EXHIBIT 10.113
SUBORDINATED NOTE
This Note has not been registered under the Securities Act of 1933,
as amended, and may not be sold or otherwise transferred in the
absence of such registration or an exemption therefrom under such
Act or any applicable state securities laws. Furthermore, this Note
may be sold or otherwise transferred only in compliance with the
conditions specified in the Note Purchase Agreement referred to
hereinafter, a complete and correct copy of which is available for
inspection at the principal office of IMPAC Group, Inc. and will be
furnished without charge to the holder of this Note upon written
request.
$4,900,000 November 17, 1999
IMPAC GROUP, INC., a Delaware corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to HERITAGE FUND II
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INVESTMENT CORPORATION, a Delaware corporation ("Payee"), or its registered
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assigns, the entire principal amount of FOUR MILLION NINE HUNDRED THOUSAND
DOLLARS ($4,900,000), payable in the amounts and at the times specified in
Section 3 of the Note Purchase Agreement (as hereinafter defined) and with a
final maturity on March 31, 2006 (the "Maturity Date"), and to pay interest on
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the unpaid principal amount hereof from the date hereof until and including the
payment in full of the unpaid principal amount hereof, such interest accruing
and compounding at the rate per annum set forth in Section 3.4(a) of the Note
Purchase Agreement (as hereinafter defined) (computed on the basis of actual
number of days elapsed and a 360-day year). The Company hereby promises to pay
such interest on the dates specified in the Note Purchase Agreement (as
hereinafter defined) until the obligation of the Company with respect to the
payment thereof shall be discharged. All payments of principal and interest
hereof shall be made in lawful money of the United States of America to the
account of the holder hereof upon presentation hereof at such address of the
holder hereof as such holder shall have designated to the Company in writing.
This Note is the Note of the Company issued pursuant to the Note Purchase
Agreement, dated as of November 17, 1999 (the "Note Purchase Agreement"),
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between the Company and the Payee. The holder of this Note is entitled to
enforce the provisions of
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the Note Purchase Agreement and to enjoy the benefits thereof to the extent
provided therein and is subject to the obligations thereunder as a holder of a
Note.
The Company shall be permitted, at certain times and under certain
circumstances, to prepay all or any portion of this Note, together with all
accrued and unpaid interest thereon, and the maturity hereof may be accelerated
by the holder of the Note outstanding following an Event of Default (as defined
in the Note Purchase Agreement), all as provided in the Note Purchase Agreement,
to which reference is made for the terms and conditions of such provisions as to
prepayment and acceleration. No mandatory prepayments of this Note are
required.
Any transfer of this Note permitted in accordance with the transfer
restriction provisions set forth in the Note Purchase Agreement is registrable
on the note register of the Company upon presentation at the principal office of
the Company accompanied by a written instrument of transfer in form satisfactory
to the Company duly executed by, or on behalf of, the holder hereof. This Note
may also be exchanged at such office for one or more Notes in any authorized
denominations, as requested by the holder, of a like aggregate unpaid principal
amount. Except as permitted in the Note Purchase Agreement, this Note may not be
transferred, negotiated or assigned.
Prior to due presentment for registration of transfer, the Company and any
agent of the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment of principal and
interest as herein provided and for all other purposes.
The holder of this Note, by acceptance hereof, agrees with the Company that this
Note and all payments hereunder shall be subordinate and junior in right of
payment to the prior payment in full in cash of all Senior Debt (as defined in
the Note Purchase Agreement) to the extent and in the manner provided in the
Note Purchase Agreement.
All indebtedness of the Company evidenced by this Note is a general
unsecured obligation of the Company and shall be pari passu in right of payment
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to the Indebtedness (as defined in the Note Purchase Agreement) of the Company
evidenced by the Senior Subordinated Notes (as defined in the Note Purchase
Agreement).
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This Note shall be deemed to take effect as a sealed instrument under the
laws of the Commonwealth of Massachusetts and for all purposes shall be
construed in accordance with such laws.
IMPAC GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
