RECITALSStock Purchase Agreement • November 13th, 1998 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this "Agreement") is entered into and effective as of December 15, 1997 among AHC I Acquisition Corp., a Delaware corporation (the "Company"), DLJ Merchant Banking Partners II, L.P., a Delaware...Stockholders Agreement • August 7th, 1998 • Aki Inc • New York
July 20, 2004 PRIVATE AND CONFIDENTIAL AHC I Acquisition Corp. c/o DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 Ladies and Gentlemen: Reference is hereby made to that certain Letter Agreement Assignment (the "Assignment"), dated...Letter Agreement • September 1st, 2004 • Aki Inc • Perfumes, cosmetics & other toilet preparations
Pursuant to the terms of the Agreement and the Assignment, the Company hereby agrees to pay DLJMB a one-time fee (the "Financial Advisory Fee") of two million dollars ($2,000,000) in consideration for financial advisory services rendered to the Company by DLJMB in connection with the consummation of the transactions contemplated by the Merger Agreement (the "Merger Agreement"), dated July 20, 2004, by and among the Company, AHC Merger, Inc. and Fusion Acquisition LLC. Payment of such Financial Advisory Fee shall be made by the Company to DLJMB immediately upon the closing under the Merger Agreement.
Dated as of May 28, 1998 ------------------------------------- ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 7th, 1998 • Aki Inc • New York
Exhibit 4.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TO AMENDED AND RESTATED PLEDGE AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TO AMENDED AND RESTATED PLEDGE AGREEMENT dated as of November 15, 2002...Credit Agreement • February 12th, 2003 • Aki Inc • Perfumes, cosmetics & other toilet preparations • Illinois
EXECUTION COUNTERPART EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of May 12, 1998, by and between ARCADE, INC. (the "Company"), a Tennessee corporation, and BARRY MILLER (the "Executive"), a residing at 169...Employment Agreement • August 7th, 1998 • Aki Inc • Tennessee
AKI, INC. $115,000,000 10 1/2% SENIOR NOTES DUE 2008Purchase Agreement • August 7th, 1998 • Aki Inc • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 1998 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
CREDIT AGREEMENT DATED AS OF APRIL 30, 1996Credit Agreement • August 7th, 1998 • Aki Inc • New York
Exhibit 4.3 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT Dated as of June 25, 1998 BY AND BETWEEN AKI, Inc. AND DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION This Registration Rights Agreement (this "Agreement") is made and entered into as of...Registration Rights Agreement • August 7th, 1998 • Aki Inc • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of July 21, 2004Agreement and Plan of Merger • September 1st, 2004 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of July 1, 2000, by and between ARCADE MARKETING, INC. (the "Company"), a Delaware corporation, and KENNETH A. BUDDE (the "Employee"), an individual residing at 5611...Employment Agreement • September 28th, 2000 • Aki Inc • Perfumes, cosmetics & other toilet preparations • Tennessee
Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (hereinafter the "Agreement"), dated June 17, 1998, by and between Arcade Marketing, Inc., a Delaware corporation (the "Corporation"), and Roger L. Barnett (the "Executive")....Executive Employment Agreement • August 7th, 1998 • Aki Inc • New York
INDENTUREExecution • August 7th, 1998 • Aki Inc • New York
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 28th, 1999 • Aki Inc • Perfumes, cosmetics & other toilet preparations
Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 17, 2004 (this "Amendment"), is by and among AKI, INC., a Delaware corporation ("Borrower"), HELLER...Credit Agreement • May 10th, 2004 • Aki Inc • Perfumes, cosmetics & other toilet preparations • Illinois
RECITALSPut and Call Agreement • November 13th, 1998 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of May 17, 2000 (this "Amendment"), is by and between AKI, INC., a Delaware corporation, formerly known as Arcade, Inc. ("Borrower") and HELLER FINANCIAL, INC., a...Credit Agreement • February 13th, 2001 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
CSFB LLC LETTERHEAD] April 27, 2004 PRIVATE AND CONFIDENTIAL DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 AHC I Acquisition Corp. c/o DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 Re: Arcade Holding...Aki Inc • September 1st, 2004 • Perfumes, cosmetics & other toilet preparations
Reference is hereby made to that certain letter agreement dated December 12, 1997 (the "Agreement"), a copy of which is attached hereto, between Credit Suisse First Boston LLC, as successor to the interests of Donaldson, Lufkin & Jenrette Securities Corporation under the Agreement ("CSFB"), and AHC I Acquisition Corp. (the "Company"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
RecitalsOption Substitution Agreement • November 13th, 1998 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
REPLACEMENT STOCK OPTION AGREEMENT This Replacement Stock Option Agreement is made as of December 15, 1997 between AHC I Acquisition Corp., a Delaware corporation (the "Company"), and Roger L. Barnett (the "Barnett"), 1. BACKGROUND. As of August 4,...Replacement Stock Option Agreement • November 13th, 1998 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
AHC I ACQUISITION CORP. AKI HOLDING CORP. AKI, INC. Chattanooga, Tennessee 37404 September 30, 2004Aki Inc • February 14th, 2005 • Perfumes, cosmetics & other toilet preparations • New York
Contract1 and Agreement • February 14th, 2005 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
AMENDMENT NO. 1 AND AGREEMENT dated as of December 21, 2004 (this “Amendment”), to the Credit Agreement dated as of October 4, 2004, among JOSTENS IH CORP., a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), JOSTENS SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON, as Administrative Agent (in such capacity, the “Administrative Agent”), and CREDIT SUISSE FIRST BOSTON TORONTO BRANCH, as Canadian Administrative Agent.
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • February 14th, 2005 • Aki Inc • Perfumes, cosmetics & other toilet preparations
WHEREAS, Robert S. Mathews (“Executive”) entered into that certain Executive Employment Agreement with Von Hoffmann Press, Inc. (now Von Hoffman Corporation, the “Company”), dated as of January 31, 2002, with an Effective Date as of January 1, 2002 (the “Original Agreement” and as amended hereby, the “Agreement”); and
ARTICLE 1. TERMINATION OF AGREEMENTTermination of Put and Call Agreement • November 13th, 1998 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
