FORBEARANCE AGREEMENT
This Forbearance Agreement (this "Agreement"), dated this 29th day of
March, 1999, is by and among ImageMax, Inc. ("Borrower"), a Pennsylvania
corporation, the undersigned subsidiaries of Borrower (collectively, along with
Borrower, the "Company Affiliates"), First Union National Bank ("First Union"),
successor by merger to CoreStates Bank, N.A., a national bank, for itself and as
agent pursuant to the Credit Agreement described below (in such capacity, the
"Agent"), and Commerce Bank, N.A. ("Commerce"), a national bank and one of the
"Banks" under the Credit Agreement described below.
BACKGROUND
A. Pursuant to the terms and subject to the conditions set forth in that
certain Credit Agreement, dated as of March 30, 1998, among Borrower, the
undersigned subsidiaries of Borrower, Agent, for itself and in such capacity,
Commerce Bank, N.A. and any other banks becoming a party thereto, as amended
pursuant to that certain Amendment No. 1 to Credit Agreement dated as of June 9,
1998 among Company Affiliates, First Union and Agent, and that certain Amendment
No. 2 to Credit Agreement among Company Affiliates, First Union, Agent and
Commerce (as amended, the "Credit Agreement"), Banks established a revolving
credit facility for Company Affiliates pursuant to which Banks severally agreed,
subject to and in reliance on all of the provisions of the Credit Agreement and
the other Loan Documents referred to therein, to provide a revolving credit
facility up to Thirty Million ($30,000,000.00) Dollars (which revolving credit
facility has been decreased pursuant to, inter alia, the Second Amendment (as
decreased and amended, the "Revolving Credit"), pursuant to which Banks made
various loans, advances and extensions of credit (including extensions of credit
in the form of the issuance for the account of Borrower and/or other Company
Affiliates of various letters of credit), which indebtedness is further
evidenced by (i) a certain Revolving Credit Note dated as of March 30, 1998 in
the principal sum of Twenty-Five Million ($25,000,000.00) Dollars (in respect of
the Acquisition Facility) executed and delivered by Borrower to Agent for the
rateable benefit of each of the Banks and (ii) a certain Revolving Credit Note
dated as of March 30, 1998 in the principal sum of Five Million ($5,000,000.00)
Dollars (in respect of the Working Capital Facility) executed and delivered by
Borrower to Agent for the rateable benefit of each of the Banks (collectively,
the "Revolving Credit Note").
B. As collateral security for the Obligations (as defined in the Credit
Agreement), pursuant to the terms and subject to the conditions set forth in (i)
that certain Security and Pledge Agreement, dated as of March 30, 1998, executed
and delivered by Company Affiliates to Agent, (ii) that certain Trademark
Collateral Agreement, dated as of March 30, 1998, executed and delivered by
Borrower to Agent and (iii) that certain Copyright Collateral Agreement, dated
as of March 30, 1998, executed and delivered by Borrower to Agent (collectively,
along with each of the instruments, agreements and documents referred to in such
documents and the Chesterton Mortgage described below, the "Loan Documents"),
Company Affiliates granted to Agent for the rateable benefit of Banks, and Agent
holds liens on and security interests in, to and under all of Company
Affiliates' respective existing and future goods, equipment, furniture,
inventory,
machinery, money, accounts, contracts, contract rights, general intangibles,
fixtures, instruments, documents and chattel paper, whether now owned or
hereafter acquired or arising, together with all replacements and substitutions
therefor and additions thereto and cash and noncash proceeds thereof
(collectively, along with the Chesterton Property described below, the
"Collateral").
C. To induce Banks to enter into the Credit Agreement, establish the
Revolving Credit and make various loans, advances and extensions of credit to or
for the benefit of Company Affiliates, pursuant to the terms and subject to the
conditions of that certain Surety Agreement dated as of March 30, 1998, by each
Company Affiliate (other than Borrower) to Agent (the "Surety Agreement"), each
such Company Affiliate guaranteed, as a surety, the Obligations.
D. As part of the Collateral, pursuant to the terms and subject to the
conditions set forth in that certain Mortgage and Security Agreement, dated
March 30, 1998, by ImageMax of Indiana, Inc., a Company Affiliate, as mortgagor,
and Agent, as mortgagee, Agent holds for the ratable benefit of the Banks a lien
on and security interest in and to certain real property, with improvements,
situate in Chesterton, Indiana (the "Chesterton Property"), all as more fully
described in such Mortgage and Security Agreement (the "Chesterton Mortgage")
which was filed with the County Recorder of Xxxxxx County, Indiana in Book 809,
at Page 59, et seq.
