SUPPLEMENT dated as of October 1, 1997 to the Security Agreement (as
amended, supplemented, or modified from time to time, the "Security Agreement")
dated as of April 3, 1997 among UNIDIGITAL ELEMENTS (NY) INC., a New York
corporation, UNIDIGITAL ELEMENTS (SF), INC., a Delaware corporation,
UNIDIGITAL/CARDINAL CORPORATION, a Delaware corporation (now known as UNISON
(NY), INC.), and UNIDIGITAL/XXXXX CORPORATION, a Massachusetts corporation
("UBC") (collectively, the "Debtors"), and THE CHASE MANHATTAN BANK (the "Bank")
Reference is hereby made to the Credit Agreement dated as of April 3, 1997
(as amended, supplemented, or modified from time to time, the "Credit
Agreement") among the Debtors and the Bank.
Terms used herein as defined terms and not otherwise defined herein shall
have the meanings given thereto in the Credit Agreement.
The Debtors have entered into the Security Agreement to induce the Bank to
make the Loans. Pursuant to Section 5.09 of the Credit Agreement, the
undersigned Subsidiary of the Company (a "New Debtor") as the successor by
merger to UBC is required to confirm that it has become a party to the Security
Documents pursuant to one or more instruments or agreements satisfactory in form
and substance to the Bank.
Accordingly, and for other good and lawful consideration the receipt and
sufficiency of which are hereby acknowledged, the Bank and the New Debtor agree
as follows:
Section 1. (a) The New Debtor hereby acknowledges that it is the successor
by merger to UBC, an original party to the Security Agreement, and further
acknowledges that as such successor by merger it is bound by all of the
obligations of, and grants of security interests by, UBC as an original party
thereto, and the New Debtor hereby expressly further assumes and confirms all of
such obligations and grants of security interests.
(b) Without limiting Section 1(a), the New Debtor hereby agrees and
confirms that pursuant hereto it has become a Debtor under the Security
Agreement with the same force and effect as if originally named therein as a
Debtor, and the New Debtor hereby agrees (i) to all the terms and provisions of
the Security Agreement applicable to it as a Debtor under such Security
Agreement, and (ii) represents and warrants that the representations and
warranties made by it as a Debtor under the Security Agreement are true and
correct on and as of the date hereof. In furtherance of the foregoing and as
further security for the payment and performance in full of its "Obligations" as
an additional "Debtor" within the meaning of the Security Agreement and for all
purposes of the Security Agreement, the New Debtor does hereby further create
and grant to the Bank and its successors and assigns, a security interest in the
Collateral (as such term is defined in the Security Agreement) of the New
Debtor. Each
reference to a "Debtor" in the Security Agreement shall be deemed to include the
New Debtor. The Security Agreement is hereby incorporated herein by reference.
Section 2. The New Debtor represents and warrants to the Bank that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity (regardless of whether considered in
a proceeding at law or in equity).
Section 3. This Supplement may be executed in two or more counterparts,
each of which shall constitute an original. but all of which, when taken
together, shall constitute but one instrument. This Supplement shall become
effective when the Bank shall have received counterparts of this Supplement
that, when taken together, bear the signature of the New Debtor and the Bank.
Section 4. The New Debtor hereby represents and warrants that (i) set forth
on Schedule I attached hereto is a true and correct schedule of the locations of
any and all Collateral of the New Debtor, and (ii) set forth under its signature
hereto is the true and correct location of the principal place of business and
chief executive office of the New Debtor and its Federal Taxpayer Identification
Number. The New Debtor agrees to furnish (including herewith) to the Bank (i)
such other information as the Bank shall reasonably request in connection with
such New Debtor or its Collateral, and (ii) all instruments, documents, or
agreements that the Bank shall request in connection with the establishment or
perfection of the Liens arising under the Security Agreement, including, without
limitation, all Uniform Commercial Code financing statements, duly executed and
in proper form for filing as the Bank shall request in respect of the Liens
arising under the Security Agreement (whether originally granted by UBC or by
the New Debtor hereto) and in respect of the termination of any other Liens
previously encumbering any Collateral of the New Debtor.
Section 5. Except as expressly supplemented hereby, the Security Agreement
shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in any other Loan Document shall not in any way be affected or
impaired. The parties hereto shall endeavor in good faith negotiations to
replace the invalid. illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
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Section 8. All communications and notices hereunder shall be in writing and
given as provided in Section 8.01 of the Credit Agreement. All communications
and notices hereunder to the New Debtor shall be given to it at the address set
forth under its signature hereto.
Section 9. The New Debtor agrees to reimburse the Bank for its expenses
incurred in connection with this Supplement. including the reasonable fees,
other charges and disbursements of counsel.
IN WITNESS WHEREOF, the New Debtor and the Bank have duly executed this
Supplement as of the day and year first above written.
UNISON (MA), INC. a Delaware corporation
By:/s/ Xxxxxxx X. Xxx
-----------------------------------
Name: Xxxxxxx X. Xxx
Title: Chairman
Address of principal place
of business and chief
executive office:
000 "X" Xxxxxx
Xxxxxx, XX 00000
Federal Taxpayer
Identification Number 00-0000000
THE CHASE MANHATTAN BANK
By:/s/ Xxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: V P
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Schedule I
Location(s) of Collateral
-------------------------
000 "X" Xxxxxx
Xxxxxx, XX 00000
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