**AMENDMENT NO. 2 TO AGFA/PCA 2002 SALES CONTRACT**This Amendment (“Amendment”), dated effective as of June 28, 2002, is by and between AgfaCorporation, 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 corporationwith an address at 815 Matthews-Mint Hill Road, Matthews, North Carolina 28105 (“PCA”), and PCALLC, 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 datedeffective February 4, 2002 (as amended, the “Agreement”);     WHEREAS, PCA has transferred, contributed, conveyed and assigned to PCA LLC substantially allof 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 PCALLC desires to accept such assignment.     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants andagreements contained herein, and intending to be mutually bound, the parities agree as follows:     1. Agfa hereby agrees that the security interest granted to Agfa byPCA under the Agreement shall be subordinate and junior in right of payment to allpayment obligations of PCA and its subsidiaries under any senior indebtedness forborrowed money thereof, including, without limitation, the 11.875% Senior Notes due2009 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, asguarantors, Bank of America, N.A., as administrative agent, and the lenders namedtherein, but excluding indebtedness of PCA and/or its subsidiaries to other productvendors to PCA and/or its subsidiaries.     2. Assignment and Assumption          (a)Assignment. PCA hereby grants, assigns, conveys, sets over and delivers to PCALLC and its successors and assigns all of its right, title and interest to, and liabilities andobligations under, the Agreement, to have and hold unto PCA LLC and its successors and assignsforever.Assumption. In consideration of this assignment made herein to PCA LLC, PCA LLChereby agrees to assume, pay, perform and observe all covenants, agreements, liabilitiesand obligations of PCA under the Agreement. (c) Notwithstanding the
 

 

2foregoing subsections 2(a) and 2(b), PCA is and shall remain jointly and severally liable for anyand all past, current and future liabilities and obligations under the Agreement, including but notlimited to payment obligations to Agfa thereunder.          (d) Consent to Assignment. Agfa hereby consents to theassignment and assumption as set forth in this Section 2.     3. Miscellaneous.          (a) Severability. In the event that any provision of thisAmendment shall be unenforceable or invalid under any applicable law or be so held byapplicable court decision, such enforceability or invalidity shall not render thisAmendment unenforceable or invalid as a whole.          (b) Entire Agreement. This Amendment amends andsupplements 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, whetherexpress or implied, oral or written. This Amendment may not be altered, amended ormodified except in writing signed by authorized representatives (in Agfa’s case, a VicePresident level employee or higher) of both parties.          (c) Full Force and Effect. Except and solely to the extent thatthe same has been specifically modified, amendment or supplemented herein, all of theterms and conditions of the Agreement shall remain in full force and effect.          (d) Binding Effect. This Amendment shall be binding uponand inure to the benefit of Agfa and Customer and their respective successors andpermitted assigns.          (e) Conflicts with the Agreement. If any term, condition orprovision of this Amendment is inconsistent or conflicts with any term, condition orprovision of the Agreement, the term, condition or provision of this Amendment shallgovern in the event of such inconsistency or conflict.
 

 

3     IN WITNESS WHEREOF, the parties herein have executed this Amendment by their duly authorizedrepresentatives effective as of the date first above written.      AGFA CORPORATION