SUPPLEMENTAL INDENTURE
Exhibit 4.11
This Supplemental Indenture, dated as of July 30, 2012 (this “Supplemental Indenture”), among OrangeSoda, Inc., a Nevada corporation (the “Guarantor”), Deluxe Corporation (together with its successors and assigns, the “Company”), each other Subsidiary Guarantor listed on the signature pages hereto (collectively, the “Existing Guarantors”) and U.S. Bank National Association, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 15, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 7.00% Senior Notes due 2019 of the Company (the “Securities”);
WHEREAS, Section 3.7 of the Indenture provides that under certain circumstances the Company is required to cause each Restricted Subsidiary that Guarantees any Indebtedness of the Company to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, the full and punctual payment of the principal of, premium, if any, and interest on the Securities and all other monetary obligations of the Company under the Indenture; and
WHEREAS, pursuant to Section 10.1 of the Indenture, the Trustee, the Company, the Existing Guarantors and the Guarantor are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement to be Bound. The Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture, including, but not limited to Article XI thereof.
ARTICLE III
Miscellaneous
SECTION 3.1 Notices. All notices and other communications to the Guarantor shall be given as provided in this Supplemental Indenture to the Guarantor, c/o Deluxe Corporation, pursuant to Section 12.2 of the Indenture, with a copy to the Company as provided in the Indenture for notices to the Company.
SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
SECTION 3.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 3.4 Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
SECTION 3.5 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
SECTION 3.6 Headings. The headings of the Articles and the Sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
SECTION 3.7 Trustee. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Guarantor and not of the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first above written.
ORANGESODA, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxx Xxxxxxx
Name: | Xxxx Xxxxxxx |
Title: | Assistant Treasurer |
DELUXE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
CUSTOM DIRECT, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
CUSTOM DIRECT LLC,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
DELUXE BUSINESS OPERATIONS, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
[Signature Page 1 of 4 to Supplemental Indenture to 2011 Indenture]
DELUXE ENTERPRISE OPERATIONS, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
DELUXE FINANCIAL SERVICES, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
DELUXE MANUFACTURING OPERATIONS, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
DELUXE SMALL BUSINESS SALES, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
XXXXXXXXX.XXX INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
[Signature Page 2 of 4 to Supplemental Indenture to 2011 Indenture]
SAFEGUARD BUSINESS SYSTEMS, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
SAFEGUARD HOLDINGS, INC.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: | Vice President and Treasurer |
[Signature Page 3 of 4 to Supplemental Indenture to 2011 Indenture]
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxx
Title: | Vice President |
[Signature Page 4 of 4 to Supplemental Indenture to 2011 Indenture]
