EXHIBIT 10.89
Support Agreement
between
Impac Group Inc., a Delware corporation
AGI Incorporated, an Illinois corporation
Klearfold Inc., a Pennsylvanian corporation
IMPAC Europe Limited
Levelprompt Limited
and
The Companies party hereto
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THIS AGREEMENT is made the 15 day of December 1998
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BETWEEN:
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1. IMPAC Group Inc., a Delaware corporation (hereinafter called "IMPAC");
2. AGI Incorporated, an Illinois corporation (hereinafter called "AGI");
3. Klearfold, Inc., a Pennsylvanian corporation (hereinafter called
"Klearfold");
4. IMPAC Europe Limited a company registered in England under number 3487779
whose registered office is at Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx Xxxx
Xxxxxx, XX00 0XX (hereinafter called "IMPAC Europe");
5. Levelprompt Limited a company registered in England under number 3577919
whose registered office is at 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX
(hereinafter called "Levelprompt"); and
6. The companies brief particulars of which are set out in the Schedule and
the registered office of each of which is at Drayton House aforesaid
(hereinafter called the "Original Companies" and each an "Original
Company").
WHEREAS the Lenders have made available to IMPAC, AGI and Klearfold a
multicurrency revolving credit facility with a letter of credit and guaranty
subfacility and a Sterling swing line subfacility, and two term loan facilities
and to the L/C Borrowers a letter of credit facility upon the terms and subject
to the conditions set forth in the Credit Agreement.
AND WHEREAS the Original Companies, IMPAC Europe and Levelprompt have agreed to
guarantee the obligations of the Credit Parties under the Credit Agreement and
to grant security for such guarantee on all the assets of each such person.
AND WHEREAS the Original Companies have agreed to support (a) IMPAC in
performing its obligations under the Credit Agreement in the manner hereinafter
appearing, (b) IMPAC Europe in meeting its financial obligations to IMPAC and
Levelprompt, and (c) Levelprompt in meeting its financial obligations to IMPAC
in each case incurred for the purpose of the purchase of shares in Xxxxxxx Robor
Limited.
AND WHEREAS to enable each Original Company, IMPAC Europe and Levelprompt to
give such financial assistance IMPAC, AGI, IMPAC Europe, Levelprompt and
Klearfold and the Original Companies have agreed to enter into this Agreement.
NOW THIS DEED WITNESSETH and IT IS HEREBY AGREED as follows:-
1.1 To the extent that:
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(A) any Company, for whatever reason, has difficulty in meeting its
financial obligations arising in the ordinary course of business, or
(B) IMPAC, AGI or Klearfold has difficulty in meeting its obligations
under the Credit Agreement or
(C) IMPAC Europe or Levelprompt have difficulty in meeting their
respective financial obligations to, in the case of IMPAC Europe,
IMPAC and Levelprompt and, in the case of Levelprompt, IMPAC in each
case incurred in connection with (a) the subscription for shares in
IMPAC Europe and Levelprompt by IMPAC and the provision of loans to
IMPAC Europe and Levelprompt pursuant to a subscription agreement
dated 7 July 1998 between IMPAC, IMPAC Europe and Levelprompt (the
"Subscription Agreement") and (b) the purchase of shares in Xxxxxxx
Robor Limited,
then and in each such case, IMPAC, AGI, Klearfold and the other Companies
shall lend monies to that Company, or to IMPAC, to IMPAC Europe or to
Levelprompt (as the case may be) so as to enable it to meet its said
financial obligations Provided no Default or Event of Default shall then
exist and be continuing or would result after giving effect thereto
(including, without limitation, under the Senior Subordinated Indenture).
1.2 Any Company wishing to receive a loan under this Agreement shall give not
less than three business days' notice and such notice shall specify the
amount and purpose of the requested loan and the date upon which the loan
is requested to be made and shall certify that the loan requested is in
addition to any loan requested from any other of the parties hereto.
1.3 Each loan made shall be used solely for the borrower's working capital
requirements arising in the ordinary course of its business or, in the case
of intercompany loans made to IMPAC, to enable it to meet its obligations
under the Credit Agreement or, in the case of intercompany loans made to
IMPAC Europe or Levelprompt, in meeting their respective financial
obligations to, in the case of IMPAC Europe, IMPAC and Levelprompt or, in
the case of Levelprompt, IMPAC in each case incurred for the purposes
referred to in clause 1.1(C).
2.1 Subject to the provisions of Clause 2.3 below, each intercompany loan shall
be repaid in full on the Maturity Date or, if earlier upon demand, and,
unless otherwise agreed between the lender and the borrower, shall be lent
on arms length commercial terms Provided that no Company shall be obliged
to comply with any such demand if repayment would give rise to a Default or
Event of Default. Each company which advances an intercompany loan shall be
reimbursed for its reasonable costs and expenses in advancing such loan.
