EXHIBIT 10.2
GRID NOTE
QUEBECOR WORLD (USA) INC.
Greenwich, Connecticut
March 13, 2000
FOR VALUE RECEIVED, the undersigned, Quebecor World (USA) Inc. (the
"Borrower"), a Delaware corporation, hereby promises to pay to the order of
Quebecor Printing S.A., a societe anonyme organized under the laws of
Switzerland (the "Lender"), or to the order of any successor thereto, the unpaid
principal amount of all advances made by the Lender to the Borrower from time to
time. The Borrower promises to pay interest on the unpaid principal amount of
each such advance at the maturity thereof or on a monthly basis at a rate per
annum equal to the Prime Rate plus 1% (which rate shall not exceed the maximum
rate permitted by applicable law) at such office for the period commencing on
the date such advance is made until such advance shall be paid in full, with
interest on any interest (to the extent permitted by law) not paid when due at
the same rate until paid.
"Prime Rate" shall mean any right or interest publicly announced by
Xxxxxx Xxxxxxxx Trust Company of New York, New York from time to time as its
Prime Rate.
All payments of principal and interest hereunder shall be made in
lawful money of the United States of America and in immediately available funds
and shall be payable to the Lender at its address in Fribourg, Switzerland or at
such other address as shall be designated by the holder hereof from time to
time.
All advances made by the Lender, the maturities thereof and all
repayments of principal thereof shall be recorded by the Borrower and
appropriate notations of evidence the foregoing information with respect to each
such advance shall be endorsed by the Borrower on the schedule attached hereto,
or on a continuation of such schedule attached to and made a part hereof;
provided that the failure of the Borrower to make such recordation or
endorsement shall not affect the obligations of the Borrower hereunder.
Xxxxxxxx agrees that the principal amount advanced hereunder shall not
exceed $60,000,000 outstanding in the aggregate at any time, and that any
advances exceeding such amount shall be immediately repaid, together with any
unpaid interest.
The occurrence of any of the following shall constitute an Event of
Default hereunder:
1. Commencement of any proceeding under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, or relief of debtors, by or against
the Borrower, if such proceedings is not stayed or dismissed
within 90 days from the date on which it is filed; or
2. The appointment of a trustee, receiver, custodian, liquidator or
the like under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts
of, or a general assignment for the benefit of creditors of the
Borrower.
Upon the occurrence of any Event of Default specified above, the entire
unpaid principal amount of all advances evidenced hereby, plus accrued interest,
shall automatically become immediately due and payable.
The Borrower promises to pay all costs and expenses, including
reasonable attorneys fees and disbursements incurred in the collection and
enforcement of this Note or any appeal of a judgement rendered thereon. The
Borrower hereby waives diligence, presentment, protest, demand and notice of
every kind and, to the full extent permitted by applicable law, the right to
plead any statute of limitations as a defense to any demands hereunder.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and delivered by its duly authorized director, as of the day and year and at the
place first above written.
QUEBECOR WORLD (USA) INC.
By:
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By:
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