CREDIT AGREEMENT dated as of December 30, 2005, among SGS INTERNATIONAL, INC. and SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./ SYSTEMES GRAPHIQUES SOUTHERN – CANADA, CO., as Borrowers, and THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY...Credit Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of December 30, 2005, among SOUTHERN GRAPHIC SYSTEMS - CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN - CANADA, CO., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”), SGS INTERNATIONAL, INC., a Delaware corporation (“US Borrower”, and together with Canadian Borrower, the “Borrowers” and each individually, a “Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and LEHMAN BROTHERS INC., as joint lead arrangers (in such capacity, “Arrangers”), LEHMAN BROTHERS INC., as syndication agent (in such capacity, “Syndication Agent”), CIT LENDING SERVICES CORPORATION, as documentation agent (in such capacity, “Documentation Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank
REGISTRATION RIGHTS AGREEMENT Dated as of December 30, 2005 By and Among SGS INTERNATIONAL, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and UBS SECURITIES LLC and LEHMAN BROTHERS INC., as Initial Purchasers 12% Senior Subordinated Notes due 2013Registration Rights Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 30, 2005, by and among SGS International, Inc., a Delaware corporation (the “Company”), each of the Guarantors that are listed on Schedule I hereto (collectively, with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as defined herein), the “Guarantors” and, together with the Company, the “Issuers”), and UBS Securities LLC and Lehman Brothers Inc. (the “Initial Purchasers”).
SGS INTERNATIONAL, INC. AND EACH OF THE GUARANTORS PARTY HERETO 12% SENIOR SUBORDINATED NOTES DUE 2013Supplemental Indenture • May 5th, 2006 • Southern Graphic Systems, Inc. • New York
INDENTURE dated as of December 30, 2005 among SGS International, Inc., a Delaware corporation (the “Company”), the Guarantor (as defined below) and Wells Fargo Bank, National Association, as trustee.
SECURITY AGREEMENT By SGS INTERNATIONAL, INC., as Borrower and THE GUARANTORS PARTY HERETO and UBS AG, STAMFORD BRANCH, as US Collateral AgentSecurity Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • New York
This SECURITY AGREEMENT dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SGS INTERNATIONAL, INC., a Delaware corporation (“Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as US collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Kentucky
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 10, 2006 between [Jim Dahmus] (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”), recites and provides as follows:
CANADIAN SECURITY AGREEMENT By SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO. and PROJECT DOVE MANITOBA LP as Pledgors and UBS AG, STAMFORD BRANCH, as Canadian Collateral AgentCanadian Security Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Ontario
This CANADIAN SECURITY AGREEMENT dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SOUTHERN GRAPHIC SYSTEMS-CANADA, CO./SYSTEMES GRAPHIQUES SOUTHERN-CANADA, CO., a Nova Scotia unlimited liability company (the “Borrower”) and PROJECT DOVE MANITOBA LP, a limited partnership formed under the laws of the Province of Manitoba (“Manitoba LP”), as pledgors, assignors and debtors, (the Borrower and Manitoba LP, in such capacities and together with any successors in such capacities, the “Pledgors”, and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as Canadian Collateral Agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Missouri
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 30th day of June, 2004 by and among SOUTHERN GRAPHIC SYSTEMS, INC., a corporation duly organized and existing under the laws of the State of Kentucky (“Buyer”), MOZAIC GROUP LTD., a corporation duly organized and existing under the laws of the State of Missouri (the “Company”), and Mary Ann Gibson, an individual residing in the State of Florida (“MAG”).
FIRST AMENDMENT TO THE LOAN AGREEMENTLoan Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
THIS FIRST AMENDMENT TO THE LOAN AGREEMENT (this “First Amendment”) is made as of the 14th day of September 2004 by and between ALCOA SECURITIES CORPORATION (“Lender”), a Delaware corporation having its principal place of business at 101 Cherry Street, Suite 400, Burlington, VT 05401, and MOZAIC GROUP, LTD. (“Borrower”), a Missouri corporation having its principal place of business at 5257 Shaw Avenue, St. Louis, MO, 63110.
SECOND AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
THIS SECOND AMENDMENT TO THE MOZAIC GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Second Amendment”) is made as of the 27th day of September 2005 by and among MOZAIC GROUP LTD., a Missouri corporation (“Mozaic”), SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“SGS”), and the Persons listed on pages 2 and 3 of the signature pages attached hereto (the “Other Minority Shareholders”).
