Exhibit 4.6
GUARANTY
From and after the date of the Release, each of the undersigned
identified on Schedule I hereto (the "Guarantors") hereby jointly and severally
unconditionally guarantees by this guaranty instrument (the "Guaranty"),
pursuant to Section 10.02 of the Indenture (as defined below) to the extent set
forth therein, dated as of March 14, 2003, by and among ▇▇▇▇▇ North America
Finance Inc., a Delaware corporation, as issuer (the "Company"), the Guarantors,
as guarantors, and Bank One, N.A., as Trustee (as amended, restated or
supplemented from time to time, the "Indenture"), and subject to the provisions
of the Indenture, (a) the due and punctual payment of the principal of, and
premium, if any, and interest on the Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on overdue principal of, and premium and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Guaranty and the Indenture are expressly set forth in Article
Ten of the Indenture, and reference is hereby made to the Indenture for the
precise terms and limitations of this Guaranty. Each Holder of the Note to which
this Guaranty is endorsed, by accepting such Note, agrees to and shall be bound
by such provisions.
Each Guaranty will be limited to an amount not to exceed the maximum
amount that can be guaranteed by such Guarantor after giving effect to all of
its other contingent and fixed liabilities without rendering such Guaranty, as
it relates to such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.
Notwithstanding anything to the contrary contained herein, in the
Indenture or any other document entered into in connection therewith, the
maximum liability of each Guarantor organized (or incorporated) under the laws
of Belgium, England or the Netherlands (for purposes of this Guaranty, each such
Guarantor, a "European Guarantor") hereunder shall be limited to an amount not
to exceed the maximum amount that can be guaranteed by such European Guarantor,
after giving effect to all of its other contingent and fixed liabilities without
rendering this Guaranty, as it relates to such European Guarantor, a fraudulent
conveyance, which for the purposes hereof shall include the meaning that any or
all payments when called upon under this Guaranty as so limited shall not cause
the net assets of such European Guarantor to fall below the minimum amount
required under Article 333 (in case of ▇▇▇▇▇ Group Services B.V.B.A.) or Article
439 (in case of each of ▇▇▇▇▇ Belgium N.V. and ▇▇▇▇▇ Response
Marketing N.V.) of the Belgium Company Code, or article 2:178 in conjunction
with article 2:373 of the Dutch Civil Code (Burgelijk Wetboek), as the case may
be, or in the case of a European Guarantor incorporated under the laws of
England, shall not cause the value of such European Guarantor's assets to be
less than the amount of its liabilities.
For the avoidance of doubt, this Guaranty shall be construed in
accordance with and governed by the laws of the State of New York; without
giving effect to the principles of conflicts of laws thereof.
[Schedule I follows]
SCHEDULE I
▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated
MH Holdings Limited
▇▇▇▇▇ Holdings U.S.A. Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc.
▇▇▇▇▇ Financial Inc.
The ▇▇▇▇▇▇▇ Company
Litho Industries, Inc.
FRDK Inc.
▇▇.▇▇▇ Inc.
Peak Technologies, Inc.
▇▇▇▇▇▇▇ Technical Services, LLC
▇▇▇▇▇▇▇ Heritage, LLC
Visible Computer Supply Corporation
▇▇▇▇▇▇▇ Financial Services, LLC
▇▇▇▇▇▇ Packaging, Corp.
▇▇▇▇▇▇▇ Integrated Graphics, Inc.
State Printing Company, Inc.
Commercial Press, Incorporated
▇▇▇▇▇ Offset, Inc.
W. E. ▇▇▇▇▇▇▇ Co. Inc.
Metro Printing Incorporated
▇▇▇▇▇▇▇▇▇ Reserve Printing Company
▇▇▇▇▇▇ Press, Inc.
Presstar Printing Corporation
The ▇▇▇▇▇ Printing Company, Inc.
▇▇▇▇▇ Brasil Ltda
▇▇▇▇▇ International Hungary Financial Services Limited Liability Company
▇▇▇▇▇ Group Services B.V.B.A.
▇▇▇▇▇ Business Forms Holdings UK Limited
▇▇▇▇▇ Business Forms Limited
▇▇▇▇▇ Response Marketing Limited
▇▇▇▇▇ International B.V.
▇▇▇▇▇ Response Marketing B.V.
▇▇▇▇▇ IMS B.V.
▇▇▇▇▇ Belgium N.V.
▇▇▇▇▇ Response Marketing N.V.
[Signatures on Following Pages]
IN WITNESS WHEREOF, each of the Guarantors has caused this Guaranty
to be signed by a duly authorized officer as of September 18, 2003.
▇▇▇▇▇ ▇▇▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
MH HOLDINGS LIMITED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ HOLDINGS U.S.A. INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇ NORTH AMERICA, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ FINANCIAL INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
THE ▇▇▇▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
LITHO INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
FRDK INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇.▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
PEAK TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇ TECHNICAL SERVICES, L.L.C.
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc., its
sole member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
▇▇▇▇▇▇▇ HERITAGE, L.L.C.
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc., its
sole member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
VISIBLE COMPUTER SUPPLY CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇ FINANCIAL SERVICES, L.L.C.
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇ North America, Inc., its
sole member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: EVP - Business & Legal
Affairs and Secretary
▇▇▇▇▇▇ PACKAGING, CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇ INTEGRATED GRAPHICS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
STATE PRINTING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
COMMERCIAL PRESS, INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇ OFFSET, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
W. E. ▇▇▇▇▇▇▇ CO. INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
METRO PRINTING INCORPORATED
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Business & Legal Affairs and
Secretary
▇▇▇▇▇▇▇▇▇ RESERVE PRINTING COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
▇▇▇▇▇▇ PRESS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
PRESSTAR PRINTING CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
THE ▇▇▇▇▇ PRINTING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive
Officer, Chief Financial Officer
and Secretary
▇▇▇▇▇ BRASIL LTDA
By: /s/ Gastao ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
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Name: Gastao ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇
Title: Director
▇▇▇▇▇ INTERNATIONAL HUNGARY FINANCIAL SERVICES
LIMITED LIABILITY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇ GROUP SERVICES BVBA
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
▇▇▇▇▇ BUSINESS FORMS HOLDINGS UK LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇ BUSINESS FORMS LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇ RESPONSE MARKETING LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇ INTERNATIONAL BV
By: /s/ J.V.E. ▇▇▇▇▇▇
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Name: J.V.E. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ H.P.F. Von Aesch
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Name: H.P.F. Von Aesch
Title: Managing Director
▇▇▇▇▇ RESPONSE MARKETING BV
By: /s/ I.E.A. Schalley
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Name: I.E.A. Schalley
Title: Managing Director
▇▇▇▇▇ IMS B.V.
By: /s/ I.E.A. Schalley
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Name: I.E.A. Schalley
Title: Managing Director
▇▇▇▇▇ BELGIUM NV
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
▇▇▇▇▇ RESPONSE MARKETING NV
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
