EXHIBIT 4.1 ----------- SECOND SUPPLEMENTAL INDENTURE This "SUPPLEMENTAL INDENTURE", dated as of April 19, 2007, to the Indenture dated as of December 15, 2005 as supplemented by the First Supplemental Indenture dated as of October 6, 2006 (as...Supplemental Indenture • April 19th, 2007 • Clarke American Corp. • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
HARLAND CLARKE HOLDINGS CORP. and each of the co-issuers and Guarantors PARTY HERETO 9.750% SENIOR SECURED NOTES DUE 2018 INDENTURE Dated as of July 24, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • November 8th, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
INDENTURE dated as of July 24, 2012 among Harland Clarke Holdings Corp., a Delaware corporation, the Co-Issuers (as defined), the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2011 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 1, 2011, between Harland Clarke Holdings Corp., a Delaware corporation (the “Company”), and Daniel Singleton (the “Executive”).
AGREEMENT AND PLAN OF MERGER By and Among HARLAND CLARKE HOLDINGS CORP., V ACQUISITION SUB, INC., and VALASSIS COMMUNICATIONS, INC. Dated as of December 17, 2013Merger Agreement • December 18th, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2013 (this “Agreement”), is made by and among Harland Clarke Holdings Corp., a Delaware corporation (“Parent”), V Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Valassis Communications, Inc., a Delaware corporation (the “Company”).
First Amendment to the Employment AgreementEmployment Agreement • February 27th, 2009 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
FIRST AMENDMENT, dated as of, and effective, December 31, 2008 (this “Amendment”), to the Employment Agreement dated as of May 5, 2008 (the “Agreement”) by and among Harland Clarke Holdings Corp., (Harland Clarke Holdings), a Delaware corporation, Harland Financial Solutions Inc. (the “Company”), an Oregon corporation, and Raju Shivdasani (the “Executive”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • September 11th, 2017 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into, on August 27, 2017 (the “Effective Date”), by and between MaxPoint Interactive, Inc. (the “Company”), Harland Clarke Holdings Corp. (“Parent”), Mercury Merger Sub, Inc. (“Purchaser”) and Joseph Epperson (“Executive” and, together with the Company, Parent and Purchaser, the “Parties”). Any capitalized term used in this Agreement, but not defined, shall have the same meaning as ascribed to such term in the Agreement and Plan of Merger, dated as of the Effective Date, by and between Parent, Purchaser and the Company (the “Merger Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1, 2013, and effective as of January 1, 2013, among Harland Clarke Holdings Corp., a Delaware corporation ("Harland Clarke Holdings"), Faneuil, Inc., a Delaware corporation (the "Company"), and Anna Van Buren (the "Executive").
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN HARLAND CLARKE HOLDINGS CORP. AND CHARLES DAWSONEmployment Agreement • February 26th, 2010 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
WHEREAS, Harland Clarke Holdings Corp., a Delaware corporation (the ‘‘Company’’), and Charles Dawson (the ‘‘Executive’’) entered into an employment agreement (as amended, the “Employment Agreement”) dated as of February 13, 2008;
SECURITIES PURCHASE AGREEMENT between SCANTRON CORPORATION and KUE DIGITAL INTERNATIONAL LLC Dated as of December 15, 2010Securities Purchase Agreement • December 16th, 2010 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 15, 2010, by and between Scantron Corporation, a Delaware corporation (“Buyer”) and KUE Digital International LLC, a Delaware limited liability company (“Seller”). Each of Buyer and Seller are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
PURCHASE AGREEMENTPurchase Agreement • August 2nd, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
M&F WORLDWIDE CORP. AWARD AGREEMENT FOR PARTICIPATING EXECUTIVES OF [INSERT NAME OF BUSINESSAward Agreement • February 29th, 2008 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
THIS AWARD AGREEMENT is made effective as of the __ day of _____, 2008, between M&F Worldwide Corp. (“M&F”), Harland Clarke Holdings Corp., a Delaware corporation (the “Company”), and _______ (the “Participant”). This Award Agreement is made to the Participant, who participates in the [name of business], which is one of the four Business Units.
