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Exhibit 10(x)
NOTE PURCHASE AGREEMENT
This Note Purchase Agreement is made as of the 20th day of June, 1996, by
and between Pages, Inc., a Delaware corporation (the "Company") and the person
or persons who execute the signature page hereto (the "Buyer").
1. PURCHASE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the Buyer, intending to be legally bound, hereby irrevocably agrees
to purchase from the Company that principal amount of 10% subordinated notes due
December 31, 2005 (the "Notes") that is indicated on the signature page
attached hereto. Unless otherwise provided for in Schedule 1 attached hereto,
payment of the Notes is delivered to the Company simultaneously with the
execution hereof by Buyer and is in the form of a check drawn on the account of
Buyer or wire transfer to the Company. The Notes are accompanied by warrants
("Warrants") exercisable at any time up until 5:00 P.M., Eastern Time, on the
date five years after the date hereof to purchase twenty Shares of Company
common stock, $.01 par value, ("Common Stock") for each $1,000 in principal
amount of Notes purchased, exercisable at $2.75 per share and upon the exercise
schedule described in the Company's Private Placement Memorandum dated April 23,
1996, as amended or supplemented (the "Memorandum").
2. ISSUANCE OF NOTES. The Company shall deliver to the Buyer an original
Note and Warrant within a reasonable time after payment for the Notes is
received by the Company.
3. INVESTOR NOTICES. The Buyer acknowledges that:
(a) Neither the Notes nor the Warrants have been approved or
disapproved by the Securities and Exchange Commission or any state securities
commissioner, and neither the Securities and Exchange Commission nor any state
securities commissioner has passed upon the accuracy or adequacy of the
Memorandum.
(b) No person other than the Chairman of the Board and the President
of the Company is authorized to give any information or to make any
representation regarding the Company and its future prospects, and any
information or representation made by other than the Chairman of the Board or
the President of the Company must not be relied upon.
(c) The offer of Notes and Warrants may be withdrawn by the Company at
any time prior to the acceptance by the Company of this Note Purchase Agreement
in writing. In connection with the offering and sale of the Notes and Warrants,
the Company reserves the right, in its sole discretion, to reject any
subscription.
(d) This Note Purchase Agreement is submitted in connection with the
private placement of the Notes and Warrants and does not constitute an offer or
solicitation by or to anyone in any jurisdiction in which such an offer or
solicitation is not authorized.
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(e) The Company has agreed to provide to the Buyer and any of the
representatives of the Buyer the opportunity to inspect additional documents and
to inquire of, and to receive answers from, it or any person acting on its
behalf concerning the Company and the Notes. The Buyer may also obtain any
additional information from the Company, to the extent it possesses such
information or can acquire it without unreasonable effort or expense, necessary
to verify the accuracy of the information provided to the Buyer with this Note
Purchase Agreement. Any requests for information or to examine any documents
should be directed to S. Xxxxxx Xxxxx at Pages, Inc., 000 00xx Xxxxxx Xxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx, 00000, (000) 000-0000.
4. REPRESENTATIONS AND WARRANTIES. The Buyer hereby acknowledges,
represents, and warrants to, and agrees with, the Company as follows:
(a) The Buyer has received and reviewed the Memorandum.
(b) No oral or written representations have been made or oral or
written information furnished to the Buyer or his advisor(s) in connection with
the offering of the Notes and Warrants which were in any way inconsistent with
the information provided to the Buyer.
(c) The Buyer is not subscribing for the Notes and Warrants as a
result of or subsequent to any advertisement, article, notice, or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or meeting to
which the Buyer was invited by means of any advertisement, article, notice, or
other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio.
(d) The Buyer has adequate means of providing for the Buyer's current
needs and contingencies, is able to bear the economic risks of an investment in
the Notes and Warrants for an indefinite period of time and has no need for
liquidity in such investment.
(e) The Buyer has such knowledge and experience in financial and
business matters so as to enable the Buyer to utilize the information made
available to the Buyer about the Company in order to evaluate the merits and
risks of an investment in the Notes and Warrants and to make an informed
investment decision with respect thereto.
(f) The Buyer is acquiring the Notes and Warrants solely for the
Buyer's own account as principal, for investment purposes only and not with a
view to the resale or distribution thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in such Notes and Warrants.
