EXHIBIT 10.27 PURCHASE AGREEMENT

 

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EXHIBIT 10.27

 

                                $320,000,000

 

                           MAIL-WELL I CORPORATION

 

                  7 7/8% SENIOR SUBORDINATED NOTES DUE 2013

 

                             PURCHASE AGREEMENT

 

                                                             January 21, 2004

 

CREDIT SUISSE FIRST BOSTON LLC

Eleven Madison Avenue

New York, New York   10010-3629

 

 

Ladies and Gentleman:

 

                  1.      Introductory. Mail-Well I Corporation, a Delaware

corporation (the "COMPANY"), proposes, subject to the terms and conditions

stated herein, to issue and sell to Credit Suisse First Boston LLC ("CSFB"

or the "PURCHASER") $320,000,000 principal amount of its 7 7/8% Senior

Subordinated Notes due 2013 (the "NOTES") to be issued under an indenture,

dated as of January 4, 2004 (the "INDENTURE"), among the Company, the

guarantors named therein and U.S. Bank National Association, as Trustee, and

guaranteed (the "GUARANTEES") by the Company's parent company, Mail-Well,

Inc. (the "PARENT COMPANY") and the Company's domestic subsidiaries set

forth on the signature pages hereof (the Parent Company and such

subsidiaries are collectively referred to as the "GUARANTORS"). The Notes

and the Guarantees are referred to collectively as the "OFFERED SECURITIES."

The Company and the Guarantors are collectively referred to as the

"ISSUERS." The U. S. Securities Act of 1933 is herein referred to as the

"SECURITIES ACT."

 

                  Holders (including subsequent transferees) of the Offered

Securities will have the registration rights set forth in the registration

rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the

Closing Date (as defined below), in substantially the form of Exhibit I

hereto, for so long as such Offered Securities constitute "TRANSFER

RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement).

Pursuant to the Registration Rights Agreement, the Issuers will agree to

file with the Securities and Exchange Commission (the "COMMISSION") under

the circumstances set forth therein, (i) a registration statement under the

Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the

Offered Securities in a like aggregate principal amount as the Issuers

issued under the Indenture, identical in all material respects to the

Offered Securities and registered under the Securities Act (the "EXCHANGE

SECURITIES"), to be offered in exchange for the Offered Securities (such

offer to exchange being referred to as the "EXCHANGE OFFER") and (ii) a

shelf registration statement pursuant to Rule 415 under the Securities Act

(the "SHELF REGISTRATION STATEMENT" and, together with the Exchange

 

 

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Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the

resale by certain holders of the Offered Securities and to use their

reasonable best efforts to cause such Registration Statements to be declared

and remain effective and usable for the periods specified in the

Registration Rights Agreement and to consummate the Exchange Offer. The

Offered Securities and the Exchange Securities are referred to collectively

as the "SECURITIES."

 

                  The Issuers hereby agree with the Purchaser as follows:

 

                  2.      Representations and Warranties of the Issuers. Each

         of the Issuers, jointly and severally, represents and warrants to,

         and agrees with, the Purchaser that:

 

                     (a) A preliminary offering circular and an offering

         circular relating to the Offered Securities to be offered by the

         Purchaser have been prepared by the Issuers. Such preliminary

         offering circular (the "PRELIMINARY OFFERING CIRCULAR") and

         offering circular (the "OFFERING CIRCULAR"), as supplemented as of

         the date of this Agreement, together with any other document

         approved by the Issuers for use in connection with the contemplated

         resale of the Offered Securities are hereinafter collectively

         referred to as the "OFFERING DOCUMENT." On the date of this

         Agreement, the Offering Document does not include any untrue

         statement of a material fact or omit to state any material fact

         required to be stated therein or necessary in order to make the

          statements therein, in the light of the circumstances under which

         they were made, not misleading. The preceding sentence does not

         apply to statements in or omissions from the Offering Document

         based upon written information furnished to the Issuers by the

         Purchaser specifically for use therein, it being understood and

         agreed that the only such information is that described as such in

         Section 7(b) hereof.

 

                     (b) The Company has been duly incorporated and is an

         existing corporation in good standing under the laws of the State

         of Delaware, with power and authority (corporate and other) to own

         its properties and conduct its business as described in the

          Offering Document; and the Company is duly qualified to do business

         as a foreign corporation in good standing in all other

         jurisdictions in which its ownership or lease of property or the

         conduct of its business requires such qualification.