LEASELease • May 5th, 2006 • Southern Graphic Systems, Inc. • Virginia
THIS DEED OF LEASE, dated as of the day of April, 2005, by and between SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation, hereinafter referred to as “Tenant”, and 5301 LEWIS ROAD, L.L.C., a Virginia limited liability company, hereinafter referred to as “Landlord.”
MOZAIC GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Delaware
This Mozaic Group Ltd. Amended and Restated Shareholders’ Agreement dated June 30, 2004 (the “Agreement”) by and among Mozaic Group Ltd., a Missouri corporation (the “Company”), Southern Graphic Systems, Inc., a Kentucky corporation (“SGS”), those Persons listed on Schedule 1, attached hereto, and those other Persons who hereafter own or acquire shares of capital stock of the Company and become a party to this Agreement and only as expressly permitted in this Agreement, any Permitted Transferees of any of them (collectively, the “Minority Shareholders”), SGS and the Minority Shareholders are sometimes referred to individually as a “Shareholder” and collectively as the “Shareholders”. This Agreement amends and restates in full the Shareholders’ Agreement dated August 14, 2003 by and among the Company and Mary Ann Gibson, trustee of Mary Ann Gibson Amended and Restated Revocable Living Trust u/a/d September 5, 1997, and those who have executed a Supplemental Shareholder’s Agreement.
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
THIS THIRD AMENDMENT TO THE LOAN AGREEMENT (this “Third Amendment”) is made as of the 28th day of April 2006 by and between SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“Lender”), as assignee from Alcoa Securities Corporation, and MOZAIC GROUP LTD., a Missouri corporation (“Borrower”).
FIRST AMENDMENT TO THE ACQUISITION AGREEMENTThe Acquisition Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Pennsylvania
This First Amendment (“First Amendment”), dated as of December 30, 2005, is by and among SGS International, Inc., a corporation organized under the laws of Delaware (“SGS International”), Project Dove Holdco, Inc., a Delaware corporation (“Canadian Holdco”), Southern Graphics Systems-Canada, Co./Systemes Graphiques Southern-Canada, Co., an unlimited liability company organized under the laws of Nova Scotia, Canada (the “Canadian Purchaser”), SGS-UK Holdings Limited, a company incorporated under the laws of England and Wales (“UK Purchaser”) (SGS International, Canadian Holdco, the Canadian Purchaser and the UK Purchaser, collectively, “Purchaser”), RMC Delaware, Inc., a corporation organized under the laws of Delaware, U.S.A. (“RMC”), Southern Graphic Systems-Canada, Ltd./Systemes Graphiques Southern-Canada, Ltee., a Quebec corporation (“SGS Canada”), and Alcoa UK Holdings Limited, a company incorporated under the laws of England and Wales (“Alcoa UK”) (collectively, RMC, SGS Canada an
April 6, 1999 (Replacement Agreement for letter dated March 24, 1999)Southern Graphic Systems, Inc. • May 5th, 2006
FIRST AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
THIS FIRST AMENDMENT TO THE MOZAIC GROUP LTD. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “First Amendment”) is made as of the 18th day of August 2005 by and among MOZAIC GROUP LTD., a Missouri corporation (“Mozaic”), SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“SGS”), and the Persons listed on pages 2 and 3 of the signature pages attached hereto (the “Minority Shareholders”).
AGREEMENTSouthern Graphic Systems, Inc. • May 5th, 2006 • England and Wales
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
This Expert Services Agreement stands as a GBS/Customer agreement to describe project or expert services offered by GBS to its business customers.
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Virginia
THIS AGREEMENT is entered into as of January 1, 2006 (the “Effective Date”), by and between SGS INTERNATIONAL, INC., a Delaware corporation (“SGS”), and BENJAMIN F. HARMON, IV (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
This Amendment (the “Amendment”), being made and effective as of January 15, 2006, is to the Employment Agreement (the “Agreement”) dated December 30, 2005, by and between Luca C. Naccarato (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”). All capitalized terms which are used in this Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.