(g) The Buyer will not sell or otherwise transfer the Notes and
Warrants without Registration under the Securities Act of 1933, as amended (the
"Act"), and applicable state securities laws or an exemption therefrom, and
fully understands and agrees that the Buyer must bear the economic risk of his
purchase for an indefinite period of time because the Notes and Warrants have
not been Registered under the Act or under the securities laws of any state and,
therefore, cannot be resold unless they are subsequently Registered under the
Act and under the
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applicable securities laws of such states or unless an exemption from such
Registration is available or, as to the Warrants, the Warrants and the Shares of
Common Stock underlying the Warrants are Registered. The Company will affix a
legend in substantially the following form to the Notes, the Warrants and the
Certificates evidencing the Shares of Common Stock issued pursuant to the
exercise of Warrants (except to the extent Registered under the Act):
The securities represented by this Certificate have not been Registered
under the Securities Act of 1933, as amended, and may not be sold, pledged,
apothecated, donated, or otherwise transferred, whether or not for
consideration, unless either the securities have been Registered under such
Act or an exemption from such Registration requirement is available. If the
securities are to be sold or transferred pursuant to an exemption from the
Registration requirement, the Company may require a written opinion of
counsel, in form and content satisfactory to the Company, to the effect
that Registration is not required or that such transfer will not violate
such Act or applicable state securities laws.
(h) The Buyer understands that, except as provided for herein, the Company
will be under no obligation to Register the Notes and Warrants (or the Shares of
Common Stock underlying the Warrants) on behalf of the Buyer or to assist the
Buyer in complying with any exemption from Registration under the Act or under
the securities laws of any state for resales of the Notes, Warrants, and shares
of Common Stock underlying the Warrants. The Buyer understands that except with
respect to securities Registered as provided for herein, the Company will issue
stock transfer instructions to its transfer agent with respect to such
securities.
(i) The Buyer understand(s) that no federal or state agency has passed upon
the Notes and Warrants or made any finding or determination as to the fairness
of this investment
(j) The Buyer is a bona fide resident of or, if an entity, maintains its
principal place of business in the State of Ohio and no contact with the Buyer
with respect to the offer or sale of the Notes and Warrants was made except in
the State(s) of Ohio.
(k) The Buyer is an "accredited investor" under Regulation D of the
Securities and Exchange Commission because (check the applicable box(es)):
[_] The undersigned is a bank (as defined in Section 3(a)(2) of the
Act) or any savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the Act, whether acting in its
individual or fiduciary capacity; a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934; an
insurance company (as defined in Section 2(13) of the Act); an
investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section
2(a)(48) of that Act; a Small Business Investment Company
licensed by the
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U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958; a plan established and
maintained by a state, its political subdivisions, or an agency
or instrumentality of a state or its political subdivisions for
the benefit of its employees with total assets in excess of
$5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in Section 3(21)
of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser,
or an employee benefit plan with total assets in excess of
$5,000,000, or a self-directed plan with investment decisions
made solely by persons that are accredited investors.
[_] The undersigned is a private business development company as
defined in Section 202(a)(22) of the Investment Advisers Act of
1940.
[_] The undersigned is an organization described in Section 501(c)(3)
of the Internal Revenue Code, a corporation, a Massachusetts or
similar business trust, or a partnership, not formed for the
specific purpose of acquiring the Notes and Warrants, with total
assets in excess of $5,000,000.
[_] The undersigned is a natural person whose individual net worth,
or joint net worth with my spouse, at the time of purchase
exceeds $1,000,000.
[_] The undersigned is a natural person with an individual income (1)
in excess of $200,000 or joint income with my spouse in excess of
$300,000 in each of calendar years 1994 and 1995 and has a
reasonable expectation of reaching the same income level in
calendar year 1996.
[_] The undersigned is a trust, not formed for the specific purpose
of acquiring the Notes and Warrants, with total assets in excess
of
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(1) For purposes of this Note Purchase Agreement, "individual income" means
"adjusted gross income" as reported for federal income tax purposes, less any
income attributable to a spouse or to property owned by a spouse, increased by
the following amounts (but not including any amounts attributable to a spouse or
to property owned by a spouse): (i) the amount of any interest income received
which is tax-exempt under Section 103 of the Internal Revenue Code of 1986 as
amended (the "Code"); (ii) the amount of losses claimed as a limited partner in
a limited partnership (as reported on Schedule E of Form 1040); (iii) any
deduction claimed for depletion under Section 611 et seq. of the Code; and (iv)
any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income pursuant to the provisions of Section 1202 of
the Internal Revenue Code of 1986, as amended.