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2007 • Clarke American Corp. • Blankbooks, looseleaf binders & bookbindg & relatd work • Texas
EMPLOYMENT AGREEMENT, dated as of January 16, 2007, between Clarke American Corp., a Delaware corporation (‘‘CAC’’ or the ‘‘Company’’), M&F Worldwide Corp. (‘‘Parent’’) and Charles Dawson (the ‘‘Executive’’).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • January 6th, 2014 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This CONFIDENTIALITY AGREEMENT (this “Agreement”), dated as of September 21, 2013, is by and between Valassis Communications, Inc. (“Valassis”) and MacAndrews & Forbes Holdings Inc. (“Recipient”). Valassis and Recipient are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Certain capitalized terms used herein have the meanings set forth in Section 8.
AMENDMENT TO THE EMPLOYMENT AGREEMENT AMONG HARLAND CLARKE HOLDINGS CORP., HARLAND FINANCIAL SOLUTIONS, INC. AND RAJU SHIVDASANIEmployment Agreement • February 26th, 2010 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
WHEREAS, Harland Clarke Holdings Corp., a Delaware corporation (“Harland Clarke Holdings”) and Harland Financial Solutions, Inc., an Oregon corporation (the ‘‘Company’’), and Raju Shivdasani (the ‘‘Executive’’) entered into an employment agreement (as amended, the “Employment Agreement”) dated as of May 5, 2008;
SUPPLEMENTAL INDENTURESupplemental Indenture • November 7th, 2006 • Clarke American Corp. • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
SUPPLEMENTAL INDENTURE (this ‘‘Supplemental Indenture’’), dated as of October 6, 2006, among Clarke American Corp. (the ‘‘Company’’), B2 Direct, Inc., Checks in the Mail, Inc. and Clarke American Checks, Inc. (each, a ‘‘Guarantor’’ and, collectively, the ‘‘Guarantors’’) and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the ‘‘Trustee’’).
Amendment to Employment AgreementEmployment Agreement • March 1st, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
WHEREAS, Harland Clarke Holdings Corp., a Delaware corporation (the ''Company''), and Peter Fera (the ''Executive'') entered into an Amended and Restated Employment Agreement (the "Employment Agreement") dated as of January 1, 2011;
COLLATERAL TRUST AGREEMENTCollateral Trust Agreement • August 9th, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of July 24, 2012 and is by and among Harland Clarke Holdings Corp. (f/k/a/ Clarke American Corp.), a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, Credit Suisse (AG), Cayman Islands Branch, as Credit Agreement Collateral Agent (as defined below), Wells Fargo Bank, National Association, as Trustee (as defined below), the other Secured Debt Representatives from time to time party hereto and Wells Fargo Bank, National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • April 24th, 2017 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
This Confidentiality Agreement (this “Agreement”) is made by and between RetailMeNot, Inc. (“RetailMeNot”), and Valassis Communications, Inc. (“Valassis”).
SECURITY AGREEMENT made by HARLAND CLARKE HOLDINGS CORP., HARLAND FINANCIAL SOLUTIONS, INC., SCANTRON CORPORATION, and certain Subsidiaries of Harland Clarke Holdings Corp. in favor ofSecurity Agreement • August 9th, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
SECURITY AGREEMENT, dated as of July 24, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors” and, each a “Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Collateral Trustee (in such capacity and together with its successors, the “Collateral Trustee”) for the benefit of each other and for the equal and ratable benefit of the Secured Parties.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 20, 2010, between Faneuil, Inc., a company incorporated under the laws of Delaware (the "Company") and Anna Van Buren (the "Executive").
