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EXHIBIT 10.5.2
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as of
March 18, 1998, by and among Day International Group, Inc., a Delaware
corporation (the "Company"), and Greenwich Street Capital Partners, Inc., a
Delaware corporation ("Greenwich"). Capitalized terms used herein and not
defined in Section 1 or elsewhere in this Agreement have the respective meanings
set forth in the Purchase Agreement referred to below.
WHEREAS, pursuant to a Purchase Agreement, dated as of December 18, 1997
(the "Purchase Agreement"), GSD Acquisition Corp., a Delaware corporation
("GSD"), and SG Capital Partners, LLC, a Delaware limited liability company,
acquired approximately 93.9% of the common stock of the Company (on a
fully-diluted basis) from American Industrial Partners Capital Fund, L.P.,
American Industrial Partners Capital Fund II, L.P. (together, "AIP"), certain
affiliates of AIP and certain management stockholders of the Company on January
16, 1998 (the "Acquisition");
WHEREAS, as of the date hereof, Greenwich and the Company have entered into
a Consulting Agreement, dated as of March 18, 1998 (the "Consulting Agreement");
WHEREAS, at the request of the Company and its Subsidiaries (the "Company
Group"), Greenwich has performed and will perform for the benefit of the Company
Group, certain financial, management advisory and other services in connection
with the transactions contemplated by the Purchase Agreement and the financing
arrangements relating to such transactions, including but not limited to
services performed and to be performed in consultation with the (i) Company
Group officials, structuring and implementing a management organization designed
to meet the requirements of the Company Group upon consummation of the
Acquisition, together with related compensation arrangements, (ii) preparation,
negotiation, execution and delivery of the Purchase Agreement and other
agreements, instruments and documents relating to the transactions contemplated
by the Purchase Agreement, (iii) preparation, negotiation, execution and
delivery of commitment, fee and engagement letters, credit agreements,
guarantees, pledge agreements and other security agreements, offerings documents
and other agreements, instruments and documents relating to the financings to be
entered into by the Company Group at the closing, (iv) structuring,
implementation and consummation of the foregoing transactions and (v) retention
of legal, accounting, environmental, insurance, employee benefits, financial and
other advisors and consultants in connection with the foregoing (such services
being referred to collectively as the "Services"), but not including services to
be performed by Greenwich pursuant to the Consulting Agreement;
WHEREAS, the Company Group or one or more of their Subsidiaries from time
to time in the future may offer and sell or cause to be offered and sold equity
or debt securities (such offerings being hereinafter referred to as the
"Securities Offerings"), including (i) offerings of shares of capital stock of
the Company Group, and/or options to purchase such shares, to employees,
directors, managers and consultants of and to the Company Group or any
Subsidiary (each, a "Management Offering"), and (ii) one or more offerings of
debt securities for the purpose of providing funds for the Acquisition or for
refinancing any indebtedness of any of the Company Group or for other corporate
purposes;
WHEREAS, the parties hereto recognize the possibility that claims might be
made against and liabilities incurred by Greenwich or Related Persons (as
defined herein) or affiliates, under applicable securities laws or otherwise, in
connection with the Securities Offerings, or relating to other actions or
omissions of or by any of the Company Group, or relating to the provision by
Greenwich of management consulting, monitoring and financial advisory services
to any of the Company Group, and the parties hereto accordingly wish to provide
for Greenwich and Related Persons and affiliates to be indemnified in respect of
such claims and liabilities as herein provided; and
WHEREAS, the parties hereto recognize that claims might be made against and
liabilities incurred by directors and officers of members of the Company Group
in connection with their acting in such capacity, and
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accordingly wish to provide for such directors and officers to be indemnified to
the fullest extent permitted by law in respect of any such claims and
liabilities;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
agreement, covenants and provisions herein set forth, the parties hereto hereby
agree as follows:
1. Definitions. (a) Whenever used in this Agreement, the following terms
shall have the respective meanings given to them below or in the other Sections
indicated below:
Claim: with respect to any Indemnitee, any claim against such
Indemnitee involving any Obligation with respect to which such Indemnitee
may be entitled to be defended and indemnified by the Company Group under
this Agreement.
