among SCHAWK, INC.,Credit Agreement • June 16th, 2004 • Schawk Inc • Service industries for the printing trade
SCHAWK, INC. FIRST AMENDMENT Dated as of January 28, 2005 toNote Purchase Agreement • February 2nd, 2005 • Schawk Inc • Service industries for the printing trade • New York
EXECUTION ASSET PURCHASE AGREEMENT BY AND BETWEEN CAPS GROUP ACQUISITION, LLC, AN ILLINOIS LIMITED LIABILITY COMPANYAsset Purchase Agreement • May 10th, 2006 • Schawk Inc • Service industries for the printing trade • Illinois
EXHIBIT 10.5 ------------ CREDIT AGREEMENT Dated as of January 28, 2005Credit Agreement • February 2nd, 2005 • Schawk Inc • Service industries for the printing trade
EXHIBIT 10.2 ------------ REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement is entered into as of January 31, 2005 by and among Schawk, Inc., a Delaware corporation ("Schawk"), the Principal Schawk...Registration Rights Agreement • February 2nd, 2005 • Schawk Inc • Service industries for the printing trade • Delaware
amongCredit Agreement • March 30th, 2000 • Schawk Inc • Service industries for the printing trade
1 EXHIBIT 1.1 3,450,000 SHARES SCHAWK, INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT , 1997 LEHMAN BROTHERS INC. McDONALD & COMPANY SECURITIES, INC. As Representatives of the several Underwriters named in Schedule 1, c/o Lehman Brothers Inc. Three...Underwriting Agreement • October 30th, 1997 • Schawk Inc • Service industries for the printing trade • New York
ANDStock Purchase Agreement • December 20th, 2004 • Schawk Inc • Service industries for the printing trade • Delaware
SCHAWK, INC. STOCK OPTION GRANT AGREEMENT GRANTED TO: GRANT DATE: NUMBER OF SHARES OPTION PRICE ----------- ----------- ---------------- ------------ XXXXXX XXXXX XXXX XXXXStock Option Grant Agreement • November 8th, 2006 • Schawk Inc • Service industries for the printing trade
AMENDMENT NO. 1 to CREDIT AGREEMENTCredit Agreement • March 18th, 1999 • Schawk Inc • Service industries for the printing trade • Illinois
SCHAWK, INC.Note Purchase and Private Shelf Agreement • February 2nd, 2005 • Schawk Inc • Service industries for the printing trade • New York
SCHAWK, INC. 3,470,183 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 1st, 2006 • Schawk Inc • Service industries for the printing trade • New York
The stockholders of Schawk, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,470,183 shares of Class A common stock, par value $0.008 per share (the “Stock”) of the Company and, at the option of the Underwriters, the Company proposes to issue and sell to the Underwriters up to an additional 520,527 shares of Stock. The aggregate of 3,470,183 shares to be sold by the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of 520,527 additional shares to be sold by the Company is herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
AMONG SCHAWK, INC.,Multicurrency Credit Agreement • March 28th, 1996 • Schawk Inc • Service industries for the printing trade • Illinois
among SCHAWK, INC.,Credit Agreement • March 28th, 1996 • Schawk Inc • Service industries for the printing trade
EXHIBIT 10-1 SCHAWK, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, effective _________, 20__, represents the grant of Restricted Stock by Schawk, Inc. (the "Company"), to the Participant named below, pursuant to the provisions of the 2006...Restricted Stock Award Agreement • November 8th, 2006 • Schawk Inc • Service industries for the printing trade • Illinois
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 27, 2012 among SCHAWK, INC., as the Borrower, THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO, THE ALTERNATE CURRENCY BORROWERS FROM TIME TO TIME PARTIES HERETO, THE...Credit Agreement • February 1st, 2012 • Schawk Inc • Service industries for the printing trade • Illinois
This Second Amended and Restated Credit Agreement dated as of January 27, 2012 is entered into among SCHAWK, INC., a Delaware corporation (the “Borrower”), the Subsidiary Borrowers and the Alternate Currency Borrowers from time to time parties hereto, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, JPMORGAN CHASE BANK, N.A., in its capacity as contractual representative for itself and the other Lenders, and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, to amend and restate the Existing Credit Agreement, which is hereby amended and restated in its entirety.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among MATTHEWS INTERNATIONAL CORPORATION MOONLIGHT MERGER SUB CORP. MOONLIGHT MERGER SUB LLC and SCHAWK, INC. Dated as of March 16, 2014Merger Agreement • March 19th, 2014 • Schawk Inc • Service industries for the printing trade • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of March 16, 2014, between Matthews International Corporation, a Pennsylvania corporation (“Parent”), Moonlight Merger Sub Corp., a Delaware corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub”), Moonlight Merger Sub LLC, a Delaware limited liability company and a wholly owned direct Subsidiary of Parent (“Merger Sub 2”), and Schawk, Inc., a Delaware corporation (the “Company”).
