Perry-Judds Inc Sample Contracts

Perry-Judds Inc – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among LASALLE BUSINESS CREDIT, LLC, as Agent THE FINANCIAL INSTITUTIONS FROM TIME TO TIME A PARTY HERETO, as Lenders PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent THE CIT GROUP/BUSINESS CREDIT, INC., as Syndication Agent and PERRY JUDD’S INCORPORATED, as Borrower DATED AS OF AUGUST 10, 2004 (August 13th, 2004)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this 10th day of August, 2004 by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (in its individual capacity, “LaSalle”), as agent (in such capacity as agent, “Agent”) for itself and all other lenders from time to time a party hereto (“Lenders”), 135 South LaSalle Street, Chicago, Illinois 60603-4105, PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC Bank”) as documentation agent (“Documentation Agent”) and as a Lender, One South Wacker, Suite 2980, Chicago, Illinois 60606, THE CIT GROUP/BUSINESS CREDIT, INC. (in its individual capacity, “CIT”) as syndication agent (“Syndication Agent”) and as a Lender, Ten South LaSalle Street, Chicago, Illinois 60603, all other Lenders and Perry Judd’s Incorporated, a Delaware corporation, having its principal place of business at 575 West Madison Street, Waterloo, Wisconsin

Perry-Judds Inc – LASALLE NATIONAL LEASING CORPORATION (August 13th, 2004)

THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of June 29, 2004, between LASALLE NATIONAL LEASING CORPORATION (“Lessor”) and PERRY JUDD’S INCORPORATED (“Lessee”).

Perry-Judds Inc – AMENDMENT TO STOCK RESTRICTION AND REPURCHASE AGREEMENT AND STOCK PURCHASE AGREEMENT (March 22nd, 2004)

This Amendment (the “Amendment”) is entered into as of the day of May, 2003, by and between PERRY JUDD’S HOLDINGS, INC., a Delaware corporation (the “Corporation”), and Verne F. Schmidt (“Executive”), and constitutes an amendment to (i) that certain Stock Restriction and Repurchase Agreement made as of February 3, 2000, by and between the Corporation and Executive, as amended on March 27, 2001 and September 20, 2001 (the “Stock Restriction and Repurchase Agreement”), and (ii) that certain Stock Purchase Agreement, dated as of June 1, 2000, by and between the Corporation and Executive, as amended on March 27, 2001 (the “Stock Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Stock Restrictive and Repurchase Agreement.

Perry-Judds Inc – RESTATED AND AMENDED EMPLOYMENT AGREEMENT (March 22nd, 2004)

THIS RESTATED AND AMENDED EMPLOYMENT AGREEMENT (“Agreement”) is made as of April 28, 2003, by and between PERRY-JUDD’S INCORPORATED, a Delaware corporation (the “Corporation”), and CRAIG A. HUTCHISON, an individual (the “Executive”).

Perry-Judds Inc – SUPPLEMENTAL AGREEMENT (March 22nd, 2004)

THIS SUPPLEMENTAL AGREEMENT (“Agreement”) is entered into as of the day of August, 2003, by and among PERRY JUDD’S INCORPORATED, a Delaware corporation (the “Corporation”), PERRY JUDD’S HOLDINGS, INC., a Delaware Corporation (“Holdings”), and Craig A. Hutchison, an individual (“Executive”). Terms used but not defined herein shall have the meanings ascribed thereto in the Amended and Restated Stock Restriction and Repurchase Agreement, made as of June 15, 2000, by and between Holdings and Executive, as amended on March 28, 2001 and September 13, 2001 (the “Stock Restriction and Repurchase Agreement”).

Perry-Judds Inc – LOAN AND SECURITY AGREEMENT DATED AS OF , 2002 BETWEEN LASALLE BUSINESS CREDIT, INC. THE LENDER, AND PERRY JUDD’S INCORPORATED THE BORROWER (November 13th, 2002)

THIS LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this day of , 2002 by and between LASALLE BUSINESS CREDIT, INC., a Delaware corporation (“Lender”), 135 South LaSalle Street, Chicago, Illinois 60603–4105, and PERRY JUDD’S INCORPORATED, a Delaware corporation, having its principal place of business at 575 West Madison Street, Waterloo, Wisconsin 53594-0097 (“Borrower”).

Perry-Judds Inc – STOCK PURCHASE AGREEMENT (September 17th, 1998)

-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT Dated as of July 31, 1998 among ---------------- PURCHASER: MACK PRINTING COMPANY ---------------- COMPANY: PORT CITY PRESS, INC. AND ---------------- SELLER: PERRY JUDD'S INCORPORATED ---------------- -------------------------------------------------------------------------------- ------------------------------------------

Perry-Judds Inc – LEASE (September 17th, 1998)

LEASE BETWEEN 1323 GREENWOOD, L.C.C., A DELAWARE LIMITED LIABILITY COMPANY AS LANDLORD AND PERRY JUDD'S HOLDINGS, INC., AND PERRY JUDD'S INCORPORATED, EACH A DELAWARE CORPORATION, AS TENANT DATED AS OF AUGUST 13, 1998 TABLE OF CONTENTS PAGE 1. Demise of Premises..................................................... 1 2. Title and Condition.................................................... 1 3. Use of Premises.....

