Exhibit 10.9
REAFFIRMATION OF MASTER PLEDGE AGREEMENT
This Reaffirmation of Master Pledge Agreement ("Reaffirmation") is dated
as of September 30, 2003, by the undersigned (collectively, the "Pledgors" and
each is referred to as a "Pledgor") to and for the benefit of Wachovia Bank,
National Association, as agent ("Agent") for the Lenders and Issuing Bank named
in that certain Amended and Restated Loan and Security Agreement, dated as of
even date herewith, among Phoenix Color Corp., PCC Express, Inc. ("PCC"),
Technigraphix, Inc., Phoenix (Md.) Realty, LLC, and Phoenix Color Fulfillment,
Inc. ("Borrowers"), Lenders and Agent (as amended, supplemented or replaced from
time to time, the "Loan Agreement"). Capitalized terms used but not otherwise
defined in this Reaffirmation shall have the respective meanings ascribed
thereto in the Loan Agreement.
Background
A. Pursuant to the Credit Agreement (the "Credit Agreement") dated
September 15, 1998 by and among Phoenix, PCC, Realty, First Union National Bank,
as agent ("First Union"), and the lenders parties thereto (the "Original
Lenders"), the Original Lenders established a credit facility for making loans
and extending credit from time to time for the benefit of Borrowers. As security
for the obligations under the Credit Agreement and Bridge Note Purchase
Agreement dated September 15, 1998 by and between Phoenix and First Union
Investors, Inc. (the "Purchase Agreement"), each Pledgor granted a lien on and
security interest in the Collateral in favor of First Union, for the benefit of
the Original Lenders, First Union National Bank, as issuer of certain letters of
credit, and the holders of the Bridge Notes and Exchange Notes (as defined in
the Purchase Agreement), pursuant to the terms of a certain Master Pledge
Agreement dated as of September 15, 1998 (as amended or modified from time to
time, the "Pledge Agreement"), a copy of which is attached hereto as Exhibit A.
B. Borrowers have requested and Lenders have agreed to amend and restate
their financing arrangements pursuant to the Loan Agreement.
C. As a condition to Agent and Lenders entering into the Loan Agreement,
Lenders and Agent have required that Pledgors reaffirm their obligations under
the Pledge Agreement.
D. Each Pledgor is willing to execute and deliver this Reaffirmation to
induce Lenders and Agent to enter into the Loan Agreement with Borrowers.
NOW, THEREFORE, with the foregoing Background incorporated by reference
and intending to be legally bound hereby, each Pledgor does jointly and
severally, reaffirm as follows:
1. Each Pledgor hereby acknowledges and agrees that the Pledge Agreement
is in full force and effect; constitutes the valid, binding and enforceable
obligation of such Pledgor, in accordance with its terms, is not subject to any
defense, setoff, counterclaim or deduction of any nature; and that Borrowers'
execution and delivery of the Loan Agreement does not impair in any way any
Pledgor's obligations to Agent and/or Lenders under the Pledge Agreement.
2. Each Pledgor covenants, confirms and agrees that as security for the
Obligations, and any extensions, renewals, replacements, restructurings, or
modifications thereof, Agent, for the benefit of Lenders, has, and shall
continue to have, a continuing perfected lien on and security
interest in all of the Collateral free and clear of any and all liens, security
interests, encumbrances, claims, pledges, restrictions, and options.
3. This Reaffirmation may be executed in one or more counterparts by some
or all of the parties hereto, each of which counterparts shall be an original
and all of which together shall constitute a single agreement.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
have executed this Reaffirmation as of the day and year first set forth above.
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