
Documents shall continue to secure the payment of the indebtedness therein
described.
FUTURE GRAPHICS, INC.
By: /s/ X. X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
INTERNATIONAL COMMUNICATION
MATERIALS, INC.
By: /s/ X. X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
NU-KOTE IMAGING INTERNATIONAL, INC.
By: /s/ X. X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
NU-KOTE IMPERIAL, LTD.
By: /s/ X. X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