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2.2 Any party to this Agreement may repay at any time all or part of any
loan made to it hereunder.
2.3 All payments on intercompany loans hereunder shall be subordinated in
right of payment (a) to the final payment in full in cash of the
Obligations (as defined in the Credit Agreement) at all times after
the occurence of an Event of Default, and (b) in the case of all
intercompany loans hereunder as to which IMPAC is the obligor, to the
prior payment in full in cash of all Obligations (as defined in the
Senior Subordinated Note Indenture) with respect to the Senior
Subordinated Notes.
3. A Company will cease to be entitled to the benefit of, or required to
meet its obligations as a lender under, this Agreement upon ceasing to
be a Subsidiary of IMPAC, including without limitation as a result of
any foreclosure against the stock of such Company by the Agent. Any
Company which ceases to be a Subsidiary of IMPAC shall immediately
prepay in full any intercompany loans advanced to it which then remain
outstanding together with any accrued but unpaid interest thereon.
4. In this Agreement:
(A) words and expressions defined in the Credit Agreement shall have
the same meanings when used in this Agreement unless expressly
otherwise defined in this Agreement or the contrary intention
appears;
(B) "Companies" means the Original Companies and Printing Resources
Limited after it has become a Company in accordance with
Clause 5;
(C) "Credit Agreement" means the amended and restated multicurrency
credit agreement dated as of March 12, 1998 and as amended and
restated as of 7 July, 1998 between IMPAC, AGI, Klearfold, the
Lenders, BankAmerica Xxxxxxxxx Xxxxxxxx as arranger and others
as further amended, supplemented, restated or otherwise modified
from time to time in accordance with its terms; and
(D) "Maturity Date" means the latest maturity date of any Loan
under the Credit Agreement; and
(E) "Printing Resources" means Printing Resources Limited a company
registered in the Republic of Ireland under number 100620.
5.1 Printing Resources may become a Company by executing a deed of accession
substantially in the form set out in the Second Schedule hereto (a "Deed
of Accession").
5.2 Xxxxxxx Robor Limited shall procure that Printing Resources shall
execute and deliver to each of the other parties hereto a Deed of
Accession as soon as practicable and in
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any event by 31 January 1999.
5.3 Upon execution of a Deed of Accession, Printing Resources shall become a
Company and shall assume all the rights, benefits and obligations of a
Company as if it had been an Original Company on and with effect from the
date of execution of the Deed of Accession.
5.4 Upon receipt of the Deed of Accession Xxxxxxx Robor Limited shall
acknowledge the same for itself and on behalf of each of the other parties
hereto.
6. Each of the parties hereto represents to the others that its execution and
delivery of and performance under this Agreement are within its corporate
power and authority, have been duly authorised by all necessary corporate
proceedings, and do not conflict with and will not result in any material
breach of any provision of any other agreement or instrument to which it is
party, including, to the extent applicable, the Credit Agreement and the
Senior Subordinated Indenture.
7. This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts each of which, when
executed and delivered, shall constitute an original, but all the
counterparts shall together constitute but one and the same instrument.
8. This Agreement shall be governed by and construed in accordance with the
Laws of England.
9. All the parties irrevocably agree that the courts of England are to have
exclusive jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any suit, action or
proceeding (together in this Clause referred to a "Proceedings") arising
out of or in connection with this Agreement shall be brought in such
courts.
Each party to this Agreement consents generally in respect of any
Proceedings arising out of or in connection with this Agreement to the
giving of any relief or the issue of any process in connection with such
Proceedings including, without limitation, the making, enforcement or
execution against any property or assets whatsoever of any order or
judgment which may be made or given in such Proceedings.
IMPAC, AGI and Klearfold each agree that the process by which any
Proceedings in England are begun may be served on it by being delivered to
Xxxxxxx Robor Limited, Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx Xxxx Xxxxxx, XX0X
0XX or other its principal place of business for the time being.
IN WITNESS whereof the parties hereto have executed this Agreement as a Deed and
it is delivered the day and year first above written.
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FIRST SCHEDULE
The Companies
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NAME COMPANY NUMBER
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Xxxxxxx Robor Limited 00948696
Sonicon Limited 01430722
Xxxxxxx Robor Labels Limited 03117491
(formerly known as Arun
Labels Limited)
Xxxxx Xxxxx Limited 01117887
Xxxxxxx Robor Sales Limited 01113287
Xxxxxxx Robor Audio And 00785427
Computer Services Limited
Tophurst Properties Limited 01016278
Xxxxxxx-Xxxxx (Overseas) 00904654
Limited
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SECOND SCHEDULE
Form of Deed of Accession
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To: IMPAC, AGI, Klearfold, IMPAC Europe, Levelprompt and the Companies
From: Printing Resources Limited
Dated:
Dear Sirs,
1. We refer to an agreement (the "Support Agreement") dated [ ],
1998 and made between IMPAC, AGI, Klearfold, IMPAC Europe, Levelprompt
and the Original Companies.