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$5,000,000 and whose purchase is directed by a person who
either alone or with his purchaser representative(s) has
such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and
risks of the prospective investment.
[X] undersigned is an entity in which all of the equity owners
are accredited investors.
(l) The foregoing representations, warranties, and agreements shall be
true and correct in all respects on and as of the date of the issuance of the
Notes and Warrants to the Buyer as if made on and as of such date and shall
survive such date.
(m) If the Buyer is a corporation, partnership, trust, or other
entity, it is authorized and qualified to purchase the Notes and Warrants and
the person signing this Note Purchase Agreement on behalf of such entity has
been duly authorized by such entity to do so.
(n) If the Buyer is purchasing Notes and Warrants subscribed for
hereby in a representative or fiduciary capacity, the representations and
warranties contained herein and in any other written statement or document
delivered to the Company in connection herewith shall be deemed to have been
made on behalf of the person or persons for whom such Notes and Warrants are
being purchased.
5. INDEMNIFICATION. The Buyer agrees to indemnify and hold harmless the
Company and its officers, directors, and affiliates against any and all loss,
liability, claim, damage, and expense whatsoever (including, but not limited to,
any and all expenses, including attorney's fees, reasonably incurred in
investigating, preparing, or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representations or warranty or breach or failure by the Buyer to comply with any
covenant or agreement made by the Buyer herein.
6. IRREVOCABILITY; BINDING EFFECT. Subject to applicable state securities
laws, the undersigned hereby acknowledges and agrees that the subscription
hereunder is irrevocable, that the undersigned is not entitled to cancel,
terminate, or revoke this Note Purchase Agreement or any agreements of the
undersigned thereunder, and that this Note Purchase Agreement and such other
agreements shall survive the death or disability of the undersigned and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives, and assigns.
7. REGISTRATION RIGHTS.
(a) For purposes of this paragraph 7:
(i) The term "Register," "Registered," and "Registration" refer
to a Registration effected by preparing and filing with the Securities and
Exchange Commission (the
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"Commission") a registration statement or similar document in compliance with
the Act, and the declaration or ordering of effectiveness of such registration
statement or document;
(ii) The term "Registrable Securities" means the Warrants and the
shares of Common Stock underlying the Warrants and any Common Stock issued as a
dividend or other distribution with respect to or in exchange for or in
replacement of the Common Stock issued or issuable upon exercise of the
Warrants.
(iii) The term "Majority Holders" means those persons who own Warrants
which, if exercised, would entitle them to receive shares of Common Stock in an
amount greater than 50% of the shares of Common Stock underlying all Warrants
then outstanding. The shares of Common Stock owned by persons who have exercised
Warrants shall, for purposes of this subparagraph, be treated as shares
underlying Warrants.
(b) Whenever the Company proposes to Register any of its Common Stock under
the Act for a public offering of Common Stock (but not convertible debt
securities) for cash, the Company shall give the Buyer written notice of its
intent to do so. Upon the written request of the Buyer delivered to the Company
within 10 business days after receipt of such notice, the Company shall use its
best efforts to cause to be included in such Registration all of the Registrable
Securities owned by the Buyer which the Buyer requests to be Registered;
provided (i) the Buyer agrees to sell the shares of Common Stock underlying the
Buyer's Warrants in the same manner and on the same terms and conditions as the
other Common Stock which the Company proposes to Register, (ii) the proposed
managing underwriter (which shall be selected by the Company in its sole
discretion) does not advise the Company that in its opinion the inclusion of the
Buyer's shares (and the shares of Common Stock held by others ["Other Buyers"]
who purchased their Notes pursuant to the offering described in the Memorandum,
and who have given written request to have their Registrable Securities included
in the registration statement) is likely to effect adversely the success of the
offering by the Company or the price it would receive, in which case the rights
of the Buyer shall be as provided in Paragraph 7(e), below, (iii) the Buyer
shall be entitled to include in such Registration not more than one-half of its
Registrable Securities if the Registration is reasonably expected to become
effective after the expiration of the time period which, under Rule 144(d),
would permit public resales of the Registrable Securities, (iv) the Buyer shall
not be entitled to include in such Registration any Registrable Securities which
are freely tradable under Rule 144(k), and (v) the registration right under this
paragraph 7(b) expires as to all Registrable Securities December 31, 2000, after
which the Buyer shall have no right to have any Registrable Securities
Registered.