Commission: the United States Securities and Exchange Commission.
Indemnitee: each of Greenwich, Greenwich Street Capital Partners,
L.P., Greenwich Street Capital Partners Offshore Fund Limited, TRV
Employees Fund, L.P., The Travelers Insurance Company and The Travelers
Life and Annuity Company, Greenwich IV LLC, a Delaware limited liability
company, their affiliates (within the meaning of the Securities Act), their
respective successors and assigns, and their respective directors,
officers, partners, employees, agents, advisors, representatives and
controlling persons (within the meaning of the Securities Act), and each
other person who is or becomes a director or an officer of the Company
Group or any Subsidiary.
Obligations: collectively, any and all claims, obligations,
liabilities, causes of action, actions, suits, proceedings, investigations,
judgments, assessments, decrees, losses, damages, reasonable fees, costs
and expenses (including interest, penalties and reasonable fees and
disbursements of attorneys, accountants, investment bankers and other
professional advisors), in each case whether incurred, arising or existing
with respect to third parties or otherwise at any time or from time to
time; provided that the term "Obligations" shall not include losses,
damages and related costs and expenses incurred (i) by any Indemnitee, in
its capacity as a shareholder of the Company, upon its disposition of
Common Stock or otherwise resulting solely from and limited to any
diminution in value of Common Stock held by such Indemnitee or (ii) by the
Company and as a result of any indemnity payment required to be made by the
Company pursuant to the Purchase Agreement.
Related Document: any agreement, certificate, instrument or other
document to which the Company Group or any Subsidiaries may be a party or
by which they or any of their properties or assets may be bound or affected
from time to time relating in any way to the Acquisition or any Securities
Offering or any of the other transactions contemplated thereby, including,
in each case, as the same may be amended, modified, waived or supplemented
from time to time, (i) any registration statement filed by or on behalf of
the Company Group or any Subsidiary with the Commission in connection with
any Securities Offering, including all exhibits, financial statements and
schedules appended thereto, and any submissions to the Commission in
connection therewith, (ii) any prospectus, preliminary or otherwise,
included in such registration statements or otherwise filed by or on behalf
of the Company Group or any Subsidiary in connection with any Securities
Offering or used to offer or confirm sales of their respective securities
in any Securities Offering, (iii) any private placement or offering
memorandum or circular, or other information or materials distributed by or
on behalf of the Company Group, any Subsidiary or any placement agent or
underwriter in connection with any Securities Offering, (iv) any federal,
state or foreign securities law or other governmental or regulatory filings
or applications made in connection with any Securities Offering, the
Acquisition or any of the transactions contemplated thereby, (v) any
dealer-manager, underwriting, subscription, purchase, stockholders, option
or registration rights agreement or plan entered into or adopted by the
Company Group or any Subsidiary in connection with any Securities Offering
or (vi) any quarterly, annual or current reports or financial statements
filed by the Company Group or any Subsidiary with the Commission or any
other governmental authority.
Subsidiary: (i) each corporation or other person or entity in which
the Company Group own or control, directly or indirectly, capital stock or
other equity interests representing at least 50% of the outstanding voting
stock or other equity interests, and (ii) any other affiliate of the
Company Group.
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Transactions: (i) the Acquisition, (ii) the Senior Secured Agreement,
dated as of January 15, 1998, among GSD, the several lenders from time to
time parties thereto, Societe Generale Securities Corporation, as arranger,
and Societe Generale, as administrative agent, (iii) the Holdings Senior
Credit Agreement, dated as of January 15, 1998, among GSD, GSD Acquisition
II Corp., Societe Generale Securities Corporation and Societe Generale,
(iv) the Indenture dated as of March 18, 1998 between Group, Day
International, Inc. and the Bank of New York, (v) the Certificate of
Designation, dated March 18, 1998 and filed on such date with the Secretary
of State of the State of Delaware, and (vi) the transactions contemplated
thereby and related thereto.
