DATED April 2, 2007 MR P. J. FRAINE MS J. K. MARTINDALE MS A.J.CRISP -and- -and- MR L. McGURK MS A.L. AUSTIN MR J.R. McCARTHY -and- - and – SHARE SALE AND PURCHASE AGREEMENT relating to the sale and purchase of the entire issued share capital of...Share Sale and Purchase Agreement • May 15th, 2007 • SGS International, Inc. • Service industries for the printing trade
The Purchaser wishes to acquire the entire issued share capital of Thames McGurk Limited from the Vendors on and subject to the terms of this Agreement.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25, 2010, among SGS INTERNATIONAL, INC. and SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./ SYSTEMES GRAPHIQUES SOUTHERN – CANADA, CO., as Borrowers, and THE GUARANTORS PARTY HERETO, as Guarantors, THE...Credit Agreement • October 29th, 2010 • SGS International, Inc. • Service industries for the printing trade • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 25, 2010, among SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN – CANADA, CO., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”), SGS INTERNATIONAL, INC., a Delaware corporation (“US Borrower”, and together with Canadian Borrower, the “Borrowers” and each individually, a “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and FIFTH THIRD BANK, as joint lead arrangers (in such capacity, “Arrangers”), UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), JPMORGAN CHASE BANK, N.A., as documentation agent (in such capacity, “Documentation Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issui
LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENTLimited Waiver and Consent to Credit Agreement • May 15th, 2007 • SGS International, Inc. • Service industries for the printing trade • New York
This LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of April 11, 2007 by and among SGS INTERNATIONAL, INC., a Delaware corporation (“US Borrower”), SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN – CANADA, CO., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”, and together with US Borrower, the “Borrowers” and each individually, a “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement hereinafter defined), the Required Lenders signatory hereto, UBS AG, STAMFORD BRANCH, as US administrative agent (in such capacity, “US Administrative Agent”), as US collateral agent (in such capacity, “US Collateral Agent”) and as Canadian collateral agent (in such capacity, “Canadian Collateral Agent” and, together with US Collateral Agent, the “Collateral Agents”), and NATIONAL CITY BANK, as Canadian admin
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 13th, 2007 • SGS International, Inc. • Service industries for the printing trade • New Jersey
This Agreement, dated as of February 28, 2007, is between C. M. JACKSON ASSOCIATES, INC., a New Jersey corporation (“Seller”), and SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“Buyer”).
AMENDMENT NO. 1 TO UNDERTAKING AGREEMENTUndertaking Agreement • January 3rd, 2008 • SGS International, Inc. • Service industries for the printing trade
This Amendment No. 1 to the Undertaking Agreement (the “Agreement”) dated as of February 20, 2007, between SGS International, Inc., a Delaware corporation (the “Company”), and Marriott W. Winchester, Jr., the Senior Vice President of Sales and Marketing for the Company, is entered into as of January 2, 2008.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2009 • SGS International, Inc. • Service industries for the printing trade
This Third Amendment (this "Third Amendment"), being made and effective as of December 15, 2009, is to the Employment Agreement dated December 30, 2005, by and between Luca C. Naccarato (the "Executive") and SGS International, Inc., a Delaware corporation (the "Company"), as amended by an Amendment dated as of January 15, 2006 and a Second Amendment dated as of August 9, 2006 (as heretofore amended, the "Agreement"). All capitalized terms which are used in this Third Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2009 • SGS International, Inc. • Service industries for the printing trade
This Third Amendment (this “Third Amendment”), being made and effective as of March 12, 2009, is to the Employment Agreement dated December 30, 2005, by and between Henry R. Baughman (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”), as amended by an Amendment dated as of January 15, 2006 and a Second Amendment dated as of August 9, 2006 (as heretofore amended, the “Agreement”). All capitalized terms which are used in this Third Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.
Dated 2010 SGS PACKAGING EUROPE HOLDINGS LIMITED SGS PACKAGING EUROPE LIMITED MCG GRAPHICS LIMITED (as Chargors) in favour of UBS AG, STAMFORD BRANCH (as Canadian Collateral Agent) Supplemental DebentureSupplemental Debenture • October 29th, 2010 • SGS International, Inc. • Service industries for the printing trade
UNDERTAKING AGREEMENTUndertaking Agreement • February 26th, 2007 • SGS International, Inc. • Service industries for the printing trade • Delaware
This Undertaking Agreement ("Agreement") is entered into as of February 20, 2007, between SGS International, Inc., a Delaware corporation (the "Company"), and Marriott W. Winchester, Jr., the Senior Vice President of Sales and Marketing for the Company (the "Executive").
