Exhibit 4.7
JOINDER AGREEMENT
WHEREAS, Xxxxx Corporation Limited ("Xxxxx") and Xxxxx North America
Finance, Inc. ("Finance Inc."), and the Initial Purchasers named therein (the
"Initial Purchasers") heretofore executed and delivered a Purchase Agreement
("Purchase Agreement"), dated March 11, 2003, providing for the issuance and
sale by Finance Inc. of its 7-7/8% Senior Notes due 2011 (the "Notes") under an
Indenture dated March 14, 2003, between Finance Inc. and Bank One, N.A., as
trustee (the "Indenture");
WHEREAS, Xxxxx, Finance Inc. and the Initial Purchasers named
therein heretofore executed and delivered a Registration Rights Agreement (the
"Registration Rights Agreement"), dated March 14, 2003, providing for the
registration under the Securities Act of 1933, as amended, of the Notes; and
WHEREAS, as a condition to the consummation of the offering of the
Notes, the Guarantors (as defined in the Indenture) that were not originally
party thereto have agreed to join in the Purchase Agreement and the Registration
Rights Agreement upon the Release (as defined in the Indenture).
NOW, THEREFORE, each Guarantor hereby agrees for the benefit of the
Initial Purchasers, as follows:
(a) Each of the undersigned hereby acknowledges that it has received
and reviewed a copy of the Purchase Agreement, the Registration Rights
Agreement and all other documents it deems necessary and appropriate to
enter into this Joinder Agreement (the "Joinder Agreement"), and
acknowledges and agrees to (i) join and become a party to the Purchase
Agreement and the Registration Rights Agreement as indicated by its
signature below; (ii) be bound by all covenants, agreements,
representations, warranties and acknowledgments attributable to a
Guarantor in the Purchase Agreement and the Registration Rights Agreement
as if made by, and with respect to, each signatory hereto; and (iii)
perform all obligations and duties required of a Guarantor pursuant to the
Purchase Agreement and the Registration Rights Agreement.
(b) Each of the undersigned hereby represents and warrants to and
agrees with the Initial Purchasers that it has all the requisite corporate
power and authority to execute, deliver and perform its obligations under
this Joinder Agreement and that when this Joinder Agreement is executed
and delivered, it will constitute a valid and legally binding agreement
enforceable against each of the undersigned in accordance with its terms.
THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, AND THE
TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WHOLLY THEREIN.
Each of the Guarantors that is organized outside of the United
States hereby submits to the non-exclusive jurisdiction of the Federal and state
courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. Each such Guarantor irrevocably appoints Xxxxx North
America, Inc. as its authorized agent in the Borough of Manhattan in The City of
New York upon which process may be served in any suit or proceeding, and agrees
that service of process upon such agent shall be deemed in every respect
effective service of process upon such Guarantor, as the case may be, in any
such suit or proceeding.
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IN WITNESS WHEREOF, the undersigned has executed this agreement this
15th day of May, 2003.
MH HOLDINGS LIMITED
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President
XXXXX HOLDINGS U.S.A. INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: President and Chief Executive
Officer
XXXXX NORTH AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: Executive Vice President -
Office of the Chief Executive
XXXXX FINANCIAL INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President
THE XXXXXXX COMPANY
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President
LITHO INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: Chairman, President and
Chief Executive Officer
FRDK INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: Executive Vice President -
Office of the Chief Executive
X0.XXX INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President
PEAK TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: Executive Vice President -
Office of the Chief Executive
XXXXX XXXXXXX USA LLC
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
XXXXXXX TECHNICAL SERVICES, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
XXXXXXX HERITAGE, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
VISIBLE COMPUTER SUPPLY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
XXXXXXX FINANCIAL SERVICES, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
XXXXXX PACKAGING, CORP.
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
XXXXXXX INTEGRATED GRAPHICS, INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
STATE PRINTING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
COMMERCIAL PRESS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
XXXXX OFFSET, INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
W. E. XXXXXXX CO. INC.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: President and CEO
METRO PRINTING INCORPORATED
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
Chief Financial Officer
XXXXXXXXX RESERVE PRINTING COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: President and CEO,
CFO and Treasurer, Secretary
XXXXXX PRESS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxxx
Title: President and CEO,
CFO and Treasurer, Secretary
PRESSTAR PRINTING CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: President and CEO,
CFO and Treasurer, Secretary
THE XXXXX PRINTING COMPANY, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Title: President and CEO,
CFO and Treasurer Secretary
XXXXX BRASIL LTDA
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: Attorney
XXXXX INTERNATIONAL HUNGARY
FINANCIAL SERVICES LIMITED
LIABILITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: Attorney
XXXXX GROUP SERVICES BVBA
By: /s/ X. Xxxxxxx
----------------------------------------
Name: M. D. Halcrow
Title: Director
XXXXX BUSINESS FORMS HOLDINGS UK LIMITED
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Attorney
XXXXX BUSINESS FORMS LIMITED
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Attorney
XXXXX RESPONSE MARKETING LIMITED
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Attorney
XXXXX INTERNATIONAL BV
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: Managing Director
XXXXX RESPONSE MARKETING BV
By: /s/ Xxxxxx X. Xxxxxxx, III
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: Attorney
XXXXX IMS B.V.
By: /s/ Xxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxxx, III
Title: Attorney
XXXXX BELGIUM NV
By: /s/ X. Xxxxxxx
----------------------------------------
Name: M. D. Halcrow
Title: Director
XXXXX RESPONSE MARKETING NV
By: /s/ X. Xxxxxxx
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Name: M. D. Halcrow
Title: Director