(b) The words "hereby", "herein", "hereof", "hereunder" and words of
similar import refer to this Agreement as a whole and not merely to the specific
Section, paragraph or clause in which such word appears. All references herein
to Sections shall be deemed references to Sections of this Agreement unless the
context shall otherwise require. The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation." The
definitions given for terms in this Section 1 and elsewhere in this Agreement
shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. Except as otherwise expressly provided
herein, all references to "dollars" or "$" shall be deemed references to the
lawful money of the United States of America.
2. Indemnification. (a) The Company Group (each, an "Indemnifying Party"
and collectively, the "Indemnifying Parties"), jointly and severally, agree to
indemnify, defend, hold harmless and reimburse each Indemnitee:
(i) from and against any and all Obligations in any way resulting
from, arising out of or in connection with, based upon or relating to (A)
the performance by Greenwich of management consulting, monitoring,
financial advisory or other services for the Company Group or any
Subsidiary (whether performed prior to the date hereof, hereafter, pursuant
to the Fee Agreement, the Consulting Agreement, or otherwise), except to
the extent that any such Obligation of any Indemnitee is found in a final
judgment by a court of competent jurisdiction to have resulted from the
gross negligence or intentional misconduct of such Indemnitee or its
directors, officers, partners, employees, agents, advisors, representatives
or controlling persons (within the meaning of the Securities Act) and, in
each case, acting in such capacity (with respect to any Indemnitee, its
"Related Persons"), (B) the Securities Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any other applicable securities
or other laws, in connection with any Securities Offering, any Related
Document or any of the transactions contemplated thereby, in each case,
except to the extent already indemnified for pursuant to Section 2(b), or
(C) any other action or failure to act of the Company Group, any Subsidiary
or any of their respective predecessors, whether such action or failure has
occurred or is yet to occur; and
(ii) to the fullest extent permitted by Delaware law, from and against
any and all Obligations in any way resulting from, arising out of or in
connection with, based upon or relating to (A) the fact that such
Indemnitee is or was a director or an officer of the Company Group or any
Subsidiary, as the case may be, or is or was serving at the request of such
corporation as a director, officer, employee or agent of or advisor or
consultant to another corporation, partnership, joint venture, trust or
other enterprise or (B) any breach or alleged breach by such Indemnitee of
his or her fiduciary duty as a director or an officer of the Company Group
or any Subsidiary, as the case may be;
in each case including any and all fees, costs and expenses (including
reasonable fees and disbursements of attorneys) incurred by or on behalf of any
Indemnitee in asserting, exercising or enforcing any of its rights, powers,
privileges or remedies in respect of this Agreement or the Consulting Agreement
(except to the extent previously paid to Greenwich pursuant to the terms
thereof).
(b) Without in any way limiting the foregoing Section 2(a), each of the
Indemnifying Parties agrees, jointly and severally, to indemnify, defend and
hold harmless each Indemnitee from and against any and all Obligations resulting
from, arising out of or in connection with, based upon or relating to
liabilities under the Securities Act, the Exchange Act, or any other applicable
securities or other laws, rules or regulations in connection with (i) the
inaccuracy or breach of or default under any representation, warranty, covenant
or
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agreement in any Related Document, (ii) any untrue statement or alleged untrue
statement of a material fact contained in any Related Document or (iii) any
omission or alleged omission to state in any Related Document a material fact
required to be stated therein or necessary to make the statements therein not
misleading. Notwithstanding the foregoing, none of the Indemnifying Parties
shall be obligated to indemnify such Indemnitee from and against any such
Obligation to the extent that such Obligation arises out of or is based upon an
untrue statement or omission made in such Related Document in reliance upon and
in conformity with written information furnished to the Company Group in an
instrument duly executed by such Indemnitee and specifically stating that it is
for use in the preparation of such Related Document.