E. Borrower and the other Company Affiliates are in default of their
financing arrangements with Agent and Banks by virtue of, among other things,
the failure of Borrower to comply with the financial and certain other covenants
set forth in the Credit Agreement. A description of each of the existing
defaults under the Credit Agreement (collectively, the "Existing Defaults") is
attached to this Agreement as Exhibit "A" and hereby made a part hereof. Company
Affiliates have requested that Agent and Banks, among other things, forbear from
exercising their rights and remedies under the Credit Agreement, the other Loan
Documents and applicable law, and Agent and Banks agree to so forbear under the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, with the foregoing Background deemed incorporated
hereinafter by this reference and hereby made a part hereof, the parties hereto,
intending to be legally bound, hereby further covenant and agree as follows:
SECTION 1. DEFINITIONS.
1.1 Accounting Terms. All accounting terms not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in accordance with
GAAP.
1.2 Capitalized Terms. All capitalized terms not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the Credit
Agreement.
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1.3 "Potential Default" means the occurrence of any event which, with the
passage of time or the giving of notice, or both, could constitute a Default.
SECTION 2. FORBEARANCE.
2.1 Forbearance Period; Terminating Events. Agent and Banks agree to
forbear from exercising their rights and remedies under the Loan Documents and
applicable law which Agent and Banks are entitled to exercise as a result of the
occurrence of the Existing Defaults during the period (the "Forbearance Period")
commencing on the Effective Date of this Agreement and ending on the earlier of
(i) June 30, 1999 or (ii) the date on which any Terminating Event (as
hereinafter defined) occurs (the "Forbearance Termination Date"). For the
purposes of this Agreement, the term "Terminating Event" shall mean the
occurrence of any Default or Potential Default under any of the Loan Documents,
other than one of the Existing Defaults, or the occurrence of any breach of
warranty or representation or covenant set forth in this Agreement or the
occurrence of any default, violation or event of default (howsoever defined)
under any of the instruments, agreements or documents executed and/or delivered
pursuant to this Agreement.
2.2 Suspension of Revolving Credit; and Elimination of LIBOR Loans.
(A) Availability under the Revolving Credit is hereby suspended. Without
the prior written consent of Agent, which consent may be withheld in Agent's
sole and absolute discretion, no further loans, advances or extensions of
credit (including, without limitation, the issuance of any Letters of Credit
and the honoring of checks for which there are insufficient and/or
uncollected funds) shall be considered or made. Notwithstanding the foregoing
and anything else to the contrary set forth in the Loan Documents, to the
extent Agent makes further loans, advances or extensions of credit to or for
the benefit of Company Affiliates, including the honoring of overdrafts drawn
on accounts of any Company Affiliate, any such extensions of credit shall be
deemed to be Revolving Credit Advances for all purposes under the Credit
Agreement and as having been made by Agent for the purposes of preserving and
protecting the Collateral and collecting and enforcing the Obligations
pursuant to Section 11 of the Credit Agreement.
(B) During the Forbearance Period, interest shall accrue on the
outstanding principal balance of the Obligations at the Base Rate plus two
(2%) percent per annum, with changes in the Base Rate to be effective
immediately, and no further LIBOR Loans shall be available to Company
Affiliates. Upon the occurrence of any Terminating Event, notwithstanding the
foregoing, interest on the outstanding principal balance of the Obligations
shall accrue and be payable, on demand, at the Base Rate plus two and a half
(2 1/2%) percent per annum, with changes in such Base Rate to be effective
immediately.
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SECTION 3. WARRANTIES AND REPRESENTATIONS.
3.1 Reaffirmation of Warranties and Representations. Except as qualified
in Schedule 3.1 attached hereto and hereby made a part hereof, Company
Affiliates hereby severally and collectively reaffirm and restate each of the
warranties and representations set forth in the Credit Agreement and the
other Loan Documents as if each such warranty and representation were set
forth at length herein.
