EXECUTION VERSION JOINDER AGREEMENT THIS JOINDER AGREEMENT (this "Agreement"), dated as of May 1, 2007, is entered into between the parties listed on Schedule I hereto (each a "New Subsidiary Co-Borrower") and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Agent, under that certain Credit Agreement, dated as of April 4, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Clarke American Corp. (to be renamed Harland Clarke Holdings Corp.), a Delaware corporation (the "Borrower"), each Subsidiary Guarantor of the Borrower from time to time party thereto (each a "Subsidiary Co-Borrower" and, together with the Borrower, the "Co-Borrowers"), the Lenders party thereto and the Agent. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. Pursuant to Section 2.25(m) of the Credit Agreement, each New Subsidiary Co-Borrower and the Agent, for the benefit of the Lenders, hereby agrees as follows: 1. Each New Subsidiary Co-Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary Co-Borrower will be deemed to be a Loan Party under the Credit Agreement and a Subsidiary Co-Borrower for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and Subsidiary Co-Borrower thereunder as if it had executed the Credit Agreement. Each New Subsidiary Co-Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement (to the extent made or deemed made on or after the effective date hereof), (b) all of the covenants set forth in Articles V and Vl of the Credit Agreement and (c) all Obligations of Co-Borrowers set forth under Section 2.25 of the Credit Agreement. 2. Each New Subsidiary Co-Borrower has executed and delivered or is, simultaneously with the execution of this Agreement, executing and delivering (i) a supplement to the Guarantee and Collateral Agreement and (ii) such other Collateral Documents (and such other documents and instruments) as reasonably requested by the Agent in accordance with the Credit Agreement. 3. Each New Subsidiary Co-Borrower hereby waives acceptance by the Agent and the Lenders of the guaranty by such New Subsidiary Co-Borrower upon the execution of this Agreement by the applicable New Subsidiary Co-Borrower. 4. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. 5. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 1 IN WITNESS WHEREOF, each New Subsidiary Co-Borrower has caused this Agreement to be duly executed by its authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. B2DIRECT, INC. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer CHECKS IN THE MAIL, INC. By: /s/ Judy C. Norris ------------------------------------ Name: Judy C. Norris Title: Senior Vice President, General Counsel and Secretary CLARKE AMERICAN CHECKS, INC. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer NEW CS, INC. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer NEW SCSFH, INC. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer 2 H ACQUISITION CORP. By: /s/ Edward P. Taibi ------------------------------------ Name: Edward P. Taibi Title: Vice President and Assistant Secretary NEW SCH, INC. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer NEW SFH, INC. By: /s/ Peter A. Fera, Jr. ------------------------------------ Name: Peter A. Fera, Jr. Title: Executive Vice President and Chief Financial Officer 3 Acknowledged and accepted: CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Agent By: /s/ Robert Hetu ------------------------------------ Name: Robert Hetu Title: Managing Director By: /s/ Denise Alvarez ------------------------------------ Name: Denise Alvarez Title: Associate 4 SCHEDULE I 1. B2Direct, Inc., a Delaware corporation 2. Checks in the Mail, Inc., a Delaware corporation 3. Clarke American Checks, Inc., a Delaware corporation 4. New CS, Inc., a Delaware corporation 5. New SCSFH, Inc., a Delaware corporation 6. H Acquisition Corp., a Georgia corporation 7. New SCH, Inc., a Georgia corporation 8. New SFH, Inc., an Oregon corporation 5
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S-4 Filing
Scantron Inactive S-4Registration of securities issued in business combination transactions
Filed: 13 Jun 07, 12:00am