Perry-Judds Inc – 1995 STOCK OPTION PLAN (January 30th, 1998)

EXHIBIT 10.3 PPC HOLDINGS, INC. 1995 STOCK OPTION PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This 1995 Stock Option Plan is intended to promote the interests of PPC Holdings, Inc., a Delaware corporation, by providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation. Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN A. The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board may be delegated to the

Perry-Judds Inc – CO-SALE AGREEMENT (January 30th, 1998)

EXHIBIT 10.6 PPC HOLDINGS, INC. AMENDED AND RESTATED CO-SALE AGREEMENT This Amended and Restated Co-Sale Agreement (the "Agreement") is made as of December 30, 1996, by and among PPC Holdings, Inc., a Delaware corporation, (the "Company"), Robert E. Milhous, as trustee of the Robert E. Milhous Trust, dated March 11, 1988, as amended (the "REM Trust"), Paul B. Milhous as trustee of the Paul Ballard Milhous Trust, dated September 24, 1982, as amended (the "PBM Trust" and the REM Trust, individually, a "Trust" and, collectively, the "Trusts"), and each of the undersigned stockholders (each, a "Management Stockholder," and collectively, together with the REM Trust and the PBM Trust, the "Stockholders"). RECITALS A. The Stockholders' current ownership of

Perry-Judds Inc – LEASE AGREEMENT (January 30th, 1998)

EXHIBIT 10.1 LEASE AGREEMENT by and between PRINT (WI) QRS 12-40, INC., a Wisconsin corporation as LANDLORD and PERRY GRAPHIC COMMUNICATIONS, INC., a Delaware corporation, and JUDD'S, INCORPORATED, a Maryland, corporation, jointly as TENANT Premises: 1300 Sauk Avenue, Baraboo, WI 161 N. Jackson St., Waterloo, WI 275 S. Jackson St., Waterloo, WI 200 S. Jackson St., Waterloo, WI 207 S. Jackson St., Waterloo, WI 575 W. Madison St., W

Perry-Judds Inc – REGISTRATION RIGHTS AGREEMENT (January 30th, 1998)

EXHIBIT 4.2 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of December 16, 1997 By and Among PERRY-JUDD'S INCORPORATED (FORMERLY PPC HOLDINGS, INC.) THE SUBSIDIARY GUARANTORS named herein and BT ALEX. BROWN INCORPORATED as Initial Purchaser 10 5/8% Senior Subordinated Notes due 2007

Perry-Judds Inc – INDENTURE (January 30th, 1998)

EXHIBIT 4.1 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- INDENTURE Dated as of December 16, 1997 Among PERRY-JUDD'S INCORPORATED, as Issuer, each of the Subsidiary Guarantors named herein and U.S. TRUST COMPANY OF CALIFORNIA, N.A., as Trustee ------------------ up to $200,000,000 10 5/8% Senior Subordinated Notes due 2007, Series A 10 5/8% Senior Subordinated Notes due 2007, Series B ------------------------------------------------------------------------------- ---------------------------

Perry-Judds Inc – CREDIT AGREEMENT (January 30th, 1998)

EXHIBIT 10.2 ------------------------------------------------------------------------------- AMENDED AND RESTATED CREDIT AGREEMENT $75,000,000 among PERRY GRAPHIC COMMUNICATIONS, INC., SHENANDOAH VALLEY PRESS, INC., AND PORT CITY PRESS, INC., as Borrowers, EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO, TOGETHER WITH THOSE ASSIGNEES PURSUANT TO SECTION 11.8 HEREOF, as Lenders, and BT COMMERCIAL CORPORATION,

Perry-Judds Inc – EMPLOYMENT AGREEMENT (January 30th, 1998)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of April 28, 1995, by and between PPC ACQUISITIONS, INC., a Delaware corporation (the "Corporation"), and CRAIG A. HUTCHISON, an individual (the "Executive"). RECITALS WHEREAS, the Corporation is engaged in business as a long run magazine and catalog full service heatset web offset printer (the "Business"); WHEREAS, the Corporation desires to employ the Executive as the president of the Corporation, to serve as the executive manager of the Business with such authority and obligations as set forth herein, and the Executive desires to provide such management services to the Corporation, on the terms and conditions set forth herein; and NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement

Perry-Judds Inc – STOCKHOLDERS AGREEMENT (January 30th, 1998)

EXHIBIT 10.5 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT ("Agreement") is made as of the 1st day of July, 1996, by and among PPC HOLDINGS, INC., a Delaware corporation (the "Company"), ROBERT E. MILHOUS, as Trustee of the Robert E. Milhous Trust dated March 11, 1988, as amended ("REM Trustee"), PAUL B. MILHOUS, as Trustee of the Paul Ballard Milhous Trust dated September 24, 1982, as amended ("PBM Trustee" and, together with "REM Trustee," the "Trustees"), and each of the undersigned stockholders (each, an "Investor Stockholder" and, together with the Trustees, the "Stockholders"). RECITALS WHEREAS, the Stockholders are the holders of certain of the outstanding shares of common stock of the Company ("Shares") as set forth on SCHEDULE A attached hereto (which schedule will be amended from time to time to reflect changes in o