AMENDMENT NO. 2 TO AGFA/PCA 2002
SALES CONTRACT
This Amendment
(“Amendment”), dated effective as of June 28,
2002, is by and between Agfa Corporation, a Delaware corporation,
with its principal place of business at 100 Challenger Road,
Ridgefield Park, New Jersey 07660 (“Agfa”), PCA
International, Inc., a North Carolina corporation with an address
at 815 Matthews-Mint Hill Road, Matthews, North Carolina 28105
(“PCA”), and PCA LLC, a Delaware limited liability
company with an address at 815 Matthews-Mint Hill Road, Matthews,
North Carolina 28105 (“PCA LLC”).
WHEREAS, Agfa and
PCA are parties to that certain AGFA/PCA 2002 Sales Contract dated
effective February 4, 2002 (as amended, the
“Agreement”);
WHEREAS, PCA has
transferred, contributed, conveyed and assigned to PCA LLC
substantially all of its assets;
WHEREAS, Agfa and
PCA desire to amend the Agreement as set forth herein;
and
WHEREAS, PCA,
pursuant to this Amendment, desires to assign the Agreement to PCA
LLC, and PCA LLC desires to accept such assignment.
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 to 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 11.875% Senior Notes due 2009 of
PCA LLC and PCA Finance Corp. and the Credit Agreement, dated
June 27, 2002, by and among PCA LLC, PCA and certain of PCA
LLC’s subsidiaries, as guarantors, Bank of America, N.A., as
administrative agent, and the lenders named therein, but
exclu
|