3. Contribution. (a) Except to the extent that Section 3(b) is
applicable, if for any reason the indemnity provided for in Section 2(a) is
unavailable or is insufficient to hold harmless any Indemnitee from any of the
Obligations covered by such indemnity, then each of the Indemnifying Parties,
jointly and severally, shall contribute to the amount paid or payable by such
Indemnitee as a result of such Obligation in such proportion as is appropriate
to reflect (i) the relative fault of each of the Company Group and the
Subsidiaries, on the one hand, and such Indemnitee, on the other, in connection
with the state of facts giving rise to such Obligation, (ii) if such Obligation
results from, arises out of, is based upon or relates to any Securities
Offering, the relative benefits received by each of the Company Group and the
Subsidiaries, on the one hand, and such Indemnitee, on the other, from such
Securities Offering and (iii) if required by applicable law, any other relevant
equitable considerations.
(b) If for any reason the indemnity specifically provided for in Section
2(b) is unavailable or is insufficient to hold harmless any Indemnitee from any
of the Obligations covered by such indemnity, and the indemnification of such
Obligations under Section 2(a)(i) is similarly unavailable or insufficient, then
the Indemnifying Parties, jointly and severally, shall contribute to the amount
paid or payable by such Indemnitee as a result of such Obligation in such
proportion as is appropriate to reflect (i) the relative fault of each of the
Company Group and the Subsidiaries, on the one hand, and such Indemnitee, on the
other, in connection with the information contained in or omitted from any
Related Document, which inclusion or omission resulted in the inaccuracy or
breach of or default under any representation, warranty, covenant or agreement
therein, or which information is or is alleged to be untrue, required to be
stated therein or necessary to make the statements therein not misleading, (ii)
the relative benefits received by the Company Group and the Subsidiaries, on the
one hand, and such Indemnitee, on the other, from such Securities Offering and
(iii) if required by applicable law, any other relevant equitable
considerations.
(c) For purposes of Section 3(a), the relative fault of each of the Company
Group and the Subsidiaries, on the one hand, and of the Indemnitee, on the
other, shall be determined by reference to, among other things, their respective
relative intent, knowledge, access to information and opportunity to correct the
state of facts giving rise to such Obligation. For purposes of Section 3(b), the
relative fault of each of the Company Group and the Subsidiaries, on the one
hand, and of the Indemnitee, on the other, shall be determined by reference to,
among other things, (i) whether the included or omitted information relates to
information supplied by the Company Group and the Subsidiaries, on the one hand,
or by such Indemnitee, on the other, and (ii) their respective relative intent,
knowledge, access to information and opportunity to correct such inaccuracy,
breach, default, untrue or alleged untrue statement, or omission or alleged
omission. For purposes of Section 3(a) or 3(b), the relative benefits received
by each of the Company Group and the Subsidiaries, on the one hand, and the
Indemnitee, on the other, shall be determined by weighing the direct monetary
proceeds to the Company Group and the Subsidiaries, on the one hand, and such
Indemnitee, on the other, from such Securities Offering.
(d) The parties hereto acknowledge and agree that it would not be just and
equitable if contributions pursuant to Section 3(a) or 3(b) were determined by
pro-rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in such respective Section. The
Indemnifying Parties shall not be liable under Section 3(a) or 3(b), as
applicable, for contribution to the amount paid or payable by any Indemnitee
except to the extent and under such circumstances any Indemnifying Party would
have been liable to indemnify, defend and hold harmless such Indemnitee under
the corresponding Section 2(a) or 2(b), as applicable, if such indemnity were
enforceable under applicable law. No Indemnitee shall be entitled to
contribution from any Indemnifying Party with respect to any
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Obligation covered by the indemnity specifically provided for in Section 2(b) in
the event that such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such Obligation and the Indemnifying Parties are not guilty of
such fraudulent misrepresentation.
