REGISTRATION RIGHTS AGREEMENT Dated June 19, 2003 among AMERICAN COLOR GRAPHICS, INC. THE GUARANTOR NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLCRegistration Rights Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into June 19, 2003, between AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”), ACG HOLDINGS, INC. (“Holdings” or the “Guarantor”), and MORGAN STANLEY & CO. INCORPORATED, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE FIRST BOSTON LLC (the “Initial Purchasers”).
SECURITY AGREEMENTSecurity Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
WHEREAS, pursuant to that certain Indenture dated as of the date hereof by and among Company, Parent and The Bank of New York (the “Trustee”) as from time to time amended, restated, supplemented or otherwise modified (the “Indenture”), the Company has authorized issuance from time to time of Senior Second Secured Notes (the “Notes”) which are guaranteed by Parent and the other Guarantors;
AMERICAN COLOR GRAPHICS, INC. 10% SENIOR SECOND SECURED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
American Color Graphics, Inc., a New York corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $280,000,000 principal amount of its 10% Senior Second Secured Notes due 2010 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of July, 2003 (the “Indenture”) among the Company, ACG Holdings, Inc. (“Holdings” or the “Guarantor”), and The Bank of New York, as Trustee (the “Trustee”). The obligations of the Company under the Securities and the Indenture will be unconditionally guaranteed on a senior basis by the Guarantor pursuant to the terms of the Indenture (the “Guarantee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
This INTERCREDITOR AGREEMENT, dated as of July 3, 2003 is entered into by and among BANK OF AMERICA, N.A., as Senior Agent (as defined below), THE BANK OF NEW YORK, as trustee and collateral agent under the Indenture referred to below, and AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Borrower”).
PLEDGE AGREEMENTPledge Agreement • November 6th, 2003 • Acg Holdings Inc • Commercial printing • New York
This PLEDGE AGREEMENT, dated as of July 3, 2003 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by ACG HOLDINGS, INC., a Delaware corporation (the “Parent”), AMERICAN COLOR GRAPHICS, INC., a New York corporation (the “Company”; the Parent and the Company, are collectively referred to as the “Pledgors” and individually as a “Pledgor”), in favor of THE BANK OF NEW YORK, as collateral agent (in such capacity together with any successor collateral agent, the “Agent”) for each of the Holders (as defined in the Indenture referred to below).
