EXHIBIT 10.19 ================================================================= =============== --------------------------------------------------------------- ----------------- CREDIT AGREEMENT DATED AS OF MARCH 12, 1998Credit Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
EXHIBIT 10.24 PLEDGE AGREEMENT - COMPANY --------------------------Pledge Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
IMPAC GROUP, INC. SERIES A AND SERIES B 10 1/8% SENIOR SUBORDINATED NOTES DUE 2008Indenture • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • New York
EXHIBIT 10.21 SECURITY AGREEMENT-COMPANY DATED AS OF MARCH 12, 1998Security Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
RECITALS:Lease • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
EXHIBIT 10.20 PROMISSORY NOTE - REVOLVING LOAN -------------------------------- $40,000,000.00 Dated: March 12, 1998Promissory Note • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
This Note is a Note referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of March 12, 1998, by and among the Company, AGI Incorporated, Klearfold, Inc., the financial institutions signatory thereto (including the Lender) and the Agent (as amended, modified or supplemented from time to time, the "Credit Agreement") and the other Loan Documents. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.
EXHIBIT 10.29 GUARANTY - SUBSIDIARY GUARANTORS --------------------------------Guaranty • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
This guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any of the Guarantors or that at any time or from time to time all Obligations may have been paid in full).
LOAN AGREEMENT betweenLoan Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
ESCROW AGREEMENT ------ ---------Escrow Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
Exhibit 10.3 STOCKHOLDER AGREEMENTStockholder Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
EXHIBIT 10.17 EMPLOYMENT, NON-COMPETITION AND STOCK REPURCHASE AGREEMENTEmployment Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
INVESTMENT AGREEMENTInvestment Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
Exhibit 4.3 ___________________________________________________________________ _____________ REGISTRATION RIGHTS AGREEMENT Dated as of March 12, 1998 by and among IMPAC Group, Inc. the Guarantors named herein, Goldman, Sachs & Co.,Registration Rights Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • New York
Exhibit 10.5 SECOND AMENDMENT TO LEASE ------------------------- THIS SECOND AMENDMENT TO LEASE (hereinafter the "2nd Amendment") is made this 30th day of September, 1994, effective as of September 1, 1994, by and between NORMAN LEVIN and EVELYN F....Lease • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
EXHIBIT 10.23 SECURITY AGREEMENT - SUBSIDIARY GUARANTORS DATED AS OF MARCH 12, 1998Security Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
AGREEMENT BETWEENCollective Bargaining Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
Exhibit 10.50 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT ----------------------- This First Amendment to Reimbursement Agreement (the "Amendment") is made as of the 11th day of March, 1998 by and between Mellon Bank, N.A. ("Lender"), and Klearfold,...Reimbursement Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
iii) The "Aggregate Rightholder Consideration" shall mean the --------- ----------- ------------- difference of (A) the product of (I) the quotient of (1) the Rightholder Equity Value (as defined below) divided by (2) the number of SARs, the number of...Merger Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
EXHIBIT 10.18 EMPLOYMENT, NON-COMPETITION AND STOCK REPURCHASE AGREEMENTEmployment Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
EXHIBIT 10.6 AMENDED AND RESTATED DEED OF LEASE by and between KLEARFOLD, INC.,Deed of Lease • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Virginia
R E C I T A L S: ---------------Trademark Assignment • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
EXHIBIT 10.33 PATENT ASSIGNMENT - KF-INTERNATIONAL ------------------------------------ This Patent Assignment (as the same may be restated, amended or modified from time to time, this "Assignment") is dated as of March 12, 1998 by and between...Patent Assignment • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
WITNESSETH: ----------Lease Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
Exhibit 10.1 KFI Holding Corporation 10 1/8% SENIOR SUBORDINATED NOTES DUE 2008 PURCHASE AGREEMENT ------------------Purchase Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • New York
EXHIBIT 10.14 EMPLOYMENT, NON-COMPETITION AND STOCK REPURCHASE AGREEMENTEmployment, Non-Competition and Stock Repurchase Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
Exhibit 10.42 COPYRIGHT ASSIGNMENT - KLEARFOLD -------------------------------- This Copyright Assignment (as the same may be restated, amended or modified from time to time, this "Assignment") is dated as of March 12, 1998 by and between KLEARFOLD,...Copyright Assignment • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
THE CORPORATE PLAN FOR RETIREMENT PROFIT SHARING/401(K) PLAN ARTICLE 1 ADOPTION AGREEMENT ARTICLE 2 DEFINITIONS 2.01 - Definitions ARTICLE 3 PARTICIPATION 3.01 - Date of Participation 3.02 - Resumption of Participation Following Reemployment 3.03 -...Profit Sharing/401(k) Plan • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Massachusetts
Exhibit 10.47 AGI PLEDGE AND SECURITY AGREEMENT --------------------------------- THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of March 12, 1998, is made among AGI INCORPORATED, an Illinois corporation (the "Pledgor"), BANK OF...Pledge and Security Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
EXHIBIT 10.15 EMPLOYMENT, NON-COMPETITION AND STOCK REPURCHASE AGREEMENTEmployment Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
EXHIBIT A TO SHARE PURCHASE AGREEMENT AMENDMENT TO LEASE ------------------ THIS AMENDMENT TO LEASE, dated as of October 1, 1987, by and between Chicago Title and Trust Company, not individually but as Trustee under a Trust Agreement dated February 1,...Lease Amendment • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes
Exhibit 10.48 SUBROGATION AGREEMENT ---------------------Subrogation Agreement • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Pennsylvania
EXHIBIT 10.28 GUARANTY - L/C BORROWERS ------------------------ FOR VALUE RECEIVED and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to IMPAC GROUP, INC., a Delaware corporation (the...Guaranty • April 17th, 1998 • Impac Group Inc /De/ • Paperboard containers & boxes • Illinois
This guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any of the Guarantors or that at any time or from time to time all Obligations may have been paid in full).