4. Indemnification Procedures. (a) Whenever any Indemnitee shall have
actual knowledge of the reasonable likelihood of the assertion of a Claim, such
Indemnitee or, if requested, by any other Indemnitee on behalf of such
Indemnitee (in such capacity the "Indemnitee Representative"), shall notify any
Indemnifying Party in writing of the Claim (the "Notice of Claim") with
reasonable promptness after such Indemnitee has such knowledge relating to such
Claim and, in the case of the Indemnitee Representative, has notified Greenwich
thereof. The Notice of Claim shall specify all material facts known to the
Indemnitee Representative (or, if given by such Indemnitee, such Indemnitee)
that may give rise to such Claim and the monetary amount or an estimate of the
monetary amount of the Obligation involved if the Indemnitee Representative (or,
if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a
reasonable basis for making such an estimate. The failure of the Indemnitee or
the Indemnitee Representative, as applicable, to give such Notice of Claim shall
not relieve any Indemnifying Party of its indemnification obligations under this
Agreement except to the extent that such omission results in a failure of actual
notice to it and it is materially injured as a result of the failure to give
such Notice of Claim. The Indemnifying Parties shall, at their expense,
undertake the defense of such Claim with attorneys of their own choosing
satisfactory in all respects to the Indemnitee or the Indemnitee Representative,
as applicable. In the event the Indemnitee or the Indemnitee Representative
reasonably concludes that the Claim or the circumstances giving rise thereto may
present a conflict of interest between one or more of the Indemnifying Parties
and one or more Indemnitees, such Indemnitee or the Indemnitee Representative
may participate in such defense with counsel of its choosing at the expense of
the Indemnifying Parties. In the event that none of the Indemnifying Parties
undertakes the defense of the Claim within a reasonable time after the
Indemnitee or the Indemnitee Representative, as applicable, has given the Notice
of Claim, the Indemnitee or the Indemnitee Representative, as applicable, may,
at the expense of the Indemnifying Parties and after giving notice to any
Indemnifying Party of such action, undertake the defense of the Claim and
compromise or settle the Claim, all for the account of and at the risk of the
Indemnifying Parties. In the defense of any Claim, the Indemnifying Parties
shall not, except with the consent of the Indemnitee or the Indemnitee
Representative, as applicable, consent to entry of any judgment or enter into
any settlement that includes any injunctive or other non-monetary relief, or
that does not include as an unconditional term thereof the giving by the person
or persons asserting such Claim to such Indemnitee of a release from all
liability with respect to such Claim. In each case, the Indemnitee
Representative and each Indemnitee seeking indemnification hereunder will
cooperate with the Indemnifying Parties, so long as the Indemnifying Parties are
conducting the defense of the Claim, in the preparation for and the prosecution
of the defense of such Claim, including making available evidence within the
control of the Indemnitee Representative or such Indemnitee, as the case may be,
and persons needed as witnesses who are employed by Greenwich or such
Indemnitee, as the case may be, in each case as reasonably needed for such
defense and at actual cost (exclusive of overhead charges), which cost, to the
extent reasonably incurred, shall be paid by the Indemnifying Parties.
(b) The Indemnifying Parties hereby agree to advance costs and expenses,
including reasonable attorney's fees, incurred by any Indemnitee or the
Indemnitee Representative in defending any Claim in advance of the final
disposition of such Claim upon receipt of an undertaking by or on behalf of such
Indemnitee or the Indemnitee Representative to repay amounts so advanced if it
shall ultimately be determined that the relevant Indemnitee is not entitled to
be indemnified by any Indemnifying Party as authorized by this Agreement.
(c) Any Indemnitee seeking indemnification under this Agreement shall
notify the Indemnifying Parties in writing of the amount of any Claim actually
paid by such Indemnitee (the "Notice of Payment"). The amount of any Claim
actually paid by such Indemnitee shall bear simple interest at the rate equal to
The Chase Manhattan Bank's prime rate as of the date of such payment plus 2% per
annum, from the date any Indemnifying Party receives the Notice of Payment to
the date on which any Indemnifying Party shall repay the amount of such Claim
plus interest thereon to such Indemnitee.
