Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 12/27/98 Form 10-K 25 111K
2: EX-10 Ex 10.21 1 8K
3: EX-10 Ex 10.32 4 17K
4: EX-10 Ex 10.33 4 17K
5: EX-10 Ex 10.34 17 77K
6: EX-10 Ex 10.35 18 77K
7: EX-10 Ex 10.36 20 79K
8: EX-13 Annual Report 22 141K
9: EX-21 Subsidiaries 1 6K
10: EX-23 Exhibit 23.1 1 7K
11: EX-27 Financial Data Schedule 2 10K
EX-10 — Ex 10.32
| EX-10 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.32
SECURED PROMISSORY NOTE
$100,000.00 Greenwich, Connecticut
March 12, 1998
FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay
to the order of World Color Press, Inc. (the "Company"), at its office at The
Mill, 340 Pemberwick Road, Greenwich, Connecticut 06831, in lawful money of the
United States, ONE HUNDRED THOUSAND DOLLARS ($100,000.00). The undersigned
promises to pay interest in like money at such office on the unpaid principal
amount hereof from time to time outstanding from the date hereof at the rate of
6.9% from November 5, 1997, the date of the loan through December 31, 1998 and
at such other rate as the Company may reasonably determine thereafter. Interest
shall be calculated annually on the basis of a 365 day year and the number of
actual days elapsed until the respective Due Date (as defined below).
Except as otherwise provided herein or in the Repayment and Stock Pledge
Agreement between the Company and the undersigned dated March 12, 1998 (the
"Pledge"), principal and interest payments hereunder shall be due and payable as
set forth on Exhibit A. Each such date on which a payment of principal and/or
interest is due is referred to as a "Due Date".
This Note is issued in connection with the pledge of shares of common
stock, par value $0.01 per share, of the Company (the "Common Stock") and other
collateral (the "Collateral") pursuant to the Pledge.
The undersigned shall have the right to prepay this Note, in whole or in
part, at any time without notice and without penalty and, notwithstanding
anything to the contrary herein, this Note shall be prepaid, in whole or in part
and from time to time, from the proceeds from any sale, transfer or other
disposition of Pledged Securities. Any partial prepayments shall be applied
first to accrued and unpaid interest and then to principal.
Notwithstanding the existence of the Pledged Securities as security for
repayment of the Note, the undersigned remains personally liable to the Company
for any deficiency which the Pledged Securities do not cover.
If an Event of Default (as defined in the Pledge) shall have occurred and
be continuing, then, at such time, the unpaid principal amount hereof, all
accrued and unpaid interest hereunder and all other amounts owing hereunder
shall be and become immediately due and payable without notice to the
undersigned. In the event of any default in payment or other Event of Default,
the Company may pursue any available remedy to collect the payment of principal
and interest hereunder or to otherwise enforce the terms and provisions of this
Note.
The Company shall have all of the rights to a secured creditor under the
Connecticut Commercial Code with respect to the Collateral pledged as security
hereunder.
The undersigned promises to pay all costs and expenses, including
reasonable attorney's fees incurred by the Company in collecting or attempting
to collect the indebtedness under the Note.
If any payment of principal or interest on this Note becomes due and
payable on a day other than a business day, such payment shall be made on the
next succeeding business day. As used herein, the term "business day" means any
day other than a Saturday, Sunday or other day on which banks in the City of
Greenwich, Connecticut are authorized by law to close.
No delay or omission by the Company in exercising any right or remedy shall
impair such (or any other) right or remedy or operate as a waiver thereof or an
acquiescence in such default, and no single or partial exercise by the Company
of any right or remedy shall preclude other or further exercise thereof, or the
exercise or any other right or remedy. The non-exercise by the Company of its
rights under this Note in any instance shall not constitute a waiver thereof in
that or any subsequent instance. All remedies are cumulative to the extent
permitted by law.
The terms and conditions of this Note may not be amended, modified or
waived except in a writing executed by the parties hereto, nor shall any waiver
be applicable except in the specific insurance for which it is given.
None of the provisions hereof and none of the Company's rights or remedies
hereunder shall be or be deemed to be waived by the Company's acceptance of any
past due payment or by any indulgence granted by the Company to the undersigned.
Except as otherwise provided herein, presentment for payment, demand,
notice of dishonor, protest and notice of protest are hereby waived. All
notices, declarations and other communications hereunder shall be in writing,
hand delivered (including delivery by a courier service) as follows:
If to the Company:
World Color Press
The Mill
340 Pemberwick Road
Greenwich, Connecticut 06831
Attention: Chief Legal and Administrative Officer
If to the undersigned:
James E. Lillie
140 Catalpa Road
Wilton, CT 06897
or to such other address as the Company or the undersigned may deliver to the
other party from time to time in writing in like manner.
If any term or provision of this Note shall be held invalid, illegal or
unenforceable, the validity of all other terms and provisions shall in no way be
be affected thereby. The undersigned and the Company agree that, in the event of
any litigation arising on, out of or by reason of this Note, the undersigned
waives the right to a trial by jury and all rights of set off and rights to
interpose counterclaims and cross-claims.
2
This Note shall not be assigned by the undersigned without the prior
written consent of the Company. This note shall inure to the benefit of the
Company, its successors, endorsers and assigns. This Note may be assigned by
the Company at any time.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CONNECTICUT.
/s/ James E. Lillie
---------------------------
James E. Lillie
3
EXHIBIT A
[Download Table]
Date Payment
---- -------
4/15/98 $10,000 plus accrued interest from
November 5, 1997
3/01/99 $20,000 plus accrued interest
3/01/00 $20,000 plus accrued interest
3/01/01 $20,000 plus accrued interest
3/01/02 $30,000 plus accrued interest
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/26/99 | | | | | | | DEF 14A |
| | 12/31/98 | | 1 | | | | | 11-K |
| For Period End: | | 12/27/98 |
| | 3/12/98 | | 1 |
| | 11/5/97 | | 1 | | 4 |
| List all Filings |
↑Top
Filing Submission 0000780117-99-000008 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., Apr. 24, 10:24:38.1pm ET 