Southern Graphics Inc.Stockholders Agreement • August 14th, 2006 • SGS International, Inc. • Service industries for the printing trade
This will confirm that, provisions of the Stockholders Agreement, the Joinder Agreement and the Subscription Agreement to the contrary notwithstanding, if you retire from active employment with SGS International, Inc. and its subsidiaries after December 30, 2008, any Unvested Incentive Securities held by you at the time of your retirement will become Vested Incentive Securities effective upon your retirement. All other provisions of the Stockholders Agreement, the Joinder Agreement and the Subscription Agreement remain in effect in accordance with their terms.
OMNIBUS ACKNOWLEDGEMENT, REAFFIRMATION AND AMENDMENT TO SECURITY DOCUMENTSOmnibus Reaffirmation Agreement • October 29th, 2010 • SGS International, Inc. • Service industries for the printing trade • New York
THIS OMNIBUS ACKNOWLEDGEMENT, REAFFIRMATION AND AMENDMENT TO SECURITY DOCUMENTS (“Omnibus Reaffirmation Agreement”) is made as of October 25, 2010, by and among SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN – CANADA, CO., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”), SGS INTERNATIONAL, INC., a Delaware corporation (“US Borrower”, and together with Canadian Borrower, the “Borrowers” and each individually, a “Borrower”), the undersigned Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I of the Restated Credit Agreement as hereinafter defined; together with Borrowers, collectively, the “Pledgors” and each, individually, a “Pledgor”) and UBS AG, STAMFORD BRANCH, as US administrative agent (in such capacity, “US Administrative Agent”), as US collateral agent (in such capacity, “US Collateral Agent”), as Canadian administrative agent (in such capaci
SHARE PURCHASE AGREEMENT BETWEEN SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO. AND JANKO HERAK AND ADRIANNE HERAK AND ADRIANNE HERAK TRUST AND C. J. K. PHOTO ENGRAVERS LIMITED MADE AS OF January 2, 2008 McCarthy...Share Purchase Agreement • January 3rd, 2008 • SGS International, Inc. • Service industries for the printing trade • Ontario
Southern Graphic Systems-Canada, Co./Systèmes Graphiques Southern-Canada, Co., a corporation incorporated under the laws of Nova Scotia (the “Purchaser”)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • SGS International, Inc. • Service industries for the printing trade
This Second Amendment (this “Second Amendment”), being made and effective as of August 9, 2006, is to the Employment Agreement dated December 30, 2005, by and between Luca C. Naccarato (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”), as amended by an Amendment dated as of January 15, 2006 (as heretofore amended, the “Agreement”). All capitalized terms which are used in this Second Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.
AMENDMENT AGREEMENTCredit Agreement • October 29th, 2010 • SGS International, Inc. • Service industries for the printing trade • New York
AMENDMENT AGREEMENT, dated as of October 25, 2010 (together with the Exhibits hereto, this “Amendment Agreement”), to the CREDIT AGREEMENT dated as of December 30, 2005 (as amended, supplemented or modified prior to the effectiveness of this Agreement, the “Existing Credit Agreement”), by and among SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN – CANADA, CO., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”), SGS INTERNATIONAL, INC., a Delaware corporation (“US Borrower”, and together with Canadian Borrower, the “Borrowers” and each individually, a “Borrower”), the guarantors from time to time party thereto, the lending institutions from time to time party thereto, UBS SECURITIES LLC and LEHMAN BROTHERS INC., as joint lead arrangers, UBS SECURITIES LLC, as syndication agent, CIT LENDING SERVICES CORPORATION, as documentation agent, UBS LOAN FINANCE LLC, as swingline lender, UBS AG, STAMFORD BRANCH, as issuing bank, as US a
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 25th, 2012 • SGS International, Inc. • Service industries for the printing trade • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of September 24, 2012 (the “Supplemental Indenture”), is by and among SGS International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2009 • SGS International, Inc. • Service industries for the printing trade
This First Amendment (this “First Amendment”), being made and effective as of March 12, 2009, is to the Employment Agreement dated as of April 10, 2006, by and between Jim Dahmus (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”) (the “Agreement”). All capitalized terms which are used in this First Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2006 • SGS International, Inc. • Service industries for the printing trade
This Second Amendment (this “Second Amendment”), being made and effective as of August 9, 2006, is to the Employment Agreement dated December 30, 2005, by and between Henry R. Baughman (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”), as amended by an Amendment dated as of January 15, 2006 (as heretofore amended, the “Agreement”). All capitalized terms which are used in this Second Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.
