W I T N E S S E T H :Credit Agreement • November 13th, 1996 • Sullivan Communications Inc /De/ • Commercial printing • New York
CREDIT AGREEMENT Dated as of July 3, 2003Credit Agreement • July 16th, 2003 • Acg Holdings Inc • Commercial printing • New York
EMPLOYMENT AGREEMENT dated as of August , 1997 (the "Agreement"),between AMERICAN COLOR ("AC"), a division of AMERICAN COLOR GRAPHICS, INC., a New York corporation (the "Company") and TERRENCE M. RAY (the "Executive"). WHEREAS, AC desires to employ...Employment Agreement • June 30th, 1998 • Acg Holdings Inc • Commercial printing • New York
EXHIBIT 10g FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of June 8, 1998, among ACG HOLDINGS, INC., a Delaware corporation ("Holdings"), AMERICAN COLOR GRAPHICS, INC., a New York corporation (the "Borrower"), the lenders party to the...First Amendment • June 30th, 1998 • Acg Holdings Inc • Commercial printing • New York
W I T N E S S E T H :Credit Agreement • June 30th, 1998 • Acg Holdings Inc • Commercial printing • New York
Conformed copy with Exhibits G, H-2, I-2, K-3, and K-4 Conformed as Executed] TERM LOAN AGREEMENTAgreement • June 30th, 1998 • Acg Holdings Inc • Commercial printing • New York
September 18, 1996 Mr. James T. Sullivan 25 Field Point Circle Greenwich, Connecticut 06830 Dear Jim: This letter agreement (the "Agreement") sets forth our mutual agreement concerning your resignation as an employee of Sullivan Graphics, Inc., a New...Letter Agreement • November 13th, 1996 • Sullivan Communications Inc /De/ • Commercial printing • New York
Conformed Copy with Exhibits E, F, and G Conformed as Executed] CREDIT AGREEMENTSecurity Agreement • June 30th, 1998 • Acg Holdings Inc • 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...Credit Agreement • June 30th, 1998 • Acg Holdings Inc • Commercial printing • New York
ContractEmployment Agreement • April 20th, 2007 • Acg Holdings Inc • Commercial printing • Delaware
EMPLOYMENT AGREEMENT dated as of April 19, 2007, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), and KATHLEEN A. DEKAM (the “Executive”).
REGISTRATION RIGHTS AGREEMENT Dated June 19, 2003 among AMERICAN COLOR GRAPHICS, INC. THE GUARANTOR NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLCRegistration Rights Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into June 19, 2003, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), ACG HOLDINGS, INC. (“Holdings” or the “Guarantor”), and MORGAN STANLEY & CO. INCORPORATED, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE FIRST BOSTON LLC (the “Initial Purchasers”).
WITNESSETH:Acg Holdings Inc • June 30th, 1998 • Commercial printing • Delaware
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENTCredit Agreement and Temporary Waiver Agreement • March 7th, 2008 • Acg Holdings Inc • Commercial printing
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT (this “Seventh Amendment”) is made and entered into as of March 3, 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”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 7th, 2008 • Acg Holdings Inc • Commercial printing • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of March 3, 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 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
WHEREAS, pursuant to that certain Indenture dated as of the date hereof by and among Company, Parent and The Bank of New York (the “Trustee”) as from time to time amended, restated, supplemented or otherwise modified (the “Indenture”), the Company has authorized issuance from time to time of Senior Second Secured Notes (the “Notes”) which are guaranteed by Parent and the other Guarantors;
September 8, 1995 Mr. M. J. Anderson Sullivan Graphics, Inc. 100 Winners Circle Brentwood, TN 37027 Dear Jack: This letter, when signed by both of us, will constitute our agreement to employ you as Senior Vice President, Operations for Sullivan...Acg Holdings Inc • June 30th, 1998 • Commercial printing
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • November 26th, 2003 • Acg Holdings Inc • Commercial printing • New York
American Color Graphics, Inc., a New York corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 10% Senior Second Secured Notes Due 2010 (the “Old Notes”) for its new 10% Senior Second Secured Notes Due 2010 (the “New Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated November 26, 2003 (the ”Prospectus”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes”.
THIRD AMENDMENT AND TEMPORARY WAIVER AGREEMENTAnd Temporary Waiver Agreement • March 7th, 2008 • Acg Holdings Inc • Commercial printing
THIS THIRD AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Third Amendment”) is made and entered into as of March 3, 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”).
LIMITED WAIVER AND CONSENT AGREEMENTLimited Waiver and Consent Agreement • August 31st, 2007 • Acg Holdings Inc • Commercial printing • New York
THIS LIMITED WAIVER AND CONSENT AGREEMENT (this “Agreement”) is made and dated as of August 28, 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”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) and each lender party hereto (collectively, the “Lenders”).
ACKNOWLEDGEMENT AGREEMENTAcknowledgement Agreement • March 7th, 2008 • Acg Holdings Inc • Commercial printing • New York
This ACKNOWLEDGEMENT AGREEMENT (“Agreement”), dated as of March 3, 2008 is entered into by and among BANK OF AMERICA, N.A., as Senior Agent (as defined below), SPECIAL SITUATIONS INVESTING GROUP, INC., as administrative agent and collateral agent under the Bridge Facility Agreement (as defined below), THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee and collateral agent under the Indenture referred to below, and AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Borrower”).