(c) In connection with any offering involving any underwriting of shares of
Common Stock being issued by the Company, the Company shall not be required
under Paragraph 7(b) to include any of the Buyer's Registrable Securities
therein unless the Buyer accepts and agrees to the terms of the underwriting as
agreed upon between the Company and the underwriters selected by it, and then
only in such quantity as will not, in the opinion of the underwriters,
jeopardize the success of the offering by the Company. If the total number of
shares of Common Stock which the Buyer and all Other Buyers request to be
included in any offering exceeds the number of such Notes which the underwriters
believe compatible with the
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success of the offering, the Company shall only be required to include in the
offering so many of the shares of Common Stock of the Buyer and the Other Buyers
as the underwriters believe will not jeopardize the success of the offering. The
shares so included shall be apportioned pro rata among the Buyer and the Other
Buyers according to the total number of shares requested to be included in such
offering by the Buyer and the Other Buyers, or in such proportions as shall be
mutually agreed to by the Buyer and the Other Buyers, provided that no such
reduction shall be made with respect to any securities offered by the Company
for its own account
(d) As long as the Company has given any notice required by Paragraph
7(b), the Buyer shall not have the right to take any action to restrain, enjoin,
or otherwise delay any Registration as the result of any controversy which might
arise with respect to the interpretation or implementation of this Paragraph 7.
(e) (i) Commencing on October 3, 1996, if the Company shall receive a
written request (specifying that it is being made pursuant to this paragraph
7(e)) from the Majority Holders that the Company file a registration statement
under the Act, covering the Registration of the Registrable Securities, then the
Company shall, within ten (10) days after the receipt thereof, give written
notice of such request to all Buyers and shall, subject to the limitations
contained in subparagraphs (e)(ii) and (e)(iii) below, effect as soon as
practicable, the Registration under the Act of all Registrable Securities which
the Buyer and the Other Buyers request to be Registered within twenty (20) days
after the mailing of such notice by the Company in accordance with subparagraph
8(h). Provided, however (A) in the event that Buyer does not request that its
Registrable Securities be included in such Registration, the buyer shall be
deemed to have waived all Registration rights under this paragraph 7, (B) the
Buyer shall be entitled in such Registration not more than one-half of its
Registrable Securities if the Registration is reasonably expected to become
effective after the expiration of the time period which, under Rule 144(d),
would permit public resales of the Registrable Securities, (C) the Buyer shall
not be entitled to include in such Registration any Registrable Securities which
are freely tradable under Rule 144(k), and (D) the Registration right under this
paragraph 7(e) expires as to all Registrable Securities on December 31, 2000,
after which the Buyer shall have no right to have any Registrable Securities
registered.
(ii) Notwithstanding the foregoing, (A) the Company shall not be
obligated to effect a Registration pursuant to this paragraph 7(e) during the
period starting with the date sixty (60) days prior to the Company's estimated
date of filing of, and ending three (3) months following the effective date, of
a registration statement pertaining to an underwritten public offering of
securities for the account of the Company, provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective and that the Company's estimate of the date of
filing such registration statement is made in good faith; and (B) if the Company
shall furnish to Buyer and the other buyers a certificate signed by the
President of the Company stating that in the good faith judgment of the Board
of Directors it would be detrimental to the Company or its shareholders for a
registration statement to be filed in the near future, then the Company's
obligation to use its best efforts to file a registration statement shall be
deferred for a period during which such filing would be detrimental, provided
that this period will not exceed nine (9) months.
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(iii) The Company shall be obligated to effect no more than one
Registration pursuant to this subparagraph 7(e).
(f) Whenever required under this paragraph 7 to effect the
Registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:
(i) Prepare and file with the Commission a registration statement with
respect to such Registrable Securities and use its reasonable best efforts to
case such registration statement to become effective, and, upon the request of
the Majority Holders, keep such registration statement effective for not less
than ninety (90) days or such earlier date as all securities offered are sold.
(ii) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement.
(iii) Furnish to the selling Buyers such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
(iv) Use its best efforts to Register and qualify the securities
covered by such registration statement under such selling Buyers securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
selling Buyers, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdiction.
