Exhibit 10.14
$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 company (the "Lender"), the
principal amount of Two Hundred and Seventy One Million and Five Hundred
Thousand Dollars ($271,500,000), on November 11, 1999 (the "Maturity Date"), and
to pay interest monthly in arrears from the date hereof on the unpaid principal
amount hereof (and, to the extent permitted by applicable law, any overdue
payment of interest) (i) for the period commencing on the date hereof through
and including the Maturity Date, at a rate of 7.23% per annum, and (ii) for the
period of any extension granted by the Lender pursuant hereto, at the rate per
annum determined as provided below.
All payments of principal and interest hereunder shall be payable in
lawful money of the United States of America, and shall be payable to the Lender
at its address in Wilmington, Delaware, or to such other address as may be
designated by notice from the Lender to the Borrower.
The proceeds of this Promissory Note are being used to refinance the
existing indebtedness of the Borrower under the Second Amended and Restated
Credit Agreement, dated as of June 6, 1996 among the Borrower, the Lenders party
thereto, Bankers Trust Company, as administrative agent thereunder, BA
Securities Inc., as syndication agent thereunder and Citibank N.A., as
documentation agent thereunder, as amended. This Promissory Note shall
constitute senior indebtedness of the Borrower.
The following shall constitute "Events of Default" as the term is used
herein:
(a) The Borrower shall default in the payment when due of any
amount payable by it hereunder prior to the seventh (7th) day after the
date when due or the Maturity Date;
(b) Any event or condition shall occur that results in the
acceleration of the maturity of any Debt, as defined below, (but only
in an aggregate amount of at least $20,000,000) or enables (or, with
the giving of notice or lapse of time or both, would enable) the holder
or holders of such Debt or any person or entity acting on behalf of
such holder or holders to accelerate the maturity of such Debt in an
aggregate amount of at least $20,000,000. "Debt" means (i) all
indebtedness of the Borrower for borrowed money or for the deferred
purchase price of property, (ii) all obligations under leases which
shall have been or should be,
in accordance with generally accepted accounting principles, recorded
as capital leases in respect of which the Borrower is liable as lessee,
holder of such indebtedness has an existing right, contingent or
otherwise, to be secured by) any lien, security interest or other
charge or encumbrance upon or in property (including, without
limitation, accounts and contract rights) owned by the Borrower, (iv)
all indebtedness referred to in clause (i) or (ii) above guaranteed
directly or indirectly in any manner by the Borrower, through an
agreement to pay or purchase such indebtedness or to advance or supply
funds for the payment or purchase of such indebtedness, or to otherwise
assure a creditor against loss, and (v) liabilities in respect of
unfunded vested benefits under Plans (as defined in the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) and
withdrawal liability incurred under ERISA by the Borrower or by a
Commonly Controlled Entity (as defined in ERISA) to any Multiemployer
Plan (as defined in ERISA), PROVIDED, that Debt shall not include trade
and other accounts payable in the ordinary course of business in
accordance with customary trade terms;
(c) The Borrower shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of its
property; (ii) make a general assignment for the benefit of its
creditors; (iii) commence a voluntary case under the Bankruptcy Code
(as now or hereafter in effect); (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or readjustment of debts;
(v) fail to controvert within 60 days or such lesser period as may be
provided in the Bankruptcy Code, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy
Code; or (vi) take any action for the purpose of effecting any of the
foregoing;
(d) A proceeding or case shall be commenced, without the
application or consent of the Borrower in any court of competent
jurisdiction, seeking (i) liquidation, reorganization, dissolution or
winding-up, or the composition or readjustment of debts of the
Borrower; (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like of the Borrower of all or any substantial part
of any of their assets; or (iii) similar relief in respect of the
Borrower under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and
such proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of 60 days,
or an order for relief against the Borrower shall be entered in an
involuntary case under the Bankruptcy Code;
(e) A final judgment or judgments for the payment of money
shall be rendered by a court of record against the Borrower, and the
Borrower shall not discharge the same or provide for its discharge in
accordance with its terms, or procure a stay of execution thereof
within 60 days from the date of entry thereof, and within said period
of 60 days or such longer period during which execution of
such judgment shall have been stayed, appeal therefrom and cause the
execution thereof to be stayed during such appeal; or
(f) The Borrower shall admit in writing its inability to, or
be generally unable to, pay its debts as such debts become due.
When an Event of Default has occurred and is continuing, the holder of
this Promissory Note may, by notice to the Borrower, declare the entire
principal hereof and all interest accrued hereon to be immediately due and
payable, without any presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived. In the event of any default hereunder,
the Borrower shall pay and reimburse the Lender for all expenses of collection
and enforcement, including legal fees and disbursements.
This Promissory Note may be prepaid in whole or in part at the option
of the Borrower, without but with interest accrued to and including the date of
prepayment.
All notices, consents and demands hereunder shall be given in writing
and shall be deemed effective when personally delivered, or five days after
deposit in the United States mail, postage prepaid, addressed to the respective
party at the address specified above or such other address as may be specified
by written notice.
The Borrower waives presentment for payment, protest, notice of protest
and notice of nonpayment of this Promissory Note.
This Promissory Note may be extended from time to time by the Lender
for a period of not less than 90 days, but only in writing duly executed by the
Lender; PROVIDED that if this Promissory Note shall be so extended, the interest
rate for the period of such extension shall be a rate per annum equal to Libor
plus 2%.
"Libor" shall mean the rate per annum (expressed on the basis of a
360-day year) shown on Telerate page 3750 (as defined in the International Swaps
and Derivatives Association, Inc. definitions, as modified and amended from time
to time) as of 11:00 a.m. (London, England time) for US Dollar deposits for a
period of 90 days.
This Promissory Note shall be governed by, and construed in accordance
with, the laws of Delaware. If any provision of this Promissory Note is held to
be invalid or unenforceable, the remaining provisions of this Promissory Note
shall remain in full force and effect.
WORLD COLOR PRESS, INC.
By: __________________________
Xxxx X. Xxxxxx
President and Chief Executive Officer
