Execution Copy
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of July 15,2005,
is executed by and between Wells Fargo Foothill, Inc., a California corporation,
in its capacity as agent (in such capacity, together with its successors and
assigns in such capacity, the "Agent") for the financial institutions party to
the Credit Agreement (as hereinafter defined), Wells Fargo Bank and its
affiliates (together with their respective successors and assigns, collectively,
the "Lenders") and AgfaPhoto USA Corporation, a Delaware corporation and
assignee of Agfa Corporation ("Creditor") with respect to the following facts:
RECITALS
WHEREAS, PCA LLC, a Delaware limited liability company ("PCA"), each of
PCA's Subsidiaries identified on the signature pages to the Credit Agreement (as
hereinafter defined) (such Subsidiaries, together with PCA, are referred to
hereinafter each individually as a "Borrower", and individually and
collectively, jointly and severally, as the "Borrowers") has requested that
Agent and the Lenders enter into that certain Credit Agreement (the "Credit
Agreement"), the Loan Documents (as defined in the Credit Agreement) and other
related supplements, agreements, documents and instruments, pursuant to which
the Lenders would extend certain loans and other financial accommodations to the
Borrowers, to be secured by a continuing, first-priority security interest in
the Collateral (as hereinafter defined); and
WHEREAS, Creditor has extended or may extend credit to Borrowers secured by
the Creditor Junior Collateral (as hereinafter defined) for the purpose of
purchasing certain goods supplied to Borrowers by Creditor:
WHEREAS, Creditor and the Borrowers intend to, from time to time, amend,
supplement, modify or restate the existing supply agreement with Creditor; and
WHEREAS, Agent and Creditor desire to agree to the relative priority of
their respective security interests in, and liens on, the Collateral and certain
other rights, priorities and interests as between themselves.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenunts
herein contained, and for other good and valuable consideration hereby
acknowledged, it is hereby agreed as follows:
I. DEFINITIONS. All capitalized terms used herein (including, without
limitation, in this preamble and recitals hereof) without definition shall have
the meanings ascribed thereto in the Credit Agreement. In addition to those
terms defined elsewhere in this Agreement, as used in this Agreement, the
following terms shall have the following meanings.
"Collateral" means all personal and real property of each Obligor in which
Agent or Creditor may now or hereafter have a Lien, including without limitation
all accounts, chattel paper, general intangibles, deposit accounts, instruments,
documents, investment property, inventory, equipment, fixtures and real
property, wherever located, whether such Obligor now has or hereafter acquires
any rights therein.
"Creditor Junior Collateral" means (a) inventory supplied by or purchased
through Creditor, and all Proceeds of the foregoing, and (b) any other assets of
any Obligor provided by such Obligor as security for the Subordinated
Indebtedness.
"Default Notice" means a written notice from or on behalf of Agent to
Creditor of the existence of an Event of Default.
WFF/PCA: Subordination Agreement with AGFA - Execution Copy
"Discharge of Senior Indebtedness"