 

                     (c) Each subsidiary of the Company and the Parent

         Company has been duly formed and is an existing corporation,

         limited partnership or limited liability company, as the case may

         be, in good standing under the laws of the jurisdiction of its

         incorporation, with power and authority (corporate and other) to

         own its properties and conduct its business as described in the

         Offering Document; and each subsidiary of the Company and the

         Parent Company is duly qualified to do business as a foreign

         corporation, partnership or limited liability company, as the case

         may be, in good standing in all other jurisdictions in which its

         ownership or lease of property or the conduct of its business

         requires such qualification except where the failure to be so

         qualified does not or would not individually or in the aggregate

         have a material adverse effect on the condition (financial or

         other), business, properties or results of operations of the

         Company and its subsidiaries taken as a whole ("MATERIAL ADVERSE

         EFFECT"); all of the issued and outstanding capital stock of each

         subsidiary of the Company has been duly authorized and validly

         issued and is fully paid and nonassessable; and except as described

         in the Offering Document the

 

 

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         capital stock of each subsidiary owned by the Company, directly or

         through subsidiaries, is owned free from liens, encumbrances and

         defects.

 

                     (d) The Indenture has been duly authorized; the Offered

         Securities have been duly authorized; and when the Offered

         Securities are delivered and paid for pursuant to this Agreement on

         the Closing Date (as defined below), the Indenture will have been

         duly executed and delivered, such Offered Securities will have been

         duly executed, authenticated, issued and delivered and will conform

         to the description thereof contained in the Offering Document and

         the Indenture and such Offered Securities will constitute valid and

         legally binding obligations of the Issuers, enforceable in

         accordance with their terms, subject to bankruptcy, insolvency,

         fraudulent transfer, reorganization, moratorium and similar laws of

         general applicability relating to or affecting creditors' rights

          and to general equity principles.

 

                     (e) Except as disclosed in the Offering Document, there

         are no contracts, agreements or understandings between any of the

         Issuers and any person that would give rise to a valid claim

         against any of the Issuers or the Purchaser for a brokerage

         commission, finder's fee or other like payment in connection with

         the transactions contemplated by this Agreement.

 

                     (f) No consent, approval, authorization, or order of,

         or filing with, any governmental agency or body or any court is

         required for the consummation of the transactions contemplated by

         this Agreement, the Registration Rights Agreement and the Offering

          Document in connection with the issuance and sale of the Offered

         Securities by the Issuers except such as may be required under

         state securities laws, the filing of the Exchange Offer

         Registration Statement or the Shelf Registration Statement with the

         Commission and the order of the Commission declaring the Exchange

         Offer Registration Statement or the Shelf Registration Statement

         (each as defined in the Registration Rights Agreement) effective.

 

                      (g) The execution, delivery and performance of the

         Indenture, this Agreement and the Registration Rights Agreement,

         and the issuance and sale of the Offered Securities and compliance

         with the terms and provisions thereof will not result in a breach

         or violation of any of the terms and provisions of, or constitute a

         default under, any statute, any rule, regulation or order of any

         governmental agency or body or any court, domestic or foreign,

         having jurisdiction over the Parent Company, the Company or any

         subsidiary of the Company or any of their properties, or any

         agreement or instrument to which the Parent Company, the Company or

         any such subsidiary is a party or by which the Parent Company, the

         Company or any such subsidiary is bound or to which any of the

         properties of the Parent Company, the Company or any such

         subsidiary is subject, or the charter or by-laws of the Parent

         Company, the Company or any such subsidiary, and the Company has

         full power and authority to authorize, issue and sell the Offered

         Securities as contemplated by this Agreement.

 

                     (h) This Agreement has been duly authorized, executed

         and delivered by the Issuers.

 

                     (i) Except as disclosed in the Offering Document, the

         Company and its subsidiaries have good and marketable title to all

         real properties and all other properties and assets owned by them,

         in each case free from liens, encumbrances and defects that would

         materially interfere with

 

 

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         the use made or to be made thereof by them; and except as disclosed

         in the Offering Document, the Company and its subsidiaries hold any

         leased real or personal property under valid and enforceable leases

         with no exceptions that would materially interfere with the use

         made or to be made thereof by them.

 

                     (j) The Company and its subsidiaries possess adequate

         certificates, authorities or permits issued by appropriate

         governmental agencies or bodies necessary to conduct the business

          now operated by them and have not received any notice of

         proceedings relating to the revocation or modification of any such

         certificate, authority or permit that, if determined adversely to

         the Company or any of its subsidiaries, would individually or in

         the aggregate have a Material Adverse Effect.