3.2 Additional Warranties and Representations. To induce Agent and Banks
to enter into this Agreement, in addition to the representations and
warranties set forth in the Loan Documents and the other instruments,
agreements and documents otherwise referred to herein, Company Affiliates
severally and collectively represent and warrant to Agent and Banks that:
(A) Each Company Affiliate has the power, authority and capacity to
enter into and perform its liabilities and obligations under this Agreement
and all related instruments, agreements and documents, and to incur the
indebtedness herein and therein provided for, and has taken all proper and
necessary corporate action to authorize the execution, delivery and
performance of this Agreement and related instruments, agreements and
documents;
(B) This Agreement is valid, binding and enforceable against Company
Affiliates in accordance with its terms;
(C) No consent, approval or authorization of, or filing, registration or
qualification with, any person or entity (including, without limitation, any
shareholder or creditor of any Company Affiliates) is required to be obtained
by any Company Affiliate in connection with the execution and delivery of
this Agreement or any related instrument, agreement or document, or
undertaking or performance of any obligation hereunder or thereunder; and
(D) Borrower has executed a letter of intent (the "PLC Letter of
Intent") with Xxxxxx Xxxxx Corp. ("PLC") pursuant to which PLC will purchase
from Borrower a newly created class of convertible preferred stock on or
before the Forbearance Termination Date, the proceeds of which sale will be
used by Borrower, together with the proceeds of loans obtained by Company
Affiliates on or before the Forbearance Termination Date from lenders (which
may include Banks) refinancing, in part, the Obligations, to pay and satisfy
in full all Obligations. The PLC Letter of Intent is attached to this
Agreement as Exhibit "B."
SECTION 4. BORROWER'S ADDITIONAL COVENANTS.
4.1 Additional Affirmative Covenants. In addition to the affirmative
covenants set forth in the Loan Documents and the agreements and documents
executed and/or delivered to Agent and Banks concurrently herewith, Company
Affiliates covenant and agree with Agent and Banks that, so long as any of
the Obligations remain unsatisfied and outstanding, they will comply with the
following covenants:
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(A) Company Affiliates will furnish to Banks (or cause to be furnished
to Banks) such data and information (financial or otherwise) as Banks may
reasonably request to be informed of each Company Affiliate's respective
status and affairs including, without limitation:
(1) The statements, reports, certificates and notices to be furnished
to Agent pursuant to the Credit Agreement and the other Loan Documents
including, without limitation, Section 8 of the Credit Agreement;
(2) By 5:00 p.m. on each Monday during the Forbearance Period (a) a
certification by Borrower of weekly collections of Company Affiliates for the
calendar week ending the Friday prior to such Monday, (b) a certification as
to the amount of cash held by Company Affiliates (and where held, including
account numbers) for each day during such prior week, and (c) an eight (8)
week rolling cash flow forecast report for Company Affiliates, together with
a reconciliation of actual results for the prior week to what had been
forecast for such week in the eight (8) week cash flow forecast; and (c)
copies of any amendments or modifications or proposed amendments or
modifications to the PLC Letter of Intent and notice to Agent of any
inability or anticipated inability of Company Affiliates to comply with all
terms and conditions set forth in this Agreement;
(B) Company Affiliates will, when requested to do so, make available for
inspection by duly authorized representatives of Agent and Banks any of its
books and records (wherever located), and will furnish to Agent (or cause to
be furnished to Agent and Banks) any information regarding its business
affairs and condition (financial and otherwise) within a reasonable time
after request therefor. Agent may at any time and from time to time without
notice to any Company Affiliate have complete access to all of Company
Affiliates' premises for the purposes of inspecting, examining, verifying and
auditing the Collateral and Company Affiliates' books and records and
otherwise conducting field examinations with respect to the Collateral and
Company Affiliates' books and records. The out-of-pocket cost and expense
associated with such field and other examinations shall be borne by Company
Affiliates;
(C) Refinance the Chesterton Property for a net sum of not less than
Eight Hundred Sixty-Nine Thousand ($869,000.00) Dollars (the "Chesterton
Proceeds"). Subject to satisfaction of all conditions precedent, and absent
the existence of any Terminating Event, such refinancing is hereby approved
and consented to by Banks and Banks agree to release Chesterton Mortgage in
connection with such refinancing, provided Four Hundred Thousand Dollars
($400,000.00) of the Chesterton Proceeds (the "Chesterton Retention Amount")
are deposited with Agent as part of the Collateral for the Obligations.
Company Affiliates may retain and utilize the remaining portion of the
Chesterton Proceeds for working capital purposes in the ordinary course of
their business. Upon execution of the definitive purchase agreement with PLC
contemplated in the PLC Letter of Intent, absent the existence of any
Terminating Event, Agent, on behalf of Banks, shall release the Chesterton
Retention Amount for the retention and utilization by Company Affiliates for
working capital purposes in the ordinary course of their business.
