Guaranty Agreement among Moore North America Finance Inc., Guarantors, and Bank One, N.A. (Indenture Dated March 14, 2003)

Summary

This Guaranty Agreement, effective September 18, 2003, is made by multiple affiliated companies (the Guarantors) in favor of the holders of certain notes and Bank One, N.A., as Trustee, under an Indenture with Moore North America Finance Inc. The Guarantors jointly and unconditionally guarantee payment of principal, interest, and other obligations on the notes if the issuer defaults, subject to certain legal limitations. The agreement is governed by New York law and includes specific limitations for European Guarantors to comply with local legal requirements.

EX-4.6 9 y90023exv4w6.txt GUARANTY 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 Moore 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 Moore Group Services B.V.B.A.) or Article 439 (in case of each of Moore Belgium N.V. and