INDENTUREWorld Color Press Inc /De/ • March 8th, 1999 • Commercial printing • New York
WORLD COLOR PRESS, INC.,Supplemental Indenture • March 30th, 2000 • Quebecor World Usa Inc • Commercial printing • New York
Exhibit 10.2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of July 12, 1999, between QUEBECOR PRINTING INC., a corporation formed under the laws of Canada ("GRANTEE"), and WORLD COLOR PRESS, INC., a corporation organized under the laws of...Stock Option Agreement • July 13th, 1999 • World Color Press Inc /De/ • Commercial printing • Delaware
WORLD COLOR PRESS, INC. NINTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This NINTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "AMENDMENT" or this "NINTH AMENDMENT") is dated as of March 12, 1999 and entered into by...Credit Agreement • April 9th, 1999 • World Color Press Inc /De/ • Commercial printing • New York
EXHIBIT 1.1 WORLD COLOR PRESS, INC. % CONVERTIBLE SENIOR SUBORDINATED NOTES UNDERWRITING AGREEMENT October __, 1997Underwriting Agreement • October 1st, 1997 • World Color Press Inc /De/ • Commercial printing • New York
------------------------------------------------------------------------------- - FORM T-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS...World Color Press Inc /De/ • March 8th, 1999 • Commercial printing
Exhibit 4.3 World Color Press, Inc. 7 3/4% Senior Subordinated Notes due 2009Indenture • March 8th, 1999 • World Color Press Inc /De/ • Commercial printing • New York
Exhibit 1.1 WORLD COLOR PRESS, INC. Common Stock (par value $.01 per share) Underwriting AgreementWorld Color Press Inc /De/ • May 19th, 1998 • Commercial printing • New York
December 22, 1999 Quebecor World Finance Inc. 300 Delaware Avenue Suite 900 Wilmington, DE 19801 Attention: Vice President, Legal Affairs and Secretary Dear Ladies and Gentlemen: Reference is hereby made to the Receivables Purchase Agreement dated as...Receivables Purchase Agreement • March 30th, 2000 • Quebecor World Usa Inc • Commercial printing
Reference is hereby made to the Receivables Purchase Agreement dated as of September 24, 1999 (the "Agreement") among the Sellers party thereto and Quebecor World Finance Inc. (the "Purchaser"). Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement.
Exhibit 10.3 FORM OF WORLD COLOR PRESS RESTRICTED STOCK AGREEMENT (ISSUED UNDER THE 1998 RESTRICTED STOCK PLAN OF WORLD COLOR PRESS)Restricted Stock Agreement • August 10th, 1998 • World Color Press Inc /De/ • Commercial printing • Delaware
RECITALSStock Option Agreement • July 9th, 1999 • World Color Press Inc /De/ • Commercial printing • Delaware
Indemnity Agreement This Indemnity Agreement (the "Indemnity Agreement"), dated as of June 30, 1997, made by and between World Color Press, Inc. (the "Originator") and the Agent (as defined below) for the benefit of the Beneficiaries (as defined...Indemnity Agreement • August 13th, 1997 • World Color Press Inc /De/ • Commercial printing • Illinois
Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT Dated as of February 22, 1999Registration Rights Agreement • March 17th, 1999 • World Color Press Inc /De/ • Commercial printing • New York
300,000,000 7 3/4 % Senior Subordinated Notes due 2009 PURCHASE AGREEMENT February 16, 1999 MORGAN STANLEY & CO. INCORPORATED ABN AMRO INCORPORATED BANCBOSTON ROBERTSON STEPHENS INC. CIBC OPPENHEIMER CORP. FLEET SECURITIES INC.World Color Press Inc /De/ • March 8th, 1999 • Commercial printing
November 12, 1998 BT Alex. Brown Incorporated CIBC Oppenheimer Corp. c/o BT Alex. Brown Incorporated 130 Liberty Street 1 BT Plaza 37th Floor New York, New York 10006 Ladies and Gentlemen: World Color Press, Inc. (the "COMPANY"), a Delaware...World Color Press Inc /De/ • March 8th, 1999 • Commercial printing
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of November 20, 1998Registration Rights Agreement • March 17th, 1999 • World Color Press Inc /De/ • Commercial printing • New York
WORLD COLOR PRESS, INC. LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 1997 • World Color Press Inc /De/ • Commercial printing • New York
6% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2007 ------------------------ ------------------------ THIRD SUPPLEMENTAL INDENTURE Dated as of November 23 , 1999 ------------------------Indenture • March 30th, 2000 • Quebecor World Usa Inc • Commercial printing • New York
AMONGAgreement and Plan of Merger • July 13th, 1999 • World Color Press Inc /De/ • Commercial printing
ACKNOWLEDGMENT OF TERMINATION OF PURCHASED INTEREST AND DIRECTION FOR PAYMENT FOR REDUCTION IN PURCHASED INTEREST The undersigned do hereby agree and acknowledge in connection with that certain Receivables Sale Agreement dated as of June 30, 1997...Sale Agreement • March 30th, 2000 • Quebecor World Usa Inc • Commercial printing
Exhibit 10.3 Amended and Restated Receivables Sale AgreementReceivables Sale Agreement • March 30th, 2000 • Quebecor World Usa Inc • Commercial printing • New York
Exhibit 99.7 CHANGE IN CONTROL SEVERANCE AGREEMENT AGREEMENT made as of April 16, 1999 between World Color Press, Inc., a Delaware corporation (the "Company"), with offices at 340 Pemberwick Road, Greenwich, CT 06820, and Paul Carousso (the...Change in Control Severance Agreement • July 16th, 1999 • World Color Press Inc /De/ • Commercial printing • Connecticut
World Color Press, Inc. $ % Convertible Senior Subordinated Notes due 2007 -------------------- INDENTURE Dated as of , 1997 --------------------- Trustee -------------------------------------------------------------------------------...Indenture • October 1st, 1997 • World Color Press Inc /De/ • Commercial printing • New York
EXECUTION WORLD COLOR PRESS, INC. LIMITED WAIVER, CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This LIMITED WAIVER, CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is...Credit Agreement • August 13th, 1997 • World Color Press Inc /De/ • Commercial printing • New York
RECITALSStock Option Agreement • November 12th, 1997 • World Color Press Inc /De/ • Commercial printing • Delaware
RECITALSStock Option Agreement • August 9th, 1999 • World Color Press Inc /De/ • Commercial printing • Delaware
Exhibit 10.1 TENDER, VOTING AND OPTION AGREEMENT TENDER, VOTING AND OPTION AGREEMENT (this "AGREEMENT"), dated as of July 12, 1999, by and among Quebecor Printing Inc., a company formed under the laws of Canada ("PARENT") and each of the parties...Tender, Voting and Option Agreement • July 13th, 1999 • World Color Press Inc /De/ • Commercial printing • Delaware
EXHIBIT 10.10Retention and Severance Agreement • March 30th, 2000 • Quebecor World Usa Inc • Commercial printing • Connecticut
Dated as of June 30, 1997Receivables Sale Agreement • August 13th, 1997 • World Color Press Inc /De/ • Commercial printing • Illinois
d) "DATE OF TERMINATION" shall mean fifteen days following a party's receipt of the Notice of Termination, or upon the death of the Executive. (e) The Executive shall have "GOOD REASON" to terminate employment if (i) the Executive shall not have the...Execution Copy Retention and Severance Agreement • November 9th, 1999 • Quebecor World Usa Inc • Commercial printing • Connecticut
GRID NOTE QUEBECOR WORLD (USA) INC.Quebecor World Usa Inc • May 12th, 2000 • Commercial printing
240,000,000 Wilmington, Delaware August 20, 1999 FOR VALUE RECEIVED, the undersigned WORLD COLOR PRESS, INC., a Delaware corporation (the "Borrower") promises to pay to the order of QUEBECOR PRINTING DELAWARE LLC, a Delaware limited liability company...Quebecor World Usa Inc • March 30th, 2000 • Commercial printing
LOGO]World Color Press Inc /De/ • July 16th, 1999 • Commercial printing
271,500,000 Wilmington, Delaware August 20, 1999 FOR VALUE RECEIVED, the undersigned WORLD COLOR PRESS, INC., a Delaware corporation (the "Borrower") promises to pay to the order of QUEBECOR PRINTING (USA) HOLDINGS INC., a Delaware limited liability...Quebecor World Usa Inc • March 30th, 2000 • Commercial printing
achievement of all performance targets and deeming the Executive to have been employed by the Company for all relevant periods to be entitled to such full payout; and (v) continuation for three years after the Effective Date of welfare and fringe...Execution Copy Settlement Agreement • November 9th, 1999 • Quebecor World Usa Inc • Commercial printing • Connecticut