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(D) On or before April 30, 1999, Borrower and PLC shall execute and
exchange such instruments, agreements and documents as may be necessary to
effectuate the intents and objects of such parties as set forth in the PLC
Letter of Intent; all such instruments, agreements and documents shall be in
form, scope and substance acceptable to Agent, Banks and their respective
counsel, with no due diligence contingencies, it being understood,
acknowledged and agreed by Borrower and the Company Affiliates that any such
due diligence which PLC may desire to conduct in connection with the
transactions identified in the PLC Letter of Intent shall be conducted prior
to April 30, 1999;
(E) On or before June 30, 1999, Company Affiliates shall have obtained a
commitment for refinancing of the Obligations at a level sufficient, along
with the proceeds of the investment by PLC in Borrower pursuant to the PLC
Letter of Intent, to pay and satisfy in full all Obligations on or before the
Forbearance Termination Date;
(F) On or before June 30, 1999, Borrower and PLC shall close under the
instruments, agreements and documents entered into pursuant to the PLC Letter
of Intent, Company Affiliates shall have obtained alternative financing in
such amount, when added to the proceeds of the sale by Borrower of
convertible preferred stock to PLC, that will be sufficient to, and will be
used to satisfy in full, the Obligations, and the Obligations shall be paid
and satisfied in full; and
(G) During the Forbearance Period, Company Affiliates shall comply with
the following additional financial covenants:
(1) Company Affiliates shall have cumulative, average, weekly
collections of not less than One Million ($1,000,000.00) Dollars, commencing
as of the date hereof;
(2) Company Affiliates shall, on a daily basis, have cash on hand of
not less than Three Hundred Thousand ($300,000.00) Dollars;
(3) Capital Expenditures of Company Affiliates shall not exceed in
the aggregate the sum of Fifty Thousand ($50,000.00) Dollars; and
(4) Borrower and the Company Affiliates shall remit to Agent for the
ratable benefit of Banks all proceeds of the sale or disposition of Collateral
(except proceeds arising in the ordinary course of Company Affiliates'
business, which proceeds shall be used for working capital purposes in the
ordinary course of such business); provided, however, that absent the existence
of any Terminating Event, Borrower may use the proceeds from the refinancing of
the Chesterton Property as set forth in Paragraph 4.1(C) of this Agreement and
payments made on account of a certain promissory note executed and delivered by
Document Imaging of South Carolina, LLC to ImageMax of South Carolina, Inc. and
ImageMax, Inc. in the amount of Sixty-Eight Thousand ($68,000.00) Dollars per
month (for three (3) months) in the ordinary course of
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Company Affiliates' business for working capital purposes. Other proceeds of
sales of Collateral shall be applied by Agent and Banks in reduction of the
Obligations in such order and manner as Agent and Banks may determine in their
exclusive discretion.
SECTION 5. CONDITIONS PRECEDENT.
This Agreement is subject to the following conditions precedent (all
instruments, agreements and documents to be in form and substance satisfactory
to Banks and their counsel):
5.1 Documents Required for Closing. Borrower shall have duly executed
and/or delivered (or caused to be duly executed and/or delivered) to Banks
the following:
(A) A certified (as of the date of this Agreement) copy of
resolutions of each Company Affiliate's Board of Directors authorizing
the execution, delivery and performance of this Agreement and each other
document to be executed and/or delivered pursuant hereto and any other
instrument, agreement or document referred to herein;
(B) Certified copies of each Company Affiliate's articles or
certificate of incorporation and by-laws;
(C) A certificate (dated the date of this Agreement) of each Company
Affiliate's corporate secretary as to the incumbency and specimen signatures
of the officers of Borrower executing this Agreement and each other document
to be executed and/or delivered pursuant hereto or thereto;
(D) Payment of Banks' reasonable expenses (including legal fees and
disbursements of counsel) in connection with the preparation and negotiation
of this Agreement and a closing hereunder;
(E) In consideration of the agreement of Banks to forbear pursuant to
this Agreement, Company Affiliates acknowledge that Banks, upon execution and
exchange of this Agreement, have earned a forbearance fee in the amount of
One Hundred Thousand ($100,000.00) Dollars (which fee shall be deemed part of
the Obligations secured by the Collateral) payable to Agent for ratable
benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon
execution and exchange of this Agreement; and Fifty Thousand ($50,000.00)
Dollars on the Forbearance Termination Date; and
(F) Such other instruments, agreements and documents as may be
required by Banks and/or their counsel.