(g) It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this paragraph 7 that the selling Buyers shall
furnish to the Company such information regarding themselves, the Registrable
Securities held by them, and the intended method of disposition of such
securities as shall be required to effect the Registration of their Registrable
Securities.
(h) All expenses (other than underwriting discounts and commissions)
incurred in connection with Registrations pursuant to subparagraph 7(e),
including (without limitation) all Registration, filing and qualification fees,
printers' and accounting fees, and fees and disbursements of counsel for the
Company, shall be borne by the company; provided, however, that the Company
shall not be required to pay the cost of any special audits required for a
Registration effected pursuant to subparagraph 7(e) hereof, or any expenses of
any Registration proceeding begun pursuant to subparagraph 7(e) if the
Registration request is subsequently withdrawn at the request of the Majority
Holders, unless the Majority Holders agree to forfeit a right to demand
Registration pursuant to subparagraph 7 (e) (in which event such right shall be
deemed to be forfeited by all Buyers). In the absence of such an agreement to
forfeit, the Buyers
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requesting withdrawal of the Registration request shall bear all such expenses
pro rata on the basis of the Registrable Securities to have been Registered by
such Buyers. Notwithstanding the foregoing, however, if at the time of such
withdrawal, the Buyers have learned of a material adverse change in the
condition, business, or prospects of the Company from that known to the Buyers
at the time of their request, then the Buyers shall not be required to pay any
of such expenses and shall retain their rights pursuant to subparagraph 7(e).
(i) The Company shall bear and pay all costs of and incidental to any
Registration, filing or qualification of Registrable Securities with respect to
the Registration pursuant to subparagraph 7(b) for each Buyer, including all
Registration, filing, and qualification fees, printers' and accounting fees
relating or apportionable thereof except that Buyers shall pay all legal fees
and disbursements of their counsel, if any, and the Buyers will bear and pay
their pro rata portion of any underwriting discounts and commissions.
(j) In connection with any Registration of the Registrable Securities, the
Buyer shall provide to the Company such information as may be reasonably
required by the Company to prepare and file such registration statement in
accordance with applicable provisions of the Act and the Rules and Regulations
thereunder. The Buyer shall furnish such information in writing within five
business days after written request by the Company. The Company shall have sole
control of the preparation, filing, amendment, and supplementation of any
registration statement to be filed on behalf of the Buyer.
(k) In the event that any of the Warrants shall at any time be transferred
of record by the Buyer, the rights herein conferred shall not extend to any such
transferee.
(l) In the event of (i) the Registration of any Registrable Securities
under the Act pursuant to the provisions of this Agreement and to the extent
permitted by applicable law, the Company agrees to indemnify and hold harmless
the Buyer, and each other person, if any, who controls the Buyer within the
meaning of the Act, from and against any and all losses, claims, damages, or
liabilities (or actions in respect thereof) which arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such Registrable Securities were
Registered under the Act or any prospectus contained therein, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Buyer, and each such controlling person, for
any legal or any other expenses reasonably incurred by the Buyer, or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability, or action provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage, or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement or
such prospectus in reliance upon, and in conformity with, information furnished
to the Company by the Buyer or such controlling person, specifically for use in
preparation thereof; (ii) the Registration of any Registrable Securities under
the Act pursuant to the provisions of this Agreement and to the extent permitted
by applicable law, the Buyer, and each other person, if any, who controls the
Buyer within the meaning of the Act, agrees to indemnify and hold harmless the
Company, each
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person who controls the Company within the meaning of the Act, and each officer
and director of the Company from and against any losses, claims, damages, or
liabilities, joint or several, to which the Company, such controlling person, or
any such officer or director may become subject under the Act or otherwise,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any registration statement under
which such Registrable Securities were Registered under the Act or any
prospectus contained therein, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, which untrue
statement or alleged untrue statement or omission or alleged omission was made
therein in reliance upon, and in conformity with, information furnished to the
Company by the Buyer or such controlling person specifically for use in
connection with the preparation thereof; and will reimburse the Company, each
such controlling person and each such officer or director for any legal or any
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; (iii) the
Registration of any Registrable Securities under the Act pursuant to the
provisions of this Agreement, promptly after receipt by an indemnified party of
notice of the commencement of any action or the assertion of a claim which may
be subject to indemnification hereunder, such indemnified party will, if a claim
in respect thereof is to be made against an indemnifying party, give written
notice to such indemnifying party of the commencement or assertion thereof, but
the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than pursuant to
the provisions of this paragraph 7(l). In case any such action is brought or
such assertion made against any indemnified party, and it notifies any
indemnifying party of such commencement or assertion made against any
indemnified party, the indemnifying party will be entitled to participate in
and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, and to assume the defense thereof, with counsel satisfactory
to such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof, other than the reasonable cost of investigation.
