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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of SGS International, Inc.
- 3.2 By-laws of SGS International, Inc. Adopted on November 8, 2005
- 4.3 Indenture Dated As of December 30, 2005
- 4.6 Supplemental Indenture, Dated April __, 2006
- 4.7 Registration Rights Agreement, Dated As of December 30, 2005
- 5.1 Opinion of Dechert LLP As to the Legality of the Securities to Be Issued
- 9.1 Stockholder Agreement, Dated As If December 30, 2005
- 10.1 Acquisition Agreement Dated As of November 11, 2005
- 10.2 First Amendment to the Acquisition Agreement Dated As of December 30, 2005
- 10.3 Transition Services Agreement Dated As of December 31, 2005
- 10.7 Credit Agreement, Dated As of December 30, 2005
- 10.8 First Amendment to Credit Agreement
- 10.9 Security Agreement, Dated As of December 30, 2005
- 10.10 Canadian Security Agreement, Dated As of December 30, 2005
- 10.11 Debenture Dated As of December 30, 2005
- 10.12 Employment Agreement, Dated December 30, 2005
- 10.13 Amendment, Dated As of January 15, 2006, to Employment Agreement
- 10.14 Supplemental Pension Agreement, Dated As of April 6, 1999
- 10.15 Employment Agreement, Dated As of December 30, 2005
- 10.16 Amendment, Dated As of January 15, 2006, to Employment Agreement
- 10.17 Agreement, Dated As of June 23, 2003, Regarding Reimbursement
- 10.18 Loan Agreement Dated June 30, 2004
- 10.19 First Amendment to Loan Agreement Dated September 14, 2004
- 10.20 Second Amendment to Loan Agreement Dated August 18, 2005
- 10.21 Promissory Note for $3,100,000 Dated June 30, 2004
- 10.22 Employment Agreement, Dated January 27, 2006
- 10.23 Amended and Restated Shareholders' Agreement, Dated June 30, 2004
- 10.24 First Amendment to the Amended and Retated Sharholders' Agreement
- 10.25 Second Amendment to the Amended and Restated Shareholders' Agreement
- 10.26 Stock Purchase Agreement, Dated June 30, 2004
- 10.27 First Amendment to the Stock Purchase Agreement, Dated August 18, 2005
- 10.28 Stock Purchase Agreement, Dated November 4, 2005
- 10.29 Advisory Agreement Between SGS International, Inc. and CVC Management LLC
- 10.30 Deed of Lease Dated As of April 2005
- 10.32 Employement Agreement, Dated As of April 10, 2006
- 10.33 Third Amendment to Loan Agreement
- 12.1 Statement Regarding the Computation of Ration of Earnings to Fixed Charges
- 21.1 Subsidiaries of SGS International, Inc.
- 23.2 Consent of Pricewaterhousecoopers LLP.
- 23.3 Consent of Pricewaterhousecoopers LLP.
- 24.1 Power of Attorney
- 24.2 Power of Attorney
- 25.1 State of Eligibility of Wells Fargo Bank
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to the Holders of SGS International, Inc.
- 99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
- 99.5 Form of Letter to Clients
- 99.6 Guidelines for Certification of Taxpayer Identification Number
- 17 Apr 08 Registration of securities issued in business combination transactions (amended)
- 28 Mar 08 Registration of securities issued in business combination transactions
- 23 Jun 06 Registration of securities issued in business combination transactions (amended)
- 5 May 06 Registration of securities issued in business combination transactions
Exhibit 10.19
FIRST AMENDMENT TO THE LOAN AGREEMENT
THIS FIRST AMENDMENT TO THE LOAN AGREEMENT (this “First Amendment”) is made as of the 14th day of September 2004 by and betweenALCOA 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.
WHEREAS, Lender and Borrower have entered into a Loan Agreement dated June 30,2004 (the “Loan Agreement”); and
WHEREAS, the parties desire to amend the Loan Agreement pursuant to this First Amendment.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Loan Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties acknowledge and agree as follows:
1. In Section 16(d) of the Loan Agreement, delete “Mellon Bank, N.A., Pittsburgh, Pennsylvania, Account No. 000-1206, ABA # 043000261” and insert the following in lieu thereof: “Citibank, New York, Account No. 30545992, ABA No. 021000089”
2. Capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings provided in the Loan Agreement
3. Except as expressly amended hereby, all of the terms and conditions of the Loan Agreement and the other documents entered into in connection with the Loan Agreement shall continue in full force and effect. If there is a conflict between the terms and conditions set forth in this First Amendment and the terms and conditions set forth in the Loan Agreement, the terms set forth in this First Amendment shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written.