 

                     (k) No labor dispute with the employees of the Company

         or any subsidiary exists or, to the knowledge of the Issuers, is

         imminent that might have a Material Adverse Effect.

 

                     (l) The Company and its subsidiaries own, possess or

         can acquire on reasonable terms, adequate trademarks, trade names

         and other rights to inventions, know-how, patents, copyrights,

         confidential information and other intellectual property

         (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct

         the business now operated by them, or presently employed by them,

         and have not received any notice of infringement of or conflict

         with asserted rights of others with respect to any intellectual

         property rights that, if determined adversely to the Company or any

         of its subsidiaries, would individually or in the aggregate have a

         Material Adverse Effect.

 

                     (m) Except as disclosed in the Offering Document,

         neither the Parent Company, the Company nor any of its subsidiaries

         is in violation of any statute, any rule, regulation, decision or

         order of any governmental agency or body or any court, domestic or

         foreign, relating to the use, disposal or release of hazardous or

         toxic substances or relating to the protection or restoration of

         the environment or human exposure to hazardous or toxic substances

         (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real

         property contaminated with any substance that is subject to any

         environmental laws, is liable for any off-site disposal or

         contamination pursuant to any environmental laws, or is subject to

         any claim relating to any environmental laws, which violation,

         contamination, liability or claim would individually or in the

         aggregate have a Material Adverse Effect; and the Company is not

         aware of any pending investigation which might lead to such a

         claim.

 

                     (n) Except as disclosed in the Offering Document, there

         are no pending actions, suits or proceedings against or affecting

         the Parent Company, the Company, any of its subsidiaries or any of

         their respective properties that, if determined adversely to the

         Parent Company, the Company or any of its subsidiaries, would

         individually or in the aggregate have a Material Adverse Effect, or

         would materially and adversely affect the ability of the Issuers to

         perform their obligations under the Indenture, this Agreement or

         the Registration Rights Agreement or which are otherwise material

         in the context of the sale of the Offered Securities; and no such

         actions, suits or proceedings are threatened or, to the Issuers'

         knowledge, contemplated.

 

 

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                     (o) The financial statements included in the Offering

         Document present fairly the financial position of the Parent

         Company and its consolidated subsidiaries as of the dates shown and

         their results of operations and cash flows for the periods shown,

         and, except as otherwise disclosed in the Offering Document, such

         financial statements have been prepared in conformity with the

         generally accepted accounting principles in the United States

         applied on a consistent basis; and the assumptions used in

         preparing the pro forma financial statements included in the

         Offering Document provide a reasonable basis for presenting the

          significant effects directly attributable to the transactions or

         events described therein, the related pro forma adjustments give

         appropriate effect to those assumptions, and the pro forma columns

         therein reflect the proper application of those adjustments to the

         corresponding historical financial statement amounts.

 

                     (p) Except as disclosed in the Offering Document, since

         the date of the latest audited financial statements included in the

         Offering Document there has been no material adverse change, nor

         any development or event involving a prospective material adverse

         change, in the condition (financial or other), business, properties

         or results of operations of the Company and its subsidiaries taken

         as a whole, and, except as disclosed in or contemplated by the

         Offering Document, there has been no dividend or distribution of

         any kind declared, paid or made by the Parent Company on any class

         of its capital stock or by the Company, except for distributions

         totaling not more than $2.5 million from the Company to the Parent

         Company in the ordinary course of business, on any class of its

         capital stock.

 

                     (q) The Company is not an open-end investment company,

         unit investment trust or face-amount certificate company that is or

         is required to be registered under Section 8 of the U.S. Investment

         Company Act of 1940 (the "INVESTMENT COMPANY ACT"); and the

         Company is not and, after giving effect to the offering and sale of

         the Offered Securities and the application of the proceeds thereof

         as described in the Offering Document, will not be an "investment

         company" as defined in the Investment Company Act.

 

                     (r) No securities of the same class (within the meaning

         of Rule 144A(d)(3) under the Securities Act) as the Offered

         Securities are listed on any national securities exchange

         registered under Section 6 of the U.S. Securities Exchange Act of

         1934, as amended (the "EXCHANGE ACT"), or quoted in a U.S.

         automated inter-dealer quotation system.

