EXECUTION VERSION
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT dated as of May 1, 2007, made by the parties listed on
Schedule I hereto (each an "Additional Grantor"), in favor of Credit Suisse,
Cayman Islands Branch ("Credit Suisse"), as administrative agent and collateral
agent (in such capacities and together with its successors, the "Agent") for (i)
the banks and other financial institutions and entities (the "Lenders") parties
to the Credit Agreement referred to below, and (ii) the other Secured Parties
(as defined in the Guarantee and Collateral Agreement (as hereinafter defined)).
All capitalized terms not defined herein shall have the meaning ascribed to them
in such Credit Agreement.
WITNESSETH:
WHEREAS, Xxxxxx American Corp. (to be renamed Xxxxxxx Xxxxxx Holdings
Corp.), a Delaware corporation (the "Borrower"), certain Subsidiaries of the
Borrower from time to time party thereto (each a "Subsidiary Co-Borrower"), the
Lenders from time to time party thereto, and Credit Suisse, as Agent, have
entered into a Credit Agreement dated as of April 4, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower and certain
of its Subsidiaries (including the Subsidiary Co-Borrowers) have entered into
that certain Guarantee and Collateral Agreement dated as of May 1, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Guarantee and Collateral Agreement") in favor of the Collateral Agent for the
benefit of the Secured Parties;
WHEREAS, the Credit Agreement requires each Additional Grantor to become a
party to the Guarantee and Collateral Agreement; and
WHEREAS, each Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering
this Assumption Agreement, each Additional Grantor, as provided in Section 8.14
of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder. The information set forth in Annex 1 hereto
is hereby added to the information set forth in the Schedules to the Guarantee
and Collateral Agreement. Each Additional Grantor hereby represents and warrants
that each of the representations and warranties contained in Section 4 of the
Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to
be duly executed and delivered as of the date first above written.
XXXX X. XXXXXXX COMPANY
By: /s/ Xxxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX CHECKS AND SERVICES, INC.
By: /s/ Xxxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Executive Vice President and
Chief Financial Officer
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
CENTRALIA HOLDING CORP.
By: /s/ Xxxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Executive Vice President and
Chief Financial Officer
XXXX X. XXXXXXX COMPANY OF PUERTO RICO
By: /s/ Xxxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Executive Vice President and
Chief Financial Officer
Acknowledged and accepted:
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as Agent
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Managing Director
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Associate
Annex 1
SUPPLEMENTAL SCHEDULES TO THE
GUARANTEE AND COLLATERAL AGREEMENT
SCHEDULE I TO
ASSUMPTION AGREEMENT
SCHEDULE I
1. Xxxx X. Xxxxxxx Company, a Georgia corporation (to be reorganized and
renamed as 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
6. Centralia Holding Corp., a Georgia corporation
7. Xxxx X. Xxxxxxx Company of Puerto Rico, a Georgia corporation
