Exhibit 10.4
AMENDMENT NO. 1 TO AGFA/PCA 2002 SALES CONTRACT
This Amendment ("Amendment"), dated effective as of April 5, 2002, is by and
between Agfa Corporation, a Delaware corporation, with its principal place of
business at 000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx Xxxx, Xxx Xxxxxx 00000 ("Agfa"), and
PCA International, Inc., a North Carolina corporation with an address at 000
Xxxxxxxx-Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxxxx 00000 (hereinafter referred to
as "PCA").
WHEREAS, Agfa and PCA are parties to that certain AGFA/PCA 2002 Sales
Contract dated effective February 4, 2002 (the "Agreement"); and
WHEREAS, Agfa and PCA desire to amend the Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, and intending to be mutually
bound, the parities agree as follows:
1. Agfa hereby agrees that the security interest granted in Agfa by PCA
under the Agreement shall be subordinate and junior in right of payment to all
payment obligations of PCA and its subsidiaries under any senior indebtedness
for borrowed money thereof, including, without limitation, the senior notes and
the bank credit agreement currently being placed, but excluding indebtedness of
PCA and/or its subsidiaries to other product vendors to Buyer.
2. Miscellaneous.
(a) Severability. In the event that any provision of this Amendment
shall be unenforceable or invalid under any applicable law or be so held by
applicable court decision, such enforceability or invalidity shall not render
this Amendment unenforceable or invalid as a whole.
(b) Entire Agreement. This Amendment amends and supplements the
Agreement delivered prior to the date hereof, and otherwise supersedes, with
respect to their subject matter, all prior and contemporaneous agreements,
understandings, inducements or conditions between the respective parties,
whether express or implied, oral or written. This Amendment may not be altered,
amended or modified except in writing signed by authorized representatives (in
Agfa's case, a Vice President level employee or higher) of both parties.
(c) Except and solely to the extent that the same has been
specifically modified, amendment or supplemented herein, all of the terms and
conditions of the Agreement shall remain in full force and effect.
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(d) Binding Effect. This Amendment shall be binding upon and inure
to the benefit of Agfa and Customer and their respective successors and
permitted assigns.
(e) Conflicts with the Original Agreement. If any term, condition or
provision of this Amendment is inconsistent or conflicts with any term,
condition or provision of the Agreement, the term, condition or provision of
this Amendment shall govern in the event of such inconsistency or conflict.
IN WITNESS WHEREOF, the parties herein have executed this Amendment by
their duly authorized representatives effective as of the date first above
written.
AGFA CORPORATION PCA INTERNATIONAL, LTD.
/s/ Xxxx Xxxx /s/ Xxxxx Xxxx
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(Signature) (Signature)
Senior Vice President, AGFA
and President, Consumer Imaging Chief Executive Officer
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(Title) (Title)
04/05/02 04/05/02
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(Date) (Date)