ACQUISITION AGREEMENTAcquisition Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Pennsylvania
THIS ACQUISITION AGREEMENT (this “Agreement”), is made as of the 11th day of November, 2005, by and among SGS International, Inc., a corporation organized under the laws of Delaware (hereinafter “Purchaser”), RMC Delaware, Inc., a corporation organized under the laws of Delaware, U.S.A. (“RMC”), Southern Graphic Systems-Canada, Ltd./Systemes Graphiques Southern-Canada, Ltee., a Quebec corporation (“SGS Canada”), and Alcoa UK Holdings Limited, a company incorporated under the laws of England and Wales (“Alcoa UK”) (collectively, RMC, SGS Canada and Alcoa UK are referred to as the “Sellers” and individually as a “Seller”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 5th, 2006 • Southern Graphic Systems, Inc. • New York
SUPPLEMENTAL INDENTURE dated as of April 25, 2006 (this “Supplemental Indenture”), among SGS International, Inc., a Delaware corporation (the “Company”), Southern Graphic Systems, Inc., a Kentucky corporation (the “Existing Guarantor”), Project Dove Holdco, Inc., a Delaware corporation (the “New Guarantor”) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT Dated as of March 17, 2006First Amendment • May 5th, 2006 • Southern Graphic Systems, Inc. • New York
This FIRST AMENDMENT (this “Amendment”) is entered into among Southern Graphic Systems – Canada, Co./Systemes Graphiques Southern – Canada, Co., an unlimited liability company organized under the laws of Nova Scotia (“Canadian Borrower”), SGS International, Inc., a Delaware corporation (“US Borrower” and, together with Canadian Borrower, the “Borrowers”), certain affiliates of the Borrowers, as guarantors (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), and the lenders party to the Credit Agreement described below (the “Lenders”).
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • Pennsylvania
THIS REVOLVING LOAN AGREEMENT (hereinafter called “Loan Agreement”) between ALCOA SECURITIES CORPORATION (“Lender”), a Delaware corporation having its principal place of business at 101 Cherry Street, Suite 400, Burlington, VT 05401, and MOZAIC GROUP, LTD. (“Borrower”), a Missouri corporation having its principal place of business at 5257 Shaw Avenue, St. Louis, MO, 63110, takes effect June 30, 2004.
ADVISORY AGREEMENTAdvisory Agreement • May 5th, 2006 • Southern Graphic Systems, Inc. • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of December 30, 2005 by and among SGS International, Inc., a Delaware corporation (the “Company,” and together with all of the direct and indirect subsidiaries of the Company, the “Company Group”), and CVC Management LLC, a Delaware limited liability company (“Advisor”).
STOCKHOLDERS AGREEMENT SOUTHERN GRAPHICS INC. Dated as of December 30, 2005Stockholders Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
STOCKHOLDERS AGREEMENT, dated as of December 30, 2005 (the “Agreement”), by and among SOUTHERN GRAPHICS INC., a Delaware corporation (the “Company”), CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P., a Delaware limited partnership, CVC EXECUTIVE FUND LLC, a Delaware limited liability company, CVC/SSB EMPLOYEE FUND, L.P., a Delaware limited partnership (collectively, the “Fund”), certain employees of CVC Management LLC (and Affiliates of such employees) listed on the signature pages hereto (the “CVC Investors”) and each other person or entity that may become a party to this Agreement. The Fund, the CVC Investors and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement are sometimes referred to hereinafter individually as an “Investor” and collectively as the “Investors.”
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “First Amendment”) is made as of the 18th day of August 2005 by and among SOUTHERN GRAPHIC SYSTEMS, INC., a Kentucky corporation (“SGS”), MOZAIC GROUP LTD., a Missouri corporation (“Mozaic”), and Mary Ann Gibson, an individual residing in the State of Florida (“MAG”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
THIS SECOND AMENDMENT TO THE LOAN AGREEMENT (this “Second Amendment”) is made as of the 18th day of August 2005 by and between ALCOA SECURITIES CORPORATION, a Delaware corporation (“Lender), and MOZAIC GROUP LTD., a Missouri corporation (“Borrower”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2006 • Southern Graphic Systems, Inc.
This Amendment (the “Amendment”), being made and effective as of January 15, 2006, is to the Employment Agreement (the “Agreement”) dated December 30, 2005, by and between Henry R. Baughman (the “Executive”) and SGS International, Inc., a Delaware corporation (the “Company”). All capitalized terms which are used in this Amendment and are not defined herein shall have the meaning ascribed to them in the Agreement.
