WAIVER
WAIVER, dated as of March 25, 1997 (this "Waiver"), under the Credit
Agreement dated as of September 28, 1995, as amended and restated through
February 29, 1996 (as further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Graphic Controls Corporation, a
New York corporation (the "Borrower"), Graphic Holdings, Inc., a Delaware
corporation ("Holdings"), the several banks and other financial institutions
from time to time parties thereto (the "Lenders"), the Co-Agents named therein
and The Chase Manhattan Bank (as successor to Chemical Bank), a New York banking
corporation, as agent for the Lenders (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, Holdings, the Lenders and the Agent desire that
certain provisions of the Credit Agreement be waived in the manner provided
for in this Waiver;
NOW THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement, as amended hereby, are used
herein as therein defined.
2. Waiver of Sections 8.13 and 8.14. The Required Lenders waive compliance
by Holdings and the Borrower for the fiscal quarter ending March 31, 1997
with the provisions of Sections 8.13 and 8.14 of the Credit Agreement through
May 31, 1997; provided that after May 31, 1997, the failure of Holdings and
the Borrower to comply with Sections 8.13 and 8.14, as then in effect, for
the fiscal quarter ending March 31, 1997 shall constitute an Event of Default.
3. Effectiveness. This Waiver shall become effective as of the date first
written above on the condition that (a) the Borrower shall have delivered to
the Agent duly executed copies of this Waiver, (b) the Agent shall have
received duly executed copies of the Acknowledgment and Consent attached
hereto signed by each of the Guarantors and (c) the Required Lenders shall
have executed this Waiver.
4. Representations and Warranties. (a) The respective representations and
warranties made by each of the Borrower and the other Loan Parties contained
in the Loan Documents to which each is a party are true and correct, in all
material respects, on and as of the date hereof after giving effect to this
Waiver; and
(b) Each of the Borrower and Holdings has the power and authority and the
legal right to make and deliver this Waiver and has taken all necessary
action to authorize the execution and delivery of this Waiver.
5. No Other Amendments or Waivers. Except as expressly waived herein, the
Credit Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms.
6. Counterparts. This Waiver may be executed in counterparts and all of the
said counterparts taken together shall be deemed to constitute one and the
same instrument.
7. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Expenses. The Borrower agrees to pay or reimburse the Agent for all of
its out-of-pocket costs and expenses incurred in connection with the
development, preparation, negotiation and execution of this Waiver,
including, without limitation, the reasonable fees and disbursements of
counsel to the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be executed and delivered by their duly authorized officers as of the date
first written above.
GRAPHIC HOLDINGS, INC.
By:_________________________
Title:
GRAPHIC CONTROLS CORPORATION
By:_________________________
Title:
THE CHASE MANHATTAN BANK,
as Agent and as a Lender
By:_________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Agent and as a Lender
By:__________________________
Title:
FLEET BANK OF MASSACHUSETTS, N.A.,
as Co-Agent and as a Lender
By:___________________________
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:____________________________
Title:
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: its Managing Director
ABN TRUSTCOMPANY (NEDERLAND) B.V.
By:____________________________
Title:
By:____________________________
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:_____________________________
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:______________________________
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By:_______________________________
Title:
COMERICA BANK
By:________________________________
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:________________________________
Title:
MANUFACTURERS AND TRADERS TRUST COMPANY
By:________________________________
Title:
SOCIETE GENERALE, NEW YORK BRANCH
By:________________________________
Title:
PILGRIM PRIME RATE TRUST
By:________________________________
Title:
NATIONAL CITY BANK
By:________________________________
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:________________________________
Title:
AERIES FINANCE LTD.
By:________________________________
Title:
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned Guarantors, as of March 25, 1997, hereby
consents and agrees to the terms and conditions of the foregoing Waiver, and
acknowledges and agrees that its obligation under each of the Credit Documents
are and shall remain in full force and effect after giving effect to the
foregoing Amendment.
Graphic Holding Corporation
Tronomed, Inc.
Tronomed Express, Inc.
Devon Industries, Inc.
By:
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Name:
Title:
