EXECUTION VERSION ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT dated as of May 1, 2007, made by the parties listed on Schedule I hereto (each an "Additional Grantor"), in favor of Credit Suisse, Cayman Islands Branch ("Credit Suisse"), as administrative agent and collateral agent (in such capacities and together with its successors, the "Agent") for (i) the banks and other financial institutions and entities (the "Lenders") parties to the Credit Agreement referred to below, and (ii) the other Secured Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. WITNESSETH: WHEREAS, Clarke American Corp. (to be renamed Harland Clarke Holdings Corp.), a Delaware corporation (the "Borrower"), certain Subsidiaries of the Borrower from time to time party thereto (each a "Subsidiary Co-Borrower"), the Lenders from time to time party thereto, and Credit Suisse, as Agent, have entered into a Credit Agreement dated as of April 4, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"); WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries (including the Subsidiary Co-Borrowers) have entered into that certain Guarantee and Collateral Agreement dated as of May 1, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of the Collateral Agent for the benefit of the Secured Parties; WHEREAS, the Credit Agreement requires each Additional Grantor to become a party to the Guarantee and Collateral Agreement; and WHEREAS, each Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; NOW, THEREFORE, IT IS AGREED: 1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. Each Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. JOHN H. HARLAND COMPANY By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer HARLAND CHECKS AND SERVICES, INC. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer SCANTRON CORPORATION By: /s/ Edward P. Taibi ------------------------------------ Name: Edward P. Taibi Title: Vice President and Assistant Secretary HARLAND FINANCIAL SOLUTIONS, INC. By: /s/ Edward P. Taibi ------------------------------------ Name: Edward P. Taibi Title: Vice President and Assistant Secretary HFS CORE SYSTEMS, INC. By: /s/ Edward P. Taibi ------------------------------------ Name: Edward P. Taibi Title: Vice President and Assistant Secretary CENTRALIA HOLDING CORP. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer JOHN H. HARLAND COMPANY OF PUERTO RICO By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer Acknowledged and accepted: CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Agent By: /s/ Robert Hetu ------------------------------------ Name: Robert Hetu Title: Managing Director By: /s/ Denise L. Alvarez ------------------------------------ Name: Denise L. Alvarez Title: Associate Annex 1 SUPPLEMENTAL SCHEDULES TO THE GUARANTEE AND COLLATERAL AGREEMENT SCHEDULE I TO ASSUMPTION AGREEMENT SCHEDULE I 1. John H. Harland Company, a Georgia corporation (to be reorganized and renamed as Harland Clarke Corp., a Delaware corporation) 2. Harland Checks and Services, Inc., a Georgia corporation 3. Scantron Corporation, a Delaware corporation 4. Harland Financial Solutions, Inc., an Oregon corporation 5. HFS Core Systems, Inc., a Delaware corporation 6. Centralia Holding Corp., a Georgia corporation 7. John H. Harland Company of Puerto Rico, a Georgia corporation
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S-4 Filing
Clarke American Checks Inactive S-4Registration of securities issued in business combination transactions
Filed: 13 Jun 07, 12:00am