RECITALS WHEREAS:Credit Agreement • August 14th, 2000 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................8Agreement and Plan of Merger • March 27th, 1998 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • Delaware
ARTICLE I DEFINITIONSCredit Agreement • April 1st, 2002 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 30th, 1998 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
2 3 be deemed to be the date of the term sheet. The term "Preeffective Prospectus" as used in this Agreement means the prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of the...Applied Graphics Technologies Inc • August 29th, 1997 • Services-mailing, reproduction, commercial art & photography • New York
1 EXHIBIT 99.2 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 22nd, 1999 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
EXHIBIT 10.9 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 15, 2003Credit Agreement • April 15th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
Exhibit 2.2 STOCK PURCHASE AGREEMENT dated as of April 11, 2002Stock Purchase Agreement • May 15th, 2002 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
W I T N E S S E T H:Credit Agreement • August 14th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
EXHIBIT 10.6(a)(II) AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT This Amendment is dated as of March 1, 2002 by and between Applied Graphics Technologies, Inc., a Delaware corporation ("AGT"), and Joseph D. Vecchiolla (hereinafter referred to as...Employment Agreement • April 1st, 2002 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography
RECITALSCredit Agreement • August 14th, 2000 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
Exhibit 10.6(d) EMPLOYMENT AGREEMENT This Agreement, effective as of January 31, 2003, is entered into by and between Applied Graphics Technologies, Inc., a Delaware corporation ("AGT"), and Kenneth G. Torosian, (hereinafter referred to as the...Employment Agreement • May 15th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
RECITALSCredit Agreement • August 16th, 1999 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
1 EXHIBIT 10.6(b) AGREEMENT AND GENERAL RELEASE On this ___ day of June, 2000, Applied Graphics Technologies, Inc. ("AGT" or the "Company") and Louis Salamone, Jr. ("Employee"), agreed on terms and conditions as set forth below: 1. (a) Employee's...Applied Graphics Technologies Inc • August 14th, 2000 • Services-mailing, reproduction, commercial art & photography • New York
RECITALS --------Credit Agreement • November 15th, 1999 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 16th, 1998 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
Exhibit 10.6(c) EMPLOYMENT AGREEMENT This Agreement, effective as of January 31, 2003, is entered into by and between Applied Graphics Technologies, Inc., a Delaware corporation ("AGT"), and Martin Krall, (hereinafter referred to as the "Employee"),...Employment Agreement • May 15th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
EXHIBIT 10.11 MANAGEMENT AGREEMENT This Management Agreement (the "Agreement"), is made as of August 4, 2003, by and between Applied Graphics Technologies, Inc., a Delaware corporation (the "Company"), and Kohlberg & Company, L.L.C., a Delaware...Management Agreement • August 14th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
EXHIBIT 99.1 TENDER AGREEMENT THIS TENDER AGREEMENT (this "Agreement ") dated June 12, 2003, is entered into between KAGT HOLDINGS, INC., a Delaware corporation ("Parent"), KAGT ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of...Tender Agreement • June 13th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
W I T N E S S E T H:Credit Agreement • August 14th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
March 23, 1998 Louis Salamone, Jr. 221 Woods End Basking Ridge, NJ 07920 Re: Employment Agreement Extension Dear Lou: This letter will confirm that your Employment Agreement with Applied Graphics Technologies, Inc. ("AGT") effective June 3, 1996...Applied Graphics Technologies Inc • April 28th, 1998 • Services-mailing, reproduction, commercial art & photography
1 EXHIBIT 10.10 CONSULTING AGREEMENT AGREEMENT made as of the 1st of March, 2001 by and BETWEEN (a) Knollwood Associates, LLC whose principal place of business is located at 470 Knollwood Road, Ridgewood, New Jersey 07450, hereinafter referred to as...Consulting Agreement • May 14th, 2001 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography
Exhibit 10.6(a) EMPLOYMENT AGREEMENT This Agreement, effective as of November 30, 2000, is entered into by and between Applied Graphics Technologies, Inc., a Delaware corporation ("AGT"), and Joseph D. Vecchiolla, (hereinafter referred to as the...Employment Agreement • March 20th, 2001 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
Exhibit 10.4(b) THIRD AMENDMENT TO LOAN AND PURCHASE AGREEMENT THIS THIRD AMENDMENT TO LOAN AND PURCHASE AGREEMENT ("Third Amendment") is entered into as of this 30th day of June, 1997, by and among Eastman Kodak Company ("Kodak"), a New Jersey...Loan and Purchase Agreement • August 29th, 1997 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
1 Exhibit 10.6(d)(iii) APPLIED GRAPHICS TECHNOLOGIES, INC. SEPARATION AGREEMENT This SEPARATION AGREEMENT (this "AGREEMENT") is made as of this 18th day of December, 2000 (the "EFFECTIVE DATE") between SCOTT BROWNSTEIN, a resident of the State of New...Separation Agreement • March 20th, 2001 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography
March 23, 1998Applied Graphics Technologies Inc • April 28th, 1998 • Services-mailing, reproduction, commercial art & photography
1 [APT LETTERHEAD]Applied Graphics Technologies Inc • August 2nd, 2001 • Services-mailing, reproduction, commercial art & photography
41 2 a. Employee acknowledges that his agreement to forego competition with AGT was a material inducement to AGT to employ him. Employee also acknowledges that he will acquire much Proprietary Information concerning AGT's financial status, current and...Applied Graphics Technologies Inc • March 31st, 1997 • Services-mailing, reproduction, commercial art & photography • New York
Exhibit 10.6(c)(ii) AGREEMENT AND GENERAL RELEASE On this 15 day of December, 2000, Applied Graphics Technologies, Inc. ("AGT" or the "Company") and Derek Ashley ("Employee"), agreed on terms and conditions as set forth below: 1. (a) Employee resigned...Applied Graphics Technologies Inc • March 20th, 2001 • Services-mailing, reproduction, commercial art & photography • New York
March 23, 1998Applied Graphics Technologies Inc • April 28th, 1998 • Services-mailing, reproduction, commercial art & photography
Exhibit 10.6(c)(ii) AMENDMENT #1 TO EMPLOYMENT AGREEMENT This Amendment #1 to the Employment Agreement between Applied Graphics Technologies, Inc. (AGT) and Martin Krall, effective as of January 31, 2003 ("Employment Agreement") is effective as of May...Employment Agreement • August 14th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography
1 Exhibit 10.6(f) EMPLOYMENT AGREEMENT This Agreement, effective as of June 29, 1998, is entered into by and between Applied Graphics Technologies, Inc., a Delaware corporation ("AGT"), and Jonathan C. Swindle, (hereinafter referred to as "Swindle" or...Employment Agreement • November 16th, 1998 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
March 23, 1998Applied Graphics Technologies Inc • April 28th, 1998 • Services-mailing, reproduction, commercial art & photography
