W I T N E S S E T H : - - - - - - - - - -American Color Graphics Inc • June 28th, 2002 • Commercial printing • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June 30, 1997, among SULLIVAN COMMUNICATIONS, INC. ("Communications"), SULLIVAN GRAPHICS, INC. (the "Borrower"), the financial institutions party...Credit Agreement • July 9th, 1997 • Sullivan Graphics Inc • Commercial printing • New York
W I T N E S S E T H : - - - - - - - - - - -Credit Agreement • June 30th, 1997 • Sullivan Graphics Inc • Commercial printing • New York
EMPLOYMENT AGREEMENT dated as of February 19, 1996 (the "Agreement"), between AMERICAN COLOR ("AC"), a division of SULLIVAN GRAPHICS, INC., a New York corporation (the "Company") and TERRENCE M. RAY (the "Executive"). WHEREAS, AC desires to employ...Employment Agreement • June 30th, 1997 • Sullivan Graphics Inc • Commercial printing • New York
THIRD AMENDMENTAmerican Color Graphics Inc • February 11th, 2000 • Commercial printing • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 5, 2005Credit Agreement • May 6th, 2005 • American Color Graphics Inc • Commercial printing • New York
EMPLOYMENT AGREEMENT dated as of October 19, 1998 (the "Agreement") between AMERICAN COLOR GRAPHICS, INC., a New York corporation, (the "Company") and STEPHEN M. DYOTT (the "Executive"). WHEREAS, the Executive is currently employed by the Company...Employment Agreement • June 13th, 2000 • American Color Graphics Inc • Commercial printing • New York
RECITALS:Credit Agreement • February 12th, 2004 • American Color Graphics Inc • Commercial printing • New York
W I T N E S S E T H : - - - - - - - - - -Fourth Amendment • February 13th, 2001 • American Color Graphics Inc • Commercial printing • New York
SECOND AMENDMENTSecond Amendment • February 11th, 1999 • American Color Graphics Inc • Commercial printing • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT dated as of August 1, 1999 (the "Agreement"), between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the "Company") and M.J. ANDERSON (the "Executive"). WHEREAS, the Company and the Executive have entered into...Employment Agreement • November 12th, 1999 • American Color Graphics Inc • Commercial printing • Tennessee
September 1, 1995American Color Graphics Inc • August 12th, 1999 • Commercial printing
TERM LOAN AGREEMENTTerm Loan Agreement • July 9th, 1997 • Sullivan Graphics Inc • Commercial printing • New York
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT dated as of May 22, 2008, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (“ACG”), and PATRICK W. KELLICK (the “Executive”).Employment Agreement • May 28th, 2008 • American Color Graphics Inc • Commercial printing
WHEREAS, ACG Holdings, Inc. (“Holdings”) has entered into an Agreement and Plan of Merger dated as of the date hereof, by and among Vertis Holdings, Inc., Vertis, Inc. (“Vertis”), Victory Merger Sub, LLC, and Holdings (the “Merger Agreement”), pursuant to which Holdings shall become a wholly owned subsidiary of Vertis, Inc. upon the closing of the transactions contemplated thereunder (“Closing”);
American Color Graphics, Inc., ACG Holdings, Inc., and The Bank of New York Trust Company, N.A. AMENDED AND RESTATED INDENTURE Dated as of November 14, 2007American Color Graphics Inc • November 16th, 2007 • Commercial printing • New York
AMENDED AND RESTATED INDENTURE dated as of November 14, 2007 among American Color Graphics, Inc., a New York corporation (the “Company”), ACG Holdings, Inc., a Delaware corporation (“Holdings” or the “Guarantor”) and The Bank of New York Trust Company, N.A., a national banking association (the “Trustee”).
ContractAmerican Color Graphics Inc • August 31st, 2007 • Commercial printing
AMENDMENT dated as of August 24, 2007, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), and KATHLEEN A. DEKAM (the “Executive”).
ContractCommon Stock Options Agreement • February 13th, 2006 • American Color Graphics Inc • Commercial printing • New York
COMMON STOCK OPTIONS AGREEMENT dated as of [ ] between ACG HOLDINGS, INC., a Delaware corporation (the “Company”), and the other party signatory hereto (the “Participant”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER AND CONSENTCredit Agreement and Waiver and Consent • June 28th, 2005 • American Color Graphics Inc • Commercial printing • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER AND CONSENT (this “Amendment”), dated as of April 7, 2005, is by and among AMERICAN COLOR GRAPHICS, INC., a New York Corporation (the “Borrower”), EACH OF THE LENDERS SIGNATORY HERETO, GECC CAPITAL MARKETS GROUP INC., as Syndication Agent (the “Syndication Agent”), and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Credit Agreement (as defined below).
CONTRIBUTION AND SALE AGREEMENT dated as of September 26, 2006 by and between AMERICAN COLOR GRAPHICS, INC., as Seller, and AMERICAN COLOR GRAPHICS FINANCE, LLC, as PurchaserContribution and Sale Agreement • November 13th, 2006 • American Color Graphics Inc • Commercial printing • New York
CONTRIBUTION AND SALE AGREEMENT, dated as of September 26, 2006 (the “Contribution Agreement”), by and between AMERICAN COLOR GRAPHICS, INC., a New York corporation (“ACG”), as the Seller (in such capacity, the “Seller”), and AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company, as the Purchaser (in such capacity, the “Purchaser”).
ContractAmerican Color Graphics Inc • October 19th, 2007 • Commercial printing
AMENDMENT dated as of October 3, 2007, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), and PATRICK W. KELLICK (the “Executive”).