NEW FACILITY JOINDER AGREEMENT – TRANCHE B-3 TERM LOANSNew Facility Joinder Agreement • August 2nd, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This NEW FACILITY JOINDER AGREEMENT, dated as of April 26, 2013 (this "Agreement"), is by and among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH ("CS"), as the Initial Tranche B-3 Lender (as defined below), HARLAND CLARKE HOLDINGS CORP., a Delaware corporation (the "Borrower"), the other Loan Parties, and CS, as administrative agent and collateral agent (the "Agent").
Second Amendment to the Employment AgreementEmployment Agreement • May 8th, 2009 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
SECOND AMENDMENT, dated as of April 24, 2009, and effective, January 1, 2009 (this “Amendment”), to the Employment Agreement dated as of February 7, 2008, and as first amended December 31, 2008, (the “Agreement”) by and between Harland Clarke Holdings Corp., a Delaware corporation (the “Company”) and Daniel Singleton (the “Executive”).
CREDIT AGREEMENTDated as of April 4, 2007As amended by the First Amendment dated as of May 4, 2007and the Second Amendment dated as of May 10, 2012 and effective as of the Second Amendment Effective DateAmongTHE FINANCIAL INSTITUTIONS PARTY HERETOas...Credit Agreement • August 9th, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
CREDIT AGREEMENT dated as of April 4, 2007 (as amended by the First Amendment dated as of May 5, 2007 and the Second Amendment dated as of May [__], 2012 and effective as of the Second Amendment Effective Date, and as further amended, restated, supplemented or otherwise modified from time to time thereafter, this “Agreement”), among HARLAND CLARKE HOLDINGS CORP. (f/k/a Clarke American Corp.) (the “Borrower”), a Delaware corporation, each Subsidiary Guarantor of the Borrower from time to time party hereto (each a “Subsidiary Co-Borrower” and, together with the Borrower, the “Co-Borrowers”), the Lenders (as defined in Article I) and CREDIT SUISSE (AG), CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for the Lenders hereunder (in its capacities as Administrative Agent and Collateral Agent, the “Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 21st, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is dated as of March 19, 2012, by and among HARLAND CLARKE HOLDINGS CORP., a Delaware corporation ("Purchaser"), FLX HOLDINGS LLC, a Delaware limited liability company ("Seller One"), and FANEUIL HOLDCO LLC, a Delaware limited liability company ("Seller Two", and collectively with Seller One, the "Sellers", and each a "Seller").
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • September 11th, 2017 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of August 23, 2016, between MaxPoint Interactive, Inc., a Delaware corporation (“Seller”), and Valassis Communications, Inc., a Delaware corporation (“Buyer” and with Seller referred to collectively as the “Parties” and individually as a ‘‘Party’’).
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN HARLAND CLARKE HOLDINGS CORP. AND PETER A. FERA, JR.Employment Agreement • February 26th, 2010 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
WHEREAS, Harland Clarke Holdings Corp., a Delaware corporation (the ‘‘Company’’), and Peter A. Fera, Jr. (the ‘‘Executive’’) entered into an employment agreement (as amended, the “Employment Agreement”) dated as of February 13, 2008;
Amendment to Employment AgreementEmployment Agreement • March 1st, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
WHEREAS, Harland Clarke Holdings Corp., a Delaware corporation (the ''Company''), and Daniel Singleton (the ''Executive'') entered into an Amended and Restated Employment Agreement (the "Employment Agreement") dated as of January 1, 2011;
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN HARLAND CLARKE HOLDINGS CORP. AND DANIEL SINGLETONEmployment Agreement • February 26th, 2010 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
WHEREAS, Harland Clarke Holdings Corp., a Delaware corporation (the ‘‘Company’’), and Daniel Singleton (the ‘‘Executive’’) entered into an employment agreement (as amended, the “Employment Agreement”) dated as of February 7, 2008;
CREDIT AGREEMENT Dated as of February 20, 2013 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders and CITIBANK, N.A. as Administrative Agent and Collateral Agent, and HARLAND CLARKE HOLDINGS CORP., as Borrower, and The subsidiaries of...Credit Agreement • April 30th, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
CREDIT AGREEMENT dated as of February 20, 2013 (as amended, restated, supplemented or otherwise modified from time to time thereafter, this “Agreement”), among HARLAND CLARKE HOLDINGS CORP. (the “Borrower”), a Delaware corporation, each Subsidiary of the Borrower from time to time party hereto (each a “Subsidiary Co-Borrower” and, together with the Borrower, the “Co-Borrowers”), CA ACQUISITION HOLDINGS, INC. (“Holdings”), a Delaware corporation, as Guarantor, each other Guarantor from time to time party hereto, the Lenders (as defined in Article I) and CITIBANK, N.A., as administrative agent and collateral agent (in such capacity and together with its successors, the “Agent”) for the Lenders hereunder.