SCHAWK, INC. AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT $20,000,000 9.17% SERIES E SENIOR NOTES DUE JANUARY 28, 2012 $25,000,000 4.38% SERIES F SENIOR NOTES DUE JANUARY 27, 2019 and PRIVATE SHELF FACILITY Dated as of January 27, 2012Note Purchase and Private Shelf Agreement • February 1st, 2012 • Schawk Inc • Service industries for the printing trade • New York
Note: Except for its status as a contractual document that establishes and governs the legal relations among the parties to this agreement, this agreement is not intended to be a source of factual, business or operational information about the parties. The representations, warranties and covenants contained in this agreements were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures exchanged between the parties in connection with the transactions contemplated by such agreement. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • June 5th, 2008 • Schawk Inc • Service industries for the printing trade • Illinois
This Separation Agreement and General Release (this “Agreement”) is made as of this 31st day of May 2008 (the “Effective Date”), by and between Jim Patterson (the “Employee”) and Schawk USA Inc. and its affiliates (collectively, the “Company”), concerning the termination of the Employee’s employment with the Company.
Re: Amendments to Employment Letter AgreementEmployment Letter Agreement • March 5th, 2014 • Schawk Inc • Service industries for the printing trade
The purpose of this correspondence is to amend your employment letter agreement with Schawk, Inc. (the “Company”) dated September 18, 2008 (the “Agreement”). The following amendments to the Agreement are effective as of January 1, 2014, as follows:
SCHAWK, INC. SIXTH AMENDMENT Dated as of September 5, 2012 to NOTE PURCHASE AGREEMENT Dated as of December 23, 2003 Re: $15,000,000 4.90% Series 2003-A Senior Notes, Tranche A, Due December 31, 2013 and $10,000,000 4.98% Series 2003-A Senior Notes,...Note Purchase Agreement • September 14th, 2012 • Schawk Inc • Service industries for the printing trade • New York
THIS SIXTH AMENDMENT dated as of September 5, 2012 (the or this “Sixth Amendment”) to the Note Purchase Agreement dated as of December 23, 2003 is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Sixth Amendment (collectively, the “Noteholders”).
WITNESSETH:Governance Rights Agreement • February 2nd, 2005 • Schawk Inc • Service industries for the printing trade • Delaware
Addendum to Restated Employment Agreement of Clarence W. SchawkEmployment Agreement • April 28th, 2008 • Schawk Inc • Service industries for the printing trade
This Agreement made and entered into this 9th day of March, 1998 between Schawk, Inc., a Delaware Corporation (hereinafter referred to as the “Corporation”), and Clarence W. Schawk (hereinafter referred to as the “Employee”),
CONSENTConsent • March 19th, 2014 • Schawk Inc • Service industries for the printing trade
THIS CONSENT dated as of March 14, 2014 (the or this “Consent”) is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Consent (collectively, the “Noteholders”).
10,000,000 Chicago, Illinois February 4, 1997 MONEY MARKET DEMAND NOTE (FIXED AND FLOATING RATE) ON DEMAND, for value received, SCHAWK, INC., a corporation organized or formed under the laws of the State of Delaware ("Borrower"), promises to pay to...Money Market Demand Note • November 10th, 1997 • Schawk Inc • Service industries for the printing trade
LEASE EXTENSION AGREEMENTLease Extension Agreement • March 15th, 2010 • Schawk Inc • Service industries for the printing trade
This Lease Extension Agreement is made and entered into as of the 22nd day of January, 2010 by and between Graphics IV Limited Partnership, an Illinois limited partnership (“Lessor”) and Schawk, Inc., a Delaware corporation (“Lessee”).
Long-Term Cash Incentive Award AgreementLong-Term Cash Incentive Award Agreement • May 1st, 2013 • Schawk Inc • Service industries for the printing trade • Illinois
THIS AGREEMENT (“Agreement”), effective _________, 20__, represents the grant of a long-term incentive award (“Incentive Award”) by Schawk, Inc. (the “Company”), to the Participant named below, pursuant to the provisions of the Schawk, Inc. 2006 Long Term Incentive Plan (the “Plan”) or any amended or successor plan thereto. The cash payout ultimately earned and paid, if any, for such Incentive Award will be determined pursuant to Section 3 of this Agreement.
