Dmw Worldwide Inc Sample Contracts

Dmw Worldwide Inc – REGISTRATION RIGHTS AGREEMENT (August 12th, 1999)

Exhibit 4.4 EXECUTION COPY DIMAC CORPORATION $100,000,000 12-1/2% SENIOR SUBORDINATED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENT ----------------------------- October 16, 1998 CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION CAPITAL MARKETS, A DIVISION OF WHEAT FIRST SECURITIES, INC. WARBURG DILLON READ, LLC Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: DIMAC Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston Corporation, First Union Capital Markets and Warburg Dillon Read LLC (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even

Dmw Worldwide Inc – 1998 STOCK OPTION PLAN (August 12th, 1999)

Exhibit 10.8 DIMAC HOLDINGS, INC. 1998 STOCK OPTION PLAN ---------------------- 1. Purposes. The purposes of the DIMAC Holdings, Inc. 1998 Stock Option Plan are: (a) To further the growth, development and success of the Company and its Subsidiaries by enabling the executive and other employees and directors of, and consultants to, the Company and its Subsidiaries to acquire a continuing equity interest in the Company, thereby increasing their personal interests in such growth, development and success and motivating such employees, directors and consultants to exert their best efforts on behalf of the Company and its Subsidiaries; and (b) To maintain the ability of the Company and its Subsidiaries to attract and retain employees, directors and consultants of outstanding ability by offering them an

Dmw Worldwide Inc – 15 1/2% Senior Notes due October 22, 2009, (August 12th, 1999)

Exhibit 10.4 DIMAC HOLDINGS, INC and DIMAC CORPORATION 15 1/2% Senior Notes due October 22, 2009, Common Stock and Warrants to Purchase Shares of Common Stock of DIMAC Holdings, Inc. SECURITIES PURCHASE AGREEMENT Dated as of October 22, 1998 TABLE OF CONTENTS Page ----

Dmw Worldwide Inc – AMENDED AND RESTATED CREDIT AGREEMENT (August 12th, 1999)

Exhibit 10.11 DIMAC CORPORATION SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT (this "AMENDMENT"), dated as of July 23, 1999, to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 22, 1998, as amended by the First Amendment, dated as of March 26, 1999 (as amended, the "CREDIT AGREEMENT"), is entered into by and among DIMAC CORPORATION, a Delaware corporation (the "COMPANY"), DIMAC HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), THE CREDIT SUPPORT PARTIES listed on the signature pages hereto (each individually referred to herein as a "CREDIT SUPPORT PARTY" and collectively as "CREDIT SUPPORT PARTIES"), THE FINANCIAL INSTITUTIONS party hereto, CREDIT SUISSE FIRST BOSTON ("CSFB"), as administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"), and as Arr

Dmw Worldwide Inc – AMENDED AND RESTATED CREDIT AGREEMENT (August 12th, 1999)

Exhibit 10.10 DIMAC CORPORATION FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT (this "AMENDMENT") dated as of March 26, 1999 to the AMENDED AND RESTATED CREDIT AGREEMENT (the "CREDIT AGREEMENT") dated as of October 22, 1998 is entered into by and among DIMAC CORPORATION, a Delaware corporation (the "COMPANY"), DIMAC HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), THE CREDIT SUPPORT PARTIES listed on the signature pages hereto (each individually referred to herein as a "CREDIT SUPPORT PARTY" and collectively as "CREDIT SUPPORT PARTIES"), and THE FINANCIAL INSTITUTIONS party hereto (each individually referred to herein as a "LENDER" and collectively as "LENDERS"). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement and

Dmw Worldwide Inc – TAX SHARING AGREEMENT (August 12th, 1999)

Exhibit 10.9 TAX SHARING AGREEMENT This TAX SHARING AGREEMENT for the allocation and settlement of consolidated U.S. federal income tax liability (hereinafter referred to as the "Agreement") is dated as of October 18, 1998 between DIMAC Holdings, Inc., a Delaware corporation ("Parent") and DIMAC Corporation, a Delaware corporation, DIMAC Marketing Corporation, a Delaware corporation, AmeriComm Holdings, Inc., a Delaware corporation, DIMAC DIRECT, Inc., a Missouri corporation, The McClure Group Inc., a Missouri corporation, MBS/Multimode Inc., a Missouri corporation, Wilcox & Associates Inc., a Missouri corporation, Palm Coast Data Inc., a Missouri corporation and AmeriComm Direct Marketing, Inc., a Delaware corporation, (each, a "Subsidiary" and together, the "Subsidiaries"). RECITALS A. Parent and each Subsidiary are members of an aff

Dmw Worldwide Inc – AMENDED AND RESTATED CREDIT AGREEMENT (August 12th, 1999)

Exhibit 10.3 EXECUTION AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 22, 1998 AMONG DIMAC CORPORATION, AS BORROWER, DIMAC HOLDINGS, INC., AS A GUARANTOR, THE LENDERS LISTED HEREIN, AS LENDERS, CREDIT SUISSE FIRST BOSTON, AS ADMINISTRATIVE AGENT AND ARRANGER, WARBURG DILLON READ LLC, AS SYNDICATION AGENT, AND FIRST UNION NATIONAL BANK,