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5. Certain Covenants; Other Indemnities. The rights of each Indemnitee to
be indemnified under any other agreement, document, certificate or instrument or
applicable law are independent of and in addition to any rights of such
Indemnitee to be indemnified under this Agreement, provided that nothing
contained herein shall provide any Indemnitee a right to recover from any
Indemnifying Party in the aggregate any amount in excess of its Obligations. The
rights of each Indemnitee and the obligations of the Company Group hereunder
shall remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnitee. The Company Group shall maintain the State of
Delaware as their state of incorporation and shall implement and maintain in
full force and effect any and all corporate charter and by-law provisions that
may be necessary or appropriate to enable them to carry out their obligations
hereunder to the fullest extent permitted by Delaware corporate law, including a
provision of their respective certificates of incorporation eliminating
liability of a director for breach of fiduciary duty to the fullest extent
permitted by Section 102(b)(7) (or any successor section thereto) of the General
Corporation Law of the State of Delaware, as it may be amended from time to
time.
6. Notices. Notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if (a) delivered personally, (b) mailed,
certified or registered mail with postage prepaid, (c) sent by next day or
overnight mail or delivery or (d) sent by telecopy or telegram, as follows:
(i) If to the Company Group, to:
Day International Group, Inc.
X.X. Xxx 000
000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000-0000
Attn.: Xxxxx X. Xxxxxxxx
or to such other person or address as the Company Group shall furnish to
Greenwich in writing.
(ii) If to Greenwich, to:
Greenwich Street Capital Partners, Inc.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, III
with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other person or address as Greenwich shall furnish to the Company
Group in writing.
All such notices, requests, demands, waivers and other communications shall
be deemed to have been received (w) if by personal delivery, on the day after
such delivery, (x) if by certified or registered mail, on the fifth business day
after the mailing thereof, (y) if by next-day or overnight mail delivery, on the
day delivered or (z) if by telecopy or telegram, on the day on which such
telecopy or telegram was sent, provided that a copy is also sent by certified or
registered mail.
7. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the law of the State of New
York, regardless of the law that might be applied under principles of conflicts
of laws, except to the extent that the corporate law of the State of Delaware
specifically and mandatorily applies, in which case such law shall apply.
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8. Severability. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
9. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement shall be binding upon and inure
to the benefit of each party hereto, its successors and permitted assigns, and
each other Indemnitee. By operation of merger, this Agreement shall be binding
upon and inure to the benefit of the surviving entity of the merger. This
Agreement is not intended to confer any right or remedy hereunder upon any
person other than each of the parties hereto, their respective successors and
permitted assigns and each other Indemnitee. No amendment, modification,
supplement or discharge of this Agreement, and no waiver hereunder shall be
valid and binding unless set forth in writing and duly executed by the party or
other Indemnitee against whom enforcement of the amendment, modification,
supplement or discharge is sought and acknowledged by the other party. Neither
the waiver by any of the parties hereto or any other Indemnitee of a breach of
or a default under any of the provisions of this Agreement, nor the failure by
any party hereto or any other Indemnitee on one or more occasions, to enforce
any of the provisions of this Agreement or to exercise any rights, powers or
privileges hereunder, shall be construed as a waiver of any other breach or
default of a similar nature, or as a waiver of any provisions hereof, or any
rights, powers or privileges hereunder. The rights and remedies herein provided
are cumulative and are not exclusive of any rights or remedies that any party or
other Indemnitee may otherwise have at law or in equity or otherwise. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by
their authorized representatives as of the date first above written.
DAY INTERNATIONAL GROUP, INC.
By:
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Name: Xxxxxxxxx X. Vanden Beukel
Title: Vice President and Secretary
GREENWICH STREET CAPITAL PARTNERS, INC.
By:
---------------------------------------
Name: Xxxxxx X. Xxxxxx, III
Title:
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