 

                     (s) The offer and sale of the Offered Securities in the

         manner contemplated by this Agreement will be exempt from the

         registration requirements of the Securities Act by reason of

         Section 4(2) thereof and Regulation S and Rule 144A thereunder; and

         it is not necessary to qualify an indenture in respect of the

         Offered Securities under the United States Trust Indenture Act of

         1939, as amended (the "TRUST INDENTURE ACT").

 

                     (t) Neither the Parent Company, nor any of its

         affiliates, nor any person acting on its or their behalf (i) has,

         within the six-month period prior to the date hereof, offered or

         sold in the United States or to any U.S. person (as such terms are

          defined in Regulation S under the Securities Act) the Offered

         Securities or any security of the same class or series as the

         Offered Securities or (ii) has offered or will offer or sell the

         Offered Securities (A) in the United States by means of any form of

         general solicitation or general advertising within the meaning of

         Rule

 

 

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         502(c) under the Securities Act or (B) with respect to any such

          securities sold in reliance on Rule 903 of Regulation S

         ("REGULATION S") under the Securities Act, by means of any directed

         selling efforts within the meaning of Rule 902(c) of Regulation S.

         The Parent Company, its affiliates and any person acting on its or

         their behalf have complied and will comply with the offering

         restrictions requirement of Regulation S. The Company has not

         entered and will not enter into any contractual arrangement with

         respect to the distribution of the Offered Securities except for

         this Agreement.

 

                     (u) There is no "substantial U.S. market interest" as

         defined in Rule 902(j) of Regulation S in the debt securities of

         any of the Issuers.

 

                     (v) On the Closing Date, the Indenture will conform in

         all material respects to the requirements of the Trust Indenture

         Act, and the rules and regulations of the Commission applicable to

         an indenture which is qualified thereunder.

 

                     On the Closing Date, the Exchange Securities will have

         been duly authorized by the Issuers; and when the Exchange

         Securities are issued, executed and authenticated in accordance

          with the terms of the Exchange Offer and the Indenture, the

         Exchange Securities will be entitled to the benefits of the

         Indenture and will be the valid and legally binding obligations of

         the Issuers, enforceable in accordance with their terms, subject to

         bankruptcy, insolvency, fraudulent transfer, reorganization,

         moratorium and similar laws of general applicability relating to or

         affecting creditors' rights and to general equity principles.

 

                      On the Closing Date, the Guarantee to be endorsed on

         the Offered Securities by each Guarantor will have been duly

         authorized by such Guarantor, and will have been duly executed and

         delivered by each such Guarantor and will conform to the

         description thereof contained in the Offering Document. When the

         Offered Securities have been issued, executed and authenticated in

         accordance with the Indenture and delivered to and paid for by the

          Purchaser in accordance with the terms of this Agreement, the

         Guarantee of each Guarantor endorsed thereon will constitute valid

         and legally binding obligations of such Guarantor, enforceable in

         accordance with its terms, subject to bankruptcy, insolvency,

         fraudulent transfer, reorganization, moratorium and similar laws of

         general applicability relating to or affecting creditors' rights

         and to general equity principles.

 

                     On the Closing Date, the Guarantee to be endorsed on

         the Exchange Securities by each Guarantor will have been duly

         authorized by such Guarantor; and, when issued, will have been duly

         executed and delivered by each such Guarantor and will conform to

         the description thereof contained in the Offering Document. When

         the Exchange Securities have been issued, executed and

         authenticated in accordance with the terms of the Exchange Offer

         and the Indenture, the Guarantee of each Guarantor endorsed thereon

         will constitute valid and legally binding obligations of such

         Guarantor, enforceable in accordance with its terms, subject to

         bankruptcy, insolvency, fraudulent transfer, reorganization,

         moratorium and similar laws of general applicability relating to or

         affecting creditors' rights and to general equity principles.

 

                     On the Closing Date, the Registration Rights Agreement

         will have been duly authorized, executed and delivered by the

         Issuers. When the Registration Rights Agreement has

 

 

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         been duly executed and delivered, the Registration Rights Agreement

         will be a valid and binding agreement of the Issuers, enforceable

         against each Issuer in accordance with its terms, (x) except as to

         rights of indemnity or contribution, or both, that may be limited

         by state and Federal laws or public policy underlying such laws and

         (y) subject to bankruptcy, insolvency, fraudulent transfer,

         reorganization, moratorium and similar laws of general

         applicability relating to or affecting creditors' rights and to

         general equity principles. On the Closing Date, the Registration

         Rights Agreement will conform to the description thereof in the

         Offering Circular.