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • March 21st, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
This Amended and Restated Tax Sharing Agreement (the "Agreement"), dated as of December 21, 2011, is entered into by and among MACANDREWS & FORBES HOLDINGS INC. ("Mafco"), M&F WORLDWIDE CORP., a Delaware corporation ("MFW"), HARLAND CLARKE HOLDINGS CORP. (formerly CLARKE AMERICAN CORP.), a Delaware corporation ("Clarke"), and PCT INTERNATIONAL HOLDINGS INC., a Delaware corporation (“PCT”).
HARLAND CLARKE HOLDINGS CORP. AMENDMENT AGREEMENTCredit Agreement • November 2nd, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
This AMENDMENT AGREEMENT, dated as of May 10, 2012 (this "Amendment Agreement"), is entered into by and among Harland Clarke Holdings Corp., a Delaware corporation (the "Borrower"), CA Acquisition Holdings, Inc., a Delaware corporation ("Holdings"), the Subsidiary Co-Borrowers, the Subsidiary Guarantors, the Issuing Bank, the Swingline Lender, the Lenders party hereto and Credit Suisse AG, Cayman Islands Branch ("Credit Suisse"), as administrative agent and collateral agent for the Lenders (in such capacities, the "Agent") and is made with reference to that certain Credit Agreement, dated as of April 4, 2007 (as amended by that certain first amendment dated May 4, 2007, the "Existing Credit Agreement"), entered into by and among the Borrower, the Subsidiary Co-Borrowers, the Lenders party thereto and the Agent and to that certain Guarantee and Collateral Agreement, dated as of May 1, 2007, entered into by and among Holdings, the Borrower, the Subsidiary Guarantors and the Agent. Capita
STOCK PURCHASE AGREEMENT by and among HARLAND CLARKE HOLDINGS CORP., MACANDREWS & FORBES HOLDINGS INC., DAVIS + HENDERSON CORPORATION, SPOKE ACQUISITION, INC. and D+H LTD. dated as of July 23, 2013Stock Purchase Agreement • July 24th, 2013 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This STOCK PURCHASE AGREEMENT, dated as of July 23, 2013 (this “Agreement”), is by and among Harland Clarke Holdings Corp., a Delaware corporation (“Seller”), Spoke Acquisition, Inc., an Oregon corporation (“Acquirer I”), and D+H Ltd., an Ontario corporation (“Acquirer II”), and, solely for the purposes of Section 4.2, Section 4.4, Section 4.21, Section 4.22, Section 8.3, Section 9.7 and Section 9.8, Davis + Henderson Corporation, a corporation incorporated under the laws of the Province of Ontario (“Parent”) and, solely for the purposes of Section 4.13, Section 4.16, Section 4.19, Section 8.2 and Section 9.9, MacAndrews & Forbes Holdings Inc., a Delaware corporation (“MFH”). As used herein, Acquirer I and Acquirer II shall be referred to herein, individually and collectively as the “Buyer,” with the obligations of Buyer herein being joint and not several.