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SECTION 6. CONFIRMATION OF EXISTING INDEBTEDNESS AND RATIFICATION OF LOAN
DOCUMENTS.
6.1 Confirmation of Obligations. Company Affiliates hereby
unconditionally acknowledge and confirm that: the unpaid principal
indebtedness of Company Affiliates to Banks evidenced by the Loan Documents
is as set forth on Exhibit "C;" interest on such principal obligations has
been paid through the date(s) set forth on Exhibit C; and the foregoing
indebtedness, together with continually accruing interest and related costs,
fees and expenses is, as of the date hereof, owing without claim,
counterclaim, right of recoupment, defense or set-off of any kind or of any
nature whatsoever.
6.2 Ratification of Financing Agreements. Company Affiliates hereby
unconditionally ratify and confirm and reaffirm in all respect and without
condition, all of the terms, covenants and conditions set forth in the Loan
Documents and agree that they remain unconditionally liable to Banks in
accordance with the respective terms, covenants and conditions of such
instruments, agreements and documents, and that all liens and security
interests and pledges encumbering the Collateral and the Chesterton Property
created pursuant to and/or referred to in the Loan Documents continue
unimpaired and in full force and effect, and secure and shall continue to
secure all of the Obligations, as the same may be modified by the terms of
this Agreement. As part of the Collateral, each Obligor hereby reaffirms its
prior grant and grants to Agent a lien on and a security interest in and to
all of such Obligor's existing and future investment property.
SECTION 7. MISCELLANEOUS.
7.1 Integrated Agreement. This Agreement and all of the instruments,
agreements and documents executed and/or delivered in conjunction with this
Agreement shall be effective upon the date of execution hereof and thereof by
all parties hereto and thereto, and shall be deemed incorporated into and
made a part of the Loan Documents. All such instruments, agreements and
documents, and this Agreement, shall be construed as integrated and
complementary of each other, and as augmenting and not restricting Agent's
and Banks' rights, remedies, benefits and security. If, after applying the
foregoing, an inconsistency still exists, the provisions of this Agreement
shall constitute an Agreement thereto and shall govern and control.
7.2 Disgorgement. If any Bank is, for any reason, compelled to surrender
or disgorge any payment, interest or other consideration described hereunder
to any person or entity because the same is determined to be void or voidable
as a preference, fraudulent conveyance, impermissible set-off or for any
other reason, such Obligation or part thereof intended to be satisfied by
virtue of such payment, interest or other consideration shall be revived and
continue as if such payment, interest or other consideration had not been
received by such Bank, and Company Affiliates shall be liable to, and shall
indemnify, defend (engaging counsel acceptable to such Bank) and hold such
Bank harmless for, the amount of such payment or interest
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surrendered or disgorged. The provisions of this Paragraph shall survive
execution and exchange or this Agreement.
7.3 No Defenses; Reliance. Company Affiliates hereby confirm and
reconfirm that there are no existing defenses, claims, counterclaims or
rights of recoupment or set-off against Agent and/or Banks in connection with
the negotiation, preparation, execution, performance or any other matters
relating to the Loan Documents or this Agreement. It is hereby and thereby
further acknowledged and agreed that notwithstanding anything to the contrary
set forth in this Agreement, Banks have and shall have no obligation to
further amend the Loan Documents, or otherwise further restructure the
Obligations, and that neither Banks nor their representatives have made any
agreements with, or commitments or representations or warranties to, Company
Affiliates (either in writing or orally) other than as expressly stated in
this Agreement. Nothing contained in this Agreement, or any compliance with
the terms of this Agreement or any of the instruments, agreements or
documents referred to in this Agreement, shall impose any obligation on the
part of Agent or Banks to consummate a further restructure of the
Obligations.
7.4 No Contest. In consideration of this Agreement, Company Affiliates
hereby agree that they will not contest the exercise of Agent's or Banks'
rights to foreclose or otherwise take action with respect to the liens on and
security interests of Agent in and to the Collateral, the Loan Documents and
collateral security described in this Agreement, or contest the appointment
of any receiver in connection of the operation of any of such property and
assets.