8. MISCELLANEOUS.
(a) Neither this Note Purchase Agreement nor any provisions hereof
shall be waived, modified, discharged, or terminated except by an instrument in
writing signed by the party against whom any such waiver, modification,
discharge, or termination is sought.
(b) This Note Purchase Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and there are no
representations, covenants, or other agreements except as stated or referred to
herein or in contemporaneously signed written agreements.
(c) Each provision of this Note Purchase Agreement is intended to be
severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.
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(d) This Note Purchase Agreement is not transferable or assignable by the
undersigned.
(e) This Note Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of Florida as applied to residents of that
state executing contracts wholly to be performed in that state.
(f) Each party hereto agrees to submit to the personal jurisdiction and
venue of the state and federal courts in the State of Florida, in the judicial
circuit including Pinellas County, for resolution of all disputes and causes of
action arising out of this Agreement, and each party hereby waives all questions
of personal jurisdiction and venue of such courts, including, without
limitation, the claim or defense therein that such courts constitute an
inconvenient forum.
(g) If any legal proceeding is brought to enforce this Agreement or any
provision of it or because of any default in any representation, warranty,
covenant, indemnity, or provision of it, the successful or prevailing party
shall be paid all costs and expenses, including reasonable attorneys' fees
through all proceedings, trials, or appeals.
(h) All notices or other communications provided for herein to be given or
sent to a party by the other party shall be deemed validly given or sent if in
writing and mailed, postage prepaid, by Registered or certified United States
mail, addressed to the parties at their addresses hereinbelow set forth. Either
party may give notice to the other party at any time, by the method specified
above, of a change in the address at which, or the person to whom, notice is to
be addressed.
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SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT
Principal Amount of Notes Purchased: $250,000
STANDARD PRINTING Company of Canton
By: Xxxxx X. Xxxxx,President
------------------------------
Signature of Authorized Person
/s/ Xxxxx X. Xxxxx, Pres.
----------------------------------
Print Name and Title
Standard Printing
XX Xxx 0000
Xxxxxx, Xxxx 00000
Attn: Xxxxx Xxxxx
ACCEPTED BY
PAGES, INC.
By: /s/ illegible
-------------------------------
As President
Address: Pages, Inc.
0000 Xxxxx Xxxx
Xxxxxx, Xxxx 00000
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SCHEDULE 1
TO
NOTE PURCHASE AGREEMENT
Buyer is regularly engaged in the printing business and has, in the past,
provided printing services and printed materials to the Company in the regular
course of business. Instead of paying for the Notes in cash, Buyer shall pay for
the Notes by allowing the Company a $250,000 credit against the delivery to the
Company certain printed goods upon purchase order of the Comnpany (the "Goods").
The balance of the price of the Goods shall be paid by the Company in cash.
Upon receipt and acceptance of the Goods, the Company shall issue and deliver to
Buyer a Note in the principal amount of $250,000, with interest on such Note to
accrue from the date 10 days after the Company's receipt and acceptance of the
Goods, and accompanied by a Warrant in accordance with paragraph 1 of the Note
Purchase Agreement. All Goods shall be of good and merchantable quality and in
accordance with the purchase order and specifications of the Company.
Description of Goods:
TITLE QUANTITY AGGREGATE PRICE
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Baby Animals 36.5M $13,173
Cute Critters `97 Calendar 40M $21,430
Fantastic Fish `97 Calendar 40M $11,169
Large 15x20 Posters 400M $94,677
A Look Around Rain Forests 36.5M $19,463
Midi Books (4 Titles) 30M each of 4 $24,240
Mommy, I Need Your Help 20M $ 8,320
Monster Wheels Fun with Stickers 35M $17,350
No Time Like Snowtime 30M $13,920
Patchez and the Soccer Surprise 30M $15,098
Patchez at the Circus 22M $12,878
Patchez Reads About Endangered Animals 33.5M $16,939
Stunt Flying with Paper Airplanes 40M $12,040
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TOTAL $280,697