ASSET PURCHASE AGREEMENT by and among SCHAWK USA INC. (“Buyer”) and LAGA, INC. LIPSON ASSOCIATES, INC. (individually a “Seller” and collectively, “Sellers”), BRANDIMAGE-DESGRIPPES & LAGA, BRANDIMAGE BELGIQUE HOLDING S.A. F/K/A DESGRIPPES GOBE...Asset Purchase Agreement • October 20th, 2011 • Schawk Inc • Service industries for the printing trade • Illinois
This Asset Purchase Agreement (“Agreement”) is dated as of September 15, 2011 (the “APA Effective Date”), by and among SCHAWK USA INC., a Delaware corporation (“Buyer” or “Schawk”); LAGA, INC. (d/b/a Brandimage Desgrippes & LAGA and herein “Brandimage” or “Seller Representative”), a Delaware corporation; LIPSON ASSOCIATES, INC., an Ohio corporation (“LAI” and together with Brandimage, individually a “Seller” and collectively “Sellers”); Brandimage-Desgrippes & LAGA, a French company (“LAGA Paris”), Brandimage Belgique Holdings S.A. f/k/a Desgrippes Gobe Bruxelles S.A., a Belgian company (“LAGA Brussels”), Desgrippes Gobe Group (HK) Ltd., a Hong Kong company (“LAGA Hong Kong”), Desgrippes (Shanghai) Brand Consulting Co, Ltd., a PRC company (“LAGA Shanghai”) and Desgrippes Gobe Group (Yuhan Hoesa), a Korean company (“LAGA Seoul” and together with LAGA Paris, LAGA Brussels, LAGA Hong Kong and LAGA Shanghai, individually a “Foreign Subsidiary” and collectively “Foreign Subsidiaries”); Desi
AMENDMENT NO. 1 Dated as of November 17, 2010 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 12, 2010Credit Agreement • November 18th, 2010 • Schawk Inc • Service industries for the printing trade • Illinois
THIS AMENDMENT NO. 1 (“Amendment”) is made as of November 17, 2010 by and among Schawk, Inc. (the “Borrower”), the Foreign Subsidiary Borrowers party hereto, the Alternate Currency Borrowers party hereto (together with the Borrower, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Agent (in such capacity, the “Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), under that certain Amended and Restated Credit Agreement dated as of January 12, 2010 by and among the Borrowers, the Lenders and the Agent (as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
SCHAWK, INC. STOCK-SETTLED APPRECIATION RIGHTS AWARD AGREEMENTStock-Settled Appreciation Rights Award Agreement • May 1st, 2013 • Schawk Inc • Service industries for the printing trade
This Stock-Settled Stock Appreciation Rights Award is granted by the Compensation/Option Committee (“Committee”) on _________, 20__, pursuant to the 2006 Long-Term Incentive Plan (“Plan”).
CONSENT MEMORANDUMConsent Memorandum • March 19th, 2014 • Schawk Inc • Service industries for the printing trade
Reference is hereby made to that certain Second Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of January 27, 2012, by and among Schawk, Inc. (the “Company”), the Subsidiary Borrowers (as defined therein) from time to time parties thereto, the Alternate Currency Borrowers (as defined therein, collectively, with the Company and the Subsidiary Borrowers, the “Borrowers”) from time to time parties thereto, the lenders parties thereto (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as agent (the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
SCHAWK, INC. THIRD AMENDMENT Dated as of November 17, 2010 to NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of January 28, 2005 Re: $20,000,000 4.99% Series D Senior Notes Due January 28, 2011 and $20,000,000 5.17% Series E Senior Notes Due...Note Purchase and Private Shelf Agreement • November 18th, 2010 • Schawk Inc • Service industries for the printing trade • New York
THIS THIRD AMENDMENT dated as of November 17, 2010 (the or this “Third Amendment”) to the Note Purchase and Private Shelf Agreement dated as of January 28, 2005 is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).
CONSENT-MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY CONSENTConsent • March 7th, 2013 • Schawk Inc • Service industries for the printing trade
THIS CONSENT dated as of February 27, 2013 (the or this “Consent”) is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Consent (collectively, the “Noteholders”).
CONSENT-PRUDENTIAL INVESTMENT MANAGEMENT, INC. CONSENTConsent • March 7th, 2013 • Schawk Inc • Service industries for the printing trade
THIS CONSENT dated as of February 27, 2013 (the or this “Consent”) is between SCHAWK, INC., a Delaware corporation (the “Company”), and each of the institutions which is a signatory to this Consent (collectively, the “Noteholders”).
1 FIRST AMENDMENT TO THE ACQUISITION AGREEMENT BY AND BETWEEN ESCO ELECTRONICS CORPORATION AND SCHAWK, INC. DATED DECEMBER 18, 1996 This First Amendment to the Acquisition Agreement by and between ESCO Electronics Corporation and Schawk, Inc. dated...Acquisition Agreement • February 24th, 1997 • Schawk Inc • Service industries for the printing trade