CREDIT AGREEMENT dated as of September 26, 2006 among AMERICAN COLOR GRAPHICS FINANCE, LLC, as Borrower the Lenders party hereto, and BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent BANC OF AMERICA SECURITIES, LLC, as Sole Lead...Credit Agreement • November 13th, 2006 • American Color Graphics Inc • Commercial printing • New York
Each of the persons identified on the signature pages hereto as a “Lender” and each assignee that now or hereafter becomes a party to this Agreement as provided in Section 9.05(b) (the “Lenders”); and
SEVENTH AMENDMENTAmerican Color Graphics Inc • February 14th, 2003 • Commercial printing • New York
SEVENTH AMENDMENT (this "Amendment"), dated as of February 7, 2003, among ACG HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERICAN COLOR GRAPHICS, INC., a New York corporation (the "Borrower"), the lenders party to the Credit Agreement referred to below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENTAnd Temporary Waiver Agreement • February 15th, 2008 • American Color Graphics Inc • Commercial printing
THIS SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Second Amendment”) is made and entered into as of February 12, 2008 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, “ACG”), AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company (together with any permitted successors and assigns, “ACG Finance” and, together with ACG, the “ACG Parties”), the financial institutions identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
CONSENT AGREEMENTCredit Agreement and Temporary Waiver Agreement • November 6th, 2007 • American Color Graphics Inc • Commercial printing • New York
This Agreement dated as of November 5, 2007 (the “Agreement”) is made by and among (i) the undersigned holders or investment advisers or managers of discretionary accounts of the Notes (as defined below; each such signatory, a “Consenting Noteholder”) and (ii) American Color Graphics, Inc. (“ACG”) and ACG Holdings Inc. (“ACG Holdings” and together with ACG, the “ACG Parties;” each Consenting Noteholder, ACG and ACG Holdings, a “Party”, and collectively, the “Parties”).
ContractAmerican Color Graphics Inc • March 17th, 2008 • Commercial printing • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN “INSTITUTIONAL ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT), OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATIONS UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE, EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL
ContractAmerican Color Graphics Inc • October 19th, 2007 • Commercial printing
AMENDMENT dated as of October 3, 2007, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), and STEPHEN M. DYOTT (the “Executive”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 13th, 2007 • American Color Graphics Inc • Commercial printing • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”), is made and dated as of March 30, 2007 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, the “Borrower”), the Guarantor signatory hereto, the financial institutions identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Agent (in such capacity, “Agent”).
ContractAmerican Color Graphics Inc • October 19th, 2007 • Commercial printing
AMENDMENT dated as of October 3, 2007, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), and KATHLEEN A. DEKAM (the “Executive”).
SERVICING AGREEMENT dated as of September 26, 2006 by and among AMERICAN COLOR GRAPHICS, INC., as Servicer AMERICAN COLOR GRAPHICS FINANCE, LLC, as Purchaser, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral AgentServicing Agreement • November 13th, 2006 • American Color Graphics Inc • Commercial printing • New York
SERVICING AGREEMENT, dated as of September 26, 2006 (the “Servicing Agreement”), by and among AMERICAN COLOR GRAPHICS, INC., a New York corporation, as the Servicer (in such capacity, the “Servicer”), AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company, as the Purchaser (in such capacity, the “Purchaser”), and BANK OF AMERICA, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”) and the Collateral Agent (in such capacity, the “Collateral Agent”).
FIRST AMENDMENT TO SERVICING AGREEMENTServicing Agreement • April 13th, 2007 • American Color Graphics Inc • Commercial printing • New York
THIS FIRST AMENDMENT TO SERVICING AGREEMENT (this “First Amendment”), is made and dated as of March 30, 2007 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, the “Servicer”), AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company (together with any permitted successors and assigns, the “Purchaser” and, together with the Servicer, the “ACG Parties”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”).
AMENDMENT AND TEMPORARY WAIVER AGREEMENTAnd Temporary Waiver Agreement • November 16th, 2007 • American Color Graphics Inc • Commercial printing
THIS AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Amendment”), is made and entered into as of November 14, 2007 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, “ACG”), AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company (together with any permitted successors and assigns, “ACG Finance” and, together with ACG, the “ACG Parties”), the financial institutions identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2006 • American Color Graphics Inc • Commercial printing
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 26, 2006 (this “Amendment”), is by and among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, the “Borrower”), the Guarantor signatory hereto, the financial institutions identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (the “Administrative Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 17th, 2008 • American Color Graphics Inc • Commercial printing • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of March 14, 2008, and has been entered into by and between American Color Graphics, Inc., a New York corporation (the “Company”), ACG Holdings, Inc., a Delaware corporation (“Holdings” or the “Guarantor”), and The Bank of New York Trust Company, N.A., a national banking association as Successor to the Bank of New York, as trustee (the “Trustee”).
SECURITY AGREEMENTSecurity Agreement • November 13th, 2006 • American Color Graphics Inc • Commercial printing • New York
SECURITY AGREEMENT (this “Agreement”) dated as of September 26, 2006 by and between AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company, having a place of business at 100 Winners Circle, Brentwood, Tennessee 37027 (the “Grantor”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent” for the Secured Parties (as defined herein)), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENTCredit Agreement and Temporary Waiver Agreement • February 15th, 2008 • American Color Graphics Inc • Commercial printing
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT (this “Sixth Amendment”) is made and entered into as of February 12, 2008 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, the “Borrower”), the Guarantor signatory hereto, the financial institutions identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Agent”).
