SUPPLEMENT dated as of October 1, 1997 to the Pledge and Security Agreement
(as amended, supplemented, or modified from time to time, the "Pledge
Agreement") dated as of April 3, 1997 between UNIDIGITAL INC., a Delaware
corporation (the "Pledgor"), 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 Unidigital Elements (NY), INC., Unidigital Elements (SF),
Inc., Unidigital/Cardinal Corporation (now known as Unison NY), Inc.) and
Unidigital/Xxxxx Corporation (the "Borrowers"), and The Chase Manhattan Bank
(the "Bank").
Terms used herein as defined terms and not otherwise defined herein shall
have the meanings given thereto in the Credit Agreement.
The Pledgor has entered into the Pledge Agreement to induce the Bank to
make the Loans to the Borrowers (the term "Borrowers" as used herein and as used
in the Pledge Agreement hereinafter referring to Unidigital Elements (NY), Inc.,
Unison (NY), Inc. (formerly known as Unidigital (NY), Inc.), and Unison (MA),
Inc., (a Delaware corporation and the successor by merger to Unidigital/Xxxxx
Corporation ("UBC")). Pursuant to (and as more particularly set forth in)
Sections 1 and 5 of the Pledge Agreement, the Pledgor is required to pledge to
and grant to the Bank a security interest in the stock or other equity interests
representing ownership of any new Subsidiary obtained in the future by the Bank.
Accordingly, and for other good and lawful consideration the receipt and
sufficiency of which are hereby acknowledged, the Bank and the Pledgor agree as
follows:
Section 1. (a) In accordance with Sections 1 and 5 of the Pledge Agreement,
the Pledgor by its signature below (i) represents and warrants that the
representations and warranties made by it as a Pledgor thereunder are true and
correct on and as of the date hereof and, (ii) the Pledgor, as further security
for the payment and performance in full of its Obligations (as such term is
defined in the Pledge Agreement), hereby transfers, grants, bargains, sells,
conveys, hypothecates, pledges, sets over and delivers unto the Bank and its
successors and assigns, and grants to the Bank, and its successors and assigns,
a first priority security interest in (i) the shares of capital stock listed on
Schedule I (ii) all other property that may be delivered to and held by the Bank
pursuant to the terms of the Pledge Agreement, (iii) subject to Section 6(a)(i)
of the Pledge Agreement, all payments of dividends and distributions, including,
without limitation, all cash, instruments and other property, from time to time
received, receivable or otherwise paid or distributed, in respect of, or in
exchange for or upon the conversion of the securities and other property
referred to in clauses (i) or (ii) above, (iv) subject to Section 6(a)(i) of the
Pledge Agreement, all rights and privileges of the Pledgor with respect to the
securities and other property referred to in clauses (i), (ii), or (iii) above,
(v) any and all custodial accounts in which any of the foregoing property (and
any property described in the following clause (vi)) may be deposited, and any
securities entitlements relating thereto, and (vi) all proceeds of any of the
foregoing. Schedule I hereto shall supplement Schedule I to the Pledge
Agreement, and shall be deemed a part thereof for all purposes of the Pledge
Agreement.
(b) Without limiting Section 1(a), the Pledgor hereby agrees, acknowledges
and confirms that as pledgee of all of the outstanding shares of UBC under the
Pledge Agreement the Bank obtained and has retained a continuing security
interest in the shares of the capital stock described on Schedule I upon the
merger of UBC into the issuer of such capital stock.
Section 2. The Pledgor 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 signatures of the Pledgor and the Bank.
Section 4. The Pledgor has delivered herewith (i) in respect of the
additional Pledged Shares undated stock powers duly executed in blank or other
instruments of transfer satisfactory to the Bank and that the Bank shall
reasonably request in connection with the Pledgor as a pledgor or its
Collateral, and (ii) all instruments, documents, or agreements that the Bank
shall request in connection with the establishment or perfection of the pledge
or the Liens arising under the Pledge 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 Pledge Agreement and in respect of the termination of any other Liens
previously encumbering any Collateral of the Pledgor.
Section 5. Except as expressly supplemented hereby, the Pledge Agreement
shall remain in full force and effect.
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SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEV 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.
Section 8. The Pledgor 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 Pledgor and the Bank have duly executed this
Supplement as of the day and year first above written.
UNIDIGITAL INC.
By /s/ Xxxxxxx X. Xxx
-------------------------------
Name: Xxxxxxx X. Xxx
Title: President
THE CHASE MANHATTAN BANK
By:/s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: V P
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Schedule I
to Supplement
PLEDGED STOCK
Issuer Number of Shares Percentage
------ ---------------- ----------
1. Unison (MA), Inc., a
Delaware corporation 100 100%
