RELEASE AGREEMENTRelease Agreement • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York
This Release Agreement, dated as of February 9, 2015 (the “Release Agreement”), is made by Kable Media Services, Inc., a Delaware corporation (“KMS”), Kable Distribution Services, Inc., a Delaware corporation (“KDS”), Kable News Company, Inc., an Illinois corporation (“KNC”), Kable News International, Inc., a Delaware corporation (“KNI”), Kable Distribution Services of Canada, Ltd., a Canadian corporation incorporated in Ontario, Canada (“KDSC”), and Kable Product Services, Inc., a Delaware corporation (“KPS” and together with KMS, KDS, KNC, KNI and KDSC, the “Company Group”), in favor of American Republic Investment Co., a Delaware corporation (“Seller” and together with the Company Group, the “Parties”, and each, a “Party”), and the other Releasees (defined below), and acknowledged and accepted by KPS Holdco, LLC, a Pennsylvania limited liability company (“Products Buyer”), and DFI Holdings, LLC, a Pennsylvania limited liability company (“Distribution Buyer” and together with Product
FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • Pennsylvania
This Fifth Amendment to Revolving Credit and Security Agreement (the “Amendment”) is made as of this 9th day of February, 2015 by and among Kable Media Services, Inc., a corporation organized under the laws of the State of Delaware (“Kable”), Kable Distribution Services, Inc., a corporation organized under the laws of the State of Delaware (“Kable Distribution”), Kable Product Services, Inc., a corporation organized under the laws of the State of Delaware (“Kable Product”), Kable News Company, Inc., a corporation organized under the laws of the State of Illinois (“Kable News”), Palm Coast Data Holdco, Inc., a corporation organized under the laws of the State of Delaware (“Palm Holding”), Kable Staffing Resources LLC, a limited liability company organized under the laws of the State of Delaware (“Kable Staffing”), Kable News International, Inc., a corporation organized under the laws of the State of Delaware (“Kable International”), Palm Coast Data LLC, a limited liability company organ
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York
This TRANSITION SERVICES AGREEMENT (“Agreement”), dated as of February 9, 2015 (the “Effective Date”), is between DFI Holdings, LLC, a Pennsylvania limited liability company, and KPS Holdco, LLC, a Pennsylvania limited liability company (collectively, “Buyers”), and American Republic Investment Co., a Delaware corporation (“Seller”, and together with Seller, the “Parties”, and each, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between Seller and Buyers.
PROMISSORY NOTEPromissory Note • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York
FOR VALUE RECEIVED, and intending to be legally bound hereby, each of DFI Holdings, LLC, a Pennsylvania limited liability company, and KPS Holdco, LLC, a Pennsylvania limited liability company (collectively, the “Borrowers” and each, a “Borrower”), hereby jointly and severally unconditionally promises to pay to the order of American Republic Investment Co., a Delaware corporation (hereinafter “Lender” and together with the Borrowers, the “Parties”), the principal amount of ONE MILLION SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($1,600,000.00), together with accrued, unpaid interest thereon and any unpaid costs and expenses payable to the Lender hereunder.
STOCK PURCHASE AGREEMENT made and entered into as of February 9, 2015 between DFI Holdings, LLC, KPS HOLDCO, LLC And AMERICAN REPUBLIC INVESTMENT CO.Stock Purchase Agreement • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 9, 2015, is between American Republic Investment Co., a Delaware corporation (“Seller”), DFI Holdings, LLC, a Pennsylvania limited liability company (“Distribution Buyer”), KPS Holdco, LLC, a Pennsylvania limited liability company (“Products Buyer” and together with Distribution Buyer, each a “Buyer” and collectively, “Buyers”), and, with respect only to Section 5.8 hereof, Michael P. Duloc. Capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in Article 7.
Security AgreementSecurity Agreement • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York
This SECURITY AGREEMENT (this “Security Agreement”), dated as of February 9, 2015, is made by DFI Holdings, LLC, a Pennsylvania limited liability company (“Distribution Buyer”), KPS Holdco, LLC, a Pennsylvania limited liability company (“Products Buyer” and together with Distribution Buyer, the “Buyers”), Kable Media Services, Inc., a Delaware corporation (“KMS”), Kable Distribution Services, Inc., a Delaware corporation (“KDS”), Kable News Company, Inc., an Illinois corporation (“KNC”), Kable News International, Inc., a Delaware corporation (“KNI”), Kable Distribution Services of Canada, Ltd., a Canadian corporation incorporated in Ontario, Canada (“KDSC”), and Kable Product Services, Inc., a Delaware corporation (“KPS” and together with KMS, KDS, KNI, KNC and KDSC, the “Company Group”, and the Company Group collectively with Distribution Buyer and Products Buyer, the “Debtors”), in favor of American Republic Investment Co., a Delaware corporation (“Secured Party” and together with th
GUARANTYGuaranty Agreement • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York
THIS GUARANTY AGREEMENT (“Guaranty”), dated as of February 9, 2015 (the “Effective Date”), is made by Kable Media Services, Inc., a Delaware corporation (“KMS”), Kable Distribution Services, Inc., a Delaware corporation (“KDS”), Kable News Company, Inc., an Illinois corporation (“KNC”), Kable News International, Inc., a Delaware corporation (“KNI”), Kable Distribution Services of Canada, Ltd., a Canadian corporation incorporated in Ontario, Canada (“KDSC”), Kable Product Services, Inc., a Delaware corporation (“KPS” and together with KMS, KDS, KNI, KNC and KDSC, the “Company Group”), DFI Holdings, LLC, a Pennsylvania limited liability company (“Distribution Buyer”), and KPS Holdco, LLC, a Pennsylvania limited liability company (“Products Buyer”; together with Distribution Buyer, the “Buyers”; and collectively with Distribution Buyer and the Company Group, the “Guarantors”), for the benefit of American Republic Investment Co., a Delaware corporation (“Seller” and collectively with the G
RELEASE AGREEMENTRelease Agreement • February 9th, 2015 • Amrep Corp. • Periodicals: publishing or publishing & printing • New York
This Release Agreement, dated as of February 9, 2015 (the “Release Agreement”), is made by KPS Holdco, LLC, a Pennsylvania limited liability company (“Products Buyer”), DFI Holdings, LLC, a Pennsylvania limited liability company (“Distribution Buyer” and together with Products Buyer, collectively, “Buyers”), and Michael P. Duloc in favor of American Republic Investment Co., a Delaware corporation (“Seller” and together with Buyers and Michael P. Duloc, the “Parties”, and each, a “Party”) and the other Releasees (defined below).
