ANNEX B to
Security Agreement
SUPPLEMENT TO SECURITY AGREEMENT
SUPPLEMENT, dated as of (this "Supplement"), made by , a
corporation (the "Additional Grantor"), in favor of CANADIAN IMPERIAL BANK OF
COMMERCE as administrative agent (in such capacity, the "Administrative Agent")
for the Lenders (the "Lenders") and Canadian Imperial Bank of Commerce as issuer
of the Letters of Credit (as defined in the Credit Agreement referenced below)
(in such capacity, the "Issuing Lender") parties to the Credit Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in the Credit Agreement.
RECITALS
WHEREAS, reference is hereby made to that certain Credit Agreement,
dated as of March , 1998, among Unidigital Inc. (the "Borrower"), the
Administrative Agent, the Lenders and the Issuing Lender (as amended,
supplemented or otherwise modified as of the date hereof, the "Credit
Agreement");
WHEREAS, in connection with the Credit Agreement, the Subsidiaries of
the Borrower (other then the Additional Grantor) (collectively the "Grantors"
and each a "Grantor") have entered into the Security Agreement, dated as of
March , 1998, in favor of the Administrative Agent for the ratable benefit of
Lenders and the Issuing Lender (as amended, supplemented or otherwise modified
as of the date hereof, the "Subsidiaries Security Agreement");
WHEREAS, Section 9.9 of the Credit Agreement requires that should the
Borrower at any time acquire or form any Subsidiary, such Subsidiary shall
become party to the Subsidiaries Guarantee and the Security Agreement;
WHEREAS, the Additional Grantor has agreed to execute and deliver this
Supplement in order to become a party to the Security Agreement.
NOW, THEREFORE, IT IS AGREED:
1. Security Agreement. By executing and delivering this Supplement, the
Additional Grantor, as provided in Section 19 of the Security Agreement, hereby
becomes a party to the Security Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor thereunder. The Additional Grantor
hereby represents and warrants the each of the representations and
warranties contained in Section 4 of the Security Agreement is true and correct
on and as of the date hereof (after giving effect to this Supplement) as if made
on and as of such date.
2. Supplement to the Security Agreement. This Supplement is
supplemental to the Security Agreement, forms a part thereof and is subject to
the terms thereof. From and after the date of this Supplement, Schedules I, II,
III, IV, V, and VI, to the Security Agreement shall be deemed to include each
item listed on Annex D-1 to this Supplement.
3. Governing Law. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Supplement
to be duly executed and delivered as of the date first above written.
[NAME OF ADDITIONAL GRANTOR],
a corporation
By
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Name:
Title:
The place where Additional Grantor keeps its records concerning the Accounts is:
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The Additional Grantor's chief executive office and chief place of business is
located at:
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