JOINT DEBTOR AGREEMENT
EFFECTIVE JUNE 28, 2000
SECOND AMENDMENT TO JOINT DEBTOR AGREEMENT
THIS SECOND AMENDMENT TO THE JOINT DEBTOR AMENDMENT AGREEMENT (this
"AGREEMENT") is made as of March 8, 2005, by and among KINGS BROTHERS, LLC
("Kings"), a Georgia limited liability company and COLOR IMAGING, INC.
("Color"), a Delaware corporation.
WITNESSETH:
WHEREAS, Kings and Color are joint debtors with respect to a Reimbursement
Agreement and bond loan to Kings and Color in the original amount of Four
Million One Hundred Thousand Dollars ($4,100,000) made by the Development
Authority of Gwinnett County Georgia (the "Authority"), as amended, dated as of
June 1, 1999 (the "Bond Loan");
WHEREAS, Kings and Color have entered into a Joint Debtor Agreement
("Agreement"), as amended, agreeing to be responsible for their respective
shares of the Bond Loan;
WHEREAS, as of the date hereof Kings has caused a payment to be made
against obligations under the Bond Loan in the amount of $656,500 of which
$647,460 is Kings entire principal obligation outstanding on the Bond Loan in
accordance with the terms of the Agreement;
WHEREAS, the principal prepayment made by Kings to be applied to the Bond
Loan as of the date hereof is $650,000 and is to be applied as of May 1, 2005 to
the installment due July 1, 2005 in the amount of $390,000 with the remainder
prepaying principal otherwise outstanding;
WHEREAS, as of the date hereof, Kings has redeemed or provided for the
redemption of a portion of the bonds defined in the Reimbursement Agreement
sufficient to satisfy Kings' agreed portion of the joint and several liability
of Kings under the Joint Debtor Agreement, representing Kings prorata portion of
the financial obligations owing collectively by Kings and Color under the Bond
Loan and Reimbursement Agreement;
WHEREAS, in consideration of that redemption and the application of part of
the prepayment to pay in full the principal installment due July 1, 2005, Kings
has requested Color to release Kings from its obligations under the Joint Debtor
Agreement and indemnify and hold Kings harmless for any and all principal,
interest and letter of credit fees remaining under the Bond Loan or
Reimbursement Agreement; and
WHEREAS, Color has agreed to such request, subject to the execution and
delivery of this Agreement and the payment, and application of the payment, by
Kings of the funds as provided for herein,
NOW THEREFORE, in consideration of good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, covenant and agree as follows
AGREEMENT
1. Recitals. The foregoing recitals are true and correct and are hereby
incorporated herein by this reference.
2. Application of Kings Prepayment. Kings agrees to have its prepayment on the
Bond Loan applied to principal as provided for hereinabove, and Color
agrees that Kings has paid $9,040 more than its principal obligation under
the Bond Loan. Kings agrees that the $9,040 shall first be applied to Kings
interest and letter of credit expense obligations due under the Agreements
through April 30, 2005, and Color agrees that the balance remaining
thereafter shall be refunded Kings by Color.
3. Indemnification. Color hereby releases Kings from all financial obligations
and liabilities due Color arising under the Joint Debtor Agreement and
indemnifies and holds harmless Kings from all liabilities after the date
hereof, excepting those remaining per the Agreement through and including
the application of the principal prepayment and the payment of interest and
letter of credit expenses due by Kings, under the Reimbursement Agreement.
4. Sole Liability. Color confirms its sole continuing liability as the sole
"Borrower" as defined in the Reimbursement Agreement for all obligations
under the Reimbursement Agreement. From and after the date hereof, the term
"Borrower" as defined in the Loan Agreement, as between Color and Kings,
shall refer only to Color. Color waives any and all defenses to its
liability under the Joint Debtor Agreement and Reimbursement Agreement
based upon Bond Loan prepayment of Kings set forth herein.
5. Ratification; Reaffirmation. Notwithstanding that Kings remains a
co-borrower with Color on the Bond Loan and has not been released by the
Authority, Color as Borrower per this amendment to the Joint Debtor
Agreement, hereby ratifies and reaffirms the Reimbursement Agreement and
the Joint Debtor Agreement as amended hereby, and all of Color's covenants,
duties and liabilities thereunder as the sole Borrower.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Georgia.
7. No Novation, Etc. Except as expressly set forth in this Agreement with
respect to the Joint Debtor Agreement, nothing herein shall be deemed to
amend or modify any provision of the Reimbursement Agreement, or any of the
other documents executed in connection therewith, each of which shall
remain in full force and effect. This Agreement is not intended to be, nor
shall it be construed to create, a novation or accord and satisfaction with
respect to the Reimbursement Agreement, and the Reimbursement Agreement
continues in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed under seal and delivered on the date first above written.
KING BROTHERS, LLC,
a Georgia limited liability company
By: /S/ XXXXXXX XXXX
--------------------------------
Xxx-Xxxx Xxxx, Managing Member
[SEAL]
COLOR IMAGING, INC.,
a Georgia corporation
By: /S/ XXXXXX X. XXX XXXXXXX
--------------------------------
Xxxxxx X. Xxx Xxxxxxx,
Executive Vice President
[CORPORATE SEAL]
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