Exhibit 10.10
Execution Version
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AND
SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF (THE "SUBORDINATION
AGREEMENT"), AMONG BORROWER (AS HEREINAFTER DEFINED), LENDER (AS HEREINAFTER
DEFINED) AND SENIOR AGENT (AS HEREINAFTER DEFINED), TO THE INDEBTEDNESS
(INCLUDING INTEREST) OWED BY BORROWER PURSUANT TO THAT CERTAIN FIRST AMENDED
LOAN AND SECURITY AGREEMENT, DATED AS OF THE DATE HEREOF (THE "SENIOR LOAN
AGREEMENT"), AMONG BORROWER, THE SUBSIDIARIES OF BORROWER PARTY THERETO, THE
LENDERS FROM TIME TO TIME PARTY THERETO AND SENIOR AGENT AND PURSUANT TO THE
OTHER LOAN DOCUMENTS (AS DEFINED IN THE SENIOR LOAN AGREEMENT) AS SUCH SENIOR
LOAN AGREEMENT AND OTHER LOAN DOCUMENTS MAY BE AMENDED, RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE
INDEBTEDNESS THEREUNDER AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH
HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE
BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
LOAN AGREEMENT
by and between
SCHURMAN FINE PAPERS, d/b/a PAPYRUS
as Borrower,
and
AMERICAN GREETINGS CORPORATION
as Lender
Dated as of April 17, 2009
TABLE OF CONTENTS
Page
1.
DEFINITIONS AND CONSTRUCTION
1
1.1
Definitions
1
1.2
Accounting Terms
16
1.3
Code
16
1.4
Construction
16
1.5
Schedules and Exhibits
16
2.
LOAN AND TERMS OF PAYMENT
16
2.1
Revolving Credit
16
2.2
Procedure for Borrowing
17
2.3
Payments
17
2.4
Interest Rates: Rates, Payments, and Calculations
17
2.5
Crediting Payments
18
2.6
Designated Account
19
2.7
Maintenance of Loan Account; Statements of Obligations
19
2.8
Fees
19
3.
CONDITIONS; TERM OF AGREEMENT
19
3.1
Conditions Precedent to Initial Extension of Credit
19
3.2
Conditions Precedent to all Extensions of Credit
21
3.3
Term
22
3.4
Effect of Termination
22
3.5
Early Termination by Borrower; Reduction of Commitment
22
4.
REPRESENTATIONS AND WARRANTIES
23
4.1
No Encumbrances
23
4.2
Records
23
4.3
Legal Status
23
4.4
Due Organization and Qualification; Subsidiaries
23
4.5
Due Authorization; No Conflict
24
4.6
Litigation
25
4.7
No Material Adverse Change
25
4.8
Fraudulent Transfer
25
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TABLE OF CONTENTS
(continued)
Page
4.9
Employee Benefits
26
4.10
Environmental Condition
26
4.11
Brokerage Fees
26
4.12
Intellectual Property
26
4.13
Leases
26
4.14
Indebtedness
26
4.15
Filing of Tax Returns and Payment of Taxes
27
4.16
Royalty Payments
27
4.17
Complete Disclosure
27
4.18
Reserved
27
4.19
Insurance
27
4.20
Requirements of Law
28
4.21
No Margin Stock
28
4.22
Investment Company Status
28
4.23
No Events of Default
28
4.24
Use of Proceeds
28
4.25
Shareholder Agreements
28
4.26
Investments
28
5.
AFFIRMATIVE COVENANTS
28
5.1
Accounting System
28
5.2
Financial Statements, Reports, Certificates
28
5.3
Returns
30
5.4
Maintenance of Properties
30
5.5
Tax Matters
31
5.6
Insurance
31
5.7
Location of Inventory and Equipment
32
5.8
Compliance with Laws
32
5.9
Leases
32
5.10
Existence
32
5.11
Environmental
32
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TABLE OF CONTENTS
(continued)
Page
5.12
Immediate Notice