7.5 Release. In consideration of the accommodations being made available
by Banks to or for the benefit of Company Affiliates under this Agreement,
including, without limitation, the forbearance on the part of Banks, Company
Affiliates, for themselves and their respective heirs, personal
representatives, agents, employees, successors and assigns, do hereby remise,
release and forever discharge Agent, Banks and their respective agents,
employees, representatives, officers, successors and assigns of and from any
and all claims, counterclaims, demands, actions and causes of action of any
nature whatsoever, whether at law or in equity, including, without
limitation, any of the foregoing arising out of or relating to the
transactions described in this Agreement, which against Agent, Banks or their
respective agents, employees, representatives, officers, successors or
assigns, or any of them, any Obligor has or hereafter can or may have for or
by reason of any cause, matter or thing whatsoever, from the beginning of the
world to the date of this Agreement; provided, however, that this provision
shall not release claims resulting from acts of gross negligence or wilful
misconduct of Banks.
7.6 No Coercion. Company Affiliates hereby represent and warrant that
they are fully aware of the terms set forth in this Agreement and have
voluntarily, and without coercion or duress of any kind, entered into this
Agreement intending to be legally bound by its terms.
7.7 Banks Reliance. Company Affiliates expressly understand and further
agree that Agent and Banks are relying on all terms, covenants, conditions,
warranties and representations set forth in this Agreement including, without
limitation, Agent's and Banks' right to terminate
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the Forbearance Period at any time upon the occurrence of a Terminating
Event, as a material inducement to Agent and Banks to enter into this
Agreement.
7.8 Debit Authorization. Each Company Affiliate hereby irrevocably
authorizes Agent and Banks to charge any deposit account of any Company
Affiliate maintained at any Bank for all or any part of any amount due under
the Loan Documents and this Agreement including, without limitation,
principal, interest, late charges, fees and expenses reimbursable to Agent
and Banks (including reasonable legal fees).
7.9 Expenses of Agent and Banks. Company Affiliates will pay all
expenses, including the reasonable fees and expenses of legal counsel for
Agent and Banks, incurred in connection with the preparation, negotiation,
administration, amendment, modification or enforcement of this Agreement, the
Credit Agreement, the other Loan Documents, the collection or attempted
collection of the Obligations and Agent's and Banks' rights hereunder and
under the instruments, agreements and documents referred to herein, and in
any proceedings (including, without limitation, bankruptcy or other
insolvency proceedings) brought or threatened to enforce payment of any of
the Obligations.
7.10 Applicable Law. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania, without giving effect to principles of
conflicts of laws.
7.11 Jury Trial Waiver. COMPANY AFFILIATES HEREBY IRREVOCABLY WAIVE
TRIAL BY JURY AND ANY RIGHT THERETO, AND CONSENT TO THE JURISDICTION OF THE
COURTS OF PHILADELPHIA COUNTY, PENNSYLVANIA, AND AGREE NOT TO RAISE ANY
OBJECTION TO SUCH JURISDICTION, OR TO THE LAYING OF THE VENUE IN SUCH
COMMONWEALTH, AND FURTHER AGREE THAT SERVICE OF PROCESS MAY BE DULY EFFECTED
UPON THEM BY SERVICE IN ACCORDANCE WITH THE PROVISIONS OF THE UNIFORM
INTERSTATE AND INTERNATIONAL PROCEDURE ACT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Forbearance
Agreement to be duly executed and exchanged as of the day and year first
above written.
IMAGEMAX, INC.
IMAGEMAX OF INDIANA, INC.
IMAGEMAX OF SOUTH CAROLINA, INC.
IMAGEMAX OF TENNESSEE, INC.
IMAGEMAX OF ARIZONA, INC.
IMAGEMAX OF OHIO, INC.
IMAGEMAX OF VIRGINIA, INC.
AMMCORP ACQUISITION CORP.
Attest: IMAGEMAX OF DELAWARE, INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------- -------------------------------
Name: Name:
Title: Title:
(Corporate Seal) Address: 0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attn: President
FIRST UNION NATIONAL BANK, successor
by merger to CORESTATES BANK, N.A.
for itself and as Agent
By: /s/ Xxxx Xxxxx
--------------------------------
Name:
Title:
Address: 000 X. Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
[Signature Lines Continued]
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With a copy to: Klehr, Harrison, Xxxxxx,
Branzburg & Xxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx
COMMERCE BANK, N.A.
By: /s/ Xxx Xxxxx
--------------------------------
Name:
Title:
Address: 0000 Xxxxx 00 Xxxx
Xxxxxx Xxxx, XX 00000
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