 

                     Except as set forth in the Offering Document, there are

         no contracts, agreements or understandings between any Issuer and

         any person granting such person the right to require such Issuer to

         file a registration statement under the Securities Act with respect

         to any securities of such Issuer or to require such Issuer to

         include such securities with the Exchange Securities registered

         pursuant to any Registration Statement.

 

                     Neither the Company nor any of its subsidiaries nor any

         agent thereof acting on behalf of them has taken, and none of them

         will take, any action that might cause this Agreement or the

         issuance or sale of the Offered Securities to violate Regulation T,

         Regulation U or Regulation X of the Board of Governors of the

         Federal Reserve System.

 

                  3.      Purchase, Sale and Delivery of Offered Securities.

On the basis of the representations, warranties and agreements herein

contained, but subject to the terms and conditions herein set forth, as of

the Closing Date, the Issuers agree to sell to the Purchaser, and the

Purchaser agrees to purchase from the Issuers, the Offered Securities at a

purchase price of 98% of the principal amount thereof.

 

                  The Issuers will deliver against payment of the purchase

price the Offered Securities to be offered and sold by the Purchaser in

reliance on Regulation S (the "REGULATION S SECURITIES") in the form of one

or more permanent global Securities in registered form without interest

coupons (the "OFFERED REGULATION S GLOBAL SECURITIES") which will be

deposited with the Trustee as custodian for The Depository Trust Company

("DTC") and registered in the name of Cede & Co., as nominee for DTC. The

Issuers will deliver against payment of the purchase price the Offered

Securities to be purchased by the Purchaser hereunder and to be offered and

sold by the Purchaser in reliance on Rule 144A under the Securities Act (the

"144A SECURITIES") in the form of one permanent global security in

definitive form without interest coupons (the "RESTRICTED GLOBAL

SECURITIES") deposited with the Trustee as custodian for DTC and registered

in the name of Cede & Co., as nominee for DTC. The Regulation S Global

Securities and the Restricted Global Securities shall be assigned separate

CUSIP numbers. The Restricted Global Securities shall include the legend

regarding restrictions on transfer set forth under "Transfer Restrictions"

in the Offering Document.

 

                  Payment for the Regulation S Securities and the 144A

Securities shall be made by the Purchaser in Federal (same day) funds by

wire transfer to an account at a bank acceptable to the Purchaser and

delivery of the Offered Securities will take place at the office of Cahill

Gordon & Reindel LLP at 9:00 A.M. (New York time), on February 4, 2004, or

at such other time not later than seven full business days thereafter as the

Purchaser and the Company determine, such time being herein referred to as

the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of

(i) the Regulation S Global Securities representing all of the Regulation S

Securities and (ii) the Restricted Global Securities

 

 

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representing all of the 144A Securities. The Regulation S Global Securities

and the Restricted Global Securities will be made available for checking at

the office of Cahill Gordon & Reindel LLP at least 24 hours prior to the

Closing Date.

 

                  4.      Representations by Purchaser; Resale by Purchaser.

(a) The Purchaser represents and warrants to the Company that it is an

"accredited investor" within the meaning of Regulation D under the

Securities Act.

 

                  (b) The Purchaser acknowledges that the Offered Securities

have not been registered under the Securities Act and may not be offered or

sold within the United States except pursuant to an exemption from, or a

transaction not subject to, the registration requirements of the Securities

Act. The Purchaser represents and agrees that it has not offered or sold and

will not offer or sell, any Offered Securities constituting part of its

allotment within the United States, except in accordance with Rule 903 or

Rule 144A under the Securities Act. Accordingly, neither such Purchaser nor

its affiliates, nor any persons acting on its or their behalf, have engaged

or will engage in any directed selling efforts with respect to the Offered

Securities. Terms used in this subsection (b) have the meanings given to

them by Regulation S.

 

                  (c) The Purchaser agrees that it and each of its

affiliates has not entered and will not enter into any contractual

arrangement with respect to the distribution of the Offered Securities

except for any such arrangements with the prior written consent of the

Issuers.

 

                  (d) The Purchaser agrees that it and each of its

affiliates will not offer or sell the Offered Securities in the United

States by means of any form of general solicitation or general advertising

within the meaning of Rule 502(c) under the Securities Act, including, but

not limited to (i) any advertisement, article, notice or other communication

published in any newspaper, magazine or similar media or broadcast over

televis