EXHIBIT 10.4(a) August 30, 2004 Mr. Patrick Kellick American Color Graphics, Inc. 100 Winners Circle Brentwood, TN 37027 Dear Pat: I refer you to your letter agreement dated October 3, 1996. This will confirm that in the third sentence in the letter...Acg Holdings Inc • September 1st, 2004 • Commercial printing
BRIDGE FACILITY INTERCREDITOR AGREEMENTBridge Facility Intercreditor Agreement • March 7th, 2008 • Acg Holdings Inc • Commercial printing • New York
This BRIDGE FACILITY INTERCREDITOR AGREEMENT (“Agreement”), dated as of March 3, 2008 is entered into by and among BANK OF AMERICA, N.A., as Senior Agent (as defined below), SPECIAL SITUATIONS INVESTING GROUP, INC., as administrative agent and collateral agent under the Bridge Facility Agreement (as defined below), and AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Borrower”).
BRIDGE FACILITY AGREEMENT Dated as of March 3, 2008 among AMERICAN COLOR GRAPHICS, INC., as the Borrower, The Guarantors from time to time Party Hereto, SPECIAL SITUATIONS INVESTING GROUP, INC., as Administrative Agent, and The Lenders from time to...Bridge Facility Agreement • March 7th, 2008 • Acg Holdings Inc • Commercial printing • New York
This BRIDGE FACILITY AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Agreement”) is entered into as of March 3, 2008 by and among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, the “Borrower”), the Guarantors (as defined herein), the Lenders (as defined herein), and SPECIAL SITUATIONS INVESTING GROUP, INC., as Administrative Agent (each, as defined herein).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 31st, 2007 • Acg Holdings Inc • Commercial printing
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”), is made and dated as of August 28, 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 Administrative Agent (in such capacity, the “Agent”).
SECURITY AGREEMENTSecurity Agreement • March 7th, 2008 • Acg Holdings Inc • Commercial printing • New York
THIS SECURITY AGREEMENT (this “Agreement”) dated as of March 3, 2008, by and among ACG HOLDINGS, INC., a Delaware Corporation (“Parent”), AMERICAN COLOR GRAPHICS, INC., a New York Corporation (the “Company”), each of THE SUBSIDIARIES OF COMPANY listed on the signature page hereto (collectively with the Parent and the Company, the “Grantors”) and Special Situations Investing Group, Inc., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as hereinafter defined).
AMERICAN COLOR GRAPHICS, INC. 10% SENIOR SECOND SECURED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
American Color Graphics, Inc., a New York corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $280,000,000 principal amount of its 10% Senior Second Secured Notes due 2010 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of July, 2003 (the “Indenture”) among the Company, ACG Holdings, Inc. (“Holdings” or the “Guarantor”), and The Bank of New York, as Trustee (the “Trustee”). The obligations of the Company under the Securities and the Indenture will be unconditionally guaranteed on a senior basis by the Guarantor pursuant to the terms of the Indenture (the “Guarantee”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 19th, 2007 • Acg Holdings Inc • Commercial printing
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), is made and dated as of June 13, 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 Administrative Agent (in such capacity, “Agent”).
SULLIVAN GRAPHICS, INC.2nd Amendment • November 13th, 1996 • Sullivan Communications Inc /De/ • Commercial printing
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
This INTERCREDITOR AGREEMENT, dated as of July 3, 2003 is entered into by and among BANK OF AMERICA, N.A., as Senior Agent (as defined below), THE BANK OF NEW YORK, as trustee and collateral agent under the Indenture referred to below, and AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Borrower”).
ContractStock Option Agreement • April 20th, 2007 • Acg Holdings Inc • Commercial printing • New York
STOCK OPTION AGREEMENT dated as of April 19, 2007, between ACG HOLDINGS, INC., a Delaware corporation (the “Company”), and the other party signatory hereto (the “Participant”).
OMNIBUS AMENDMENT OF LOAN DOCUMENTSLoan Documents • June 19th, 2007 • Acg Holdings Inc • Commercial printing
THIS OMNIBUS AMENDMENT OF LOAN DOCUMENTS (this “Amendment”), is made and dated as of June 13, 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”), 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”)
ContractRetention Bonus Agreement • April 20th, 2007 • Acg Holdings Inc • Commercial printing • New York
RETENTION BONUS AGREEMENT dated as of April 19, 2007, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), and (the “Executive”).
PLEDGE AGREEMENTPledge Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
This PLEDGE AGREEMENT, dated as of July 3, 2003 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by ACG HOLDINGS, INC., a Delaware corporation (the “Parent”), AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”; the Parent and the Company, are collectively referred to as the “Pledgors” and individually as a “Pledgor”), in favor of THE BANK OF NEW YORK, as collateral agent (in such capacity together with any successor collateral agent, the “Agent”) for each of the Holders (as defined in the Indenture referred to below).
