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 Xxxxxx American Corp. (to be renamed Xxxxxxx Xxxxxx 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.
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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.
XXXX X. XXXXXXX COMPANY
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, General
Counsel and Secretary
XXXXXXX CHECKS AND SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, General
Counsel and Secretary
SCANTRON CORPORATION
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Assistant
Secretary
XXXXXXX FINANCIAL SOLUTIONS, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Assistant
Secretary
HFS CORE SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Assistant
Secretary
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Acknowledged and accepted:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Agent
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Associate
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SCHEDULE I
1. Xxxx X. Xxxxxxx Company, a Georgia corporation (to be reorganized and
renamed Xxxxxxx Xxxxxx Corp., a Delaware corporation)
2. Xxxxxxx Checks and Services, Inc., a Georgia corporation
3. Scantron Corporation, a Delaware corporation
4. Xxxxxxx Financial Solutions, Inc., an Oregon corporation
5. HFS Core Systems, Inc., a Delaware corporation
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