2. Terms defined in the Support Agreement shall bear the same meaning
herein.
3. We wish to become a Company in accordance with Clause 5 of the Support
Agreement.
4. We are duly organised under the laws of the Republic of Ireland and we
confirm that we have received a true and up-to-date copy of the Support
Agreement.
5. We undertake to perform all the obligations expressed to be undertaken
under the Support Agreement by a Company and we agree to be bound by the
Support Agreement in all respects as if we had been an Original Company.
6. We make the representations set out in Clause 6 of the Support
Agreement.
7. Our administrative details are as follows:
Address:
Fax No:
8. This Deed shall be governed by English law.
9. We irrevocably agree that the courts of England are to have exclusive
jurisdiction to settle any disputes which may arise out of or in
connection with this Deed or the Support Agreement and that accordingly
any suit, action or proceeding ("Proceedings") arising out of or in
connection with this Deed or the Support Agreement shall be brought in
such courts.
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We consent generally in respect of any Proceedings arising out of or in
connection with this Deed to the giving of any relief or the issue of any
process in connection with such Proceedings including, without limitation, the
making, enforcement or execution against any property or assets whatsoever of
any order or judgment which may be made or given in such Proceedings.
We agree that the process by which any Proceedings in England are begun may be
served on it by being delivered to Xxxxxxx Robor Limited, Xxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxxxx, Xxxx Xxxxxx XX00 0XX or other its principal place of
business for the time being.
IT WITNESS whereof we have executed this Memorandum as a Deed and it is
delivered the day and year first above written.
EXECUTED as a Deed on behalf of
Printing Resources Limited by:
Director
Director/Secretary
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ACKNOWLEDGED by
Xxxxxxx Robor Limited for and
on behalf of itself and on behalf
of each of the other parties to
the Support Agreement
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EXECUTED as a DEED on behalf )
of IMPAC GROUP INC by: )
XXXXXXX XXXXX its ) /s/ Xxxxxxx Xxxxx
attorney duly authorised in that )
behalf in the presence of: )
WITNESS: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Address: 00 XXXXXX XXXXXX
XXXXXX XX0X 0XX
Occupation: SOLICITOR
EXECUTED as a DEED on behalf )
of AGI INCORPORATED by: )
XXXXXXX XXXXX its ) /s/ Xxxxxxx Xxxxx
attorney duly authorised in that )
behalf in the presence of: )
WITNESS: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Address: 00 XXXXXX XXXXXX
XXXXXX XX0X 0XX
Occupation: SOLICITOR
EXECUTED as a DEED on behalf of )
KLEARFOLD, INC. by: )
XXXXXXX XXXXX its ) /s/ Xxxxxxx Xxxxx
attorney duly authorised in that )
behalf in the presence of: )
WITNESS: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Address: 00 XXXXXX XXXXXX
XXXXXX XX0X 0XX
Occupation: SOLICITOR
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EXECUTED as a DEED on behalf )
of LEVELPROMPT LIMITED by: )
Director /s/ ^ ^
Director/Secretary /s/ ^ ^
EXECUTED as a DEED on behalf )
of XXXXXXX ROBOR LIMITED by: )
Director /s/ ^ ^
Director/Secretary /s/ ^ ^
EXECUTED as a DEED on behalf )
of SONICON LIMITED by: )
Director /s/ ^ ^
Director/Secretary /s/ ^ ^
EXECUTED as a DEED on behalf )
of XXXXXXX ROBOR LABELS )
LIMITED by: )
Director /s/ ^ ^
Director/Secretary /s/ ^ ^
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EXECUTED as a DEED on behalf )
of XXXXX XXXXX LIMITED by: )
Director /s/ ^^?? Signature Unintelligible
Director/Secretary /s/ ^^?? Signature Unintelligible
EXECUTED as a DEED on behalf )
of XXXXXXX ROBOR SALES )
LIMITED by: )
Director /s/ ^^?? Signature Unintelligible
Director/Secretary /s/ ^^?? Signature Unintelligible
EXECUTED as a DEED on behalf )
of XXXXXXX ROBOR AUDIO AND )
COMPUTER SERVICES LIMITED )
by: )
Director /s/ ^^?? Signature Unintelligible
Director/Secretary /s/ ^^?? Signature Unintelligible
EXECUTED as a DEED on behalf )
of TOPHURST PROPERTIES )
LIMITED by )
Director /s/ ^^?? Signature Unintelligible
Director/Secretary /s/ ^^?? Signature Unintelligible
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EXECUTED as a DEED on behalf )
of XXXXXXX-XXXXX (OVERSEAS))
LIMITED by )
Director /s/ X. Xxxxxxxx
Director/Secretary /s/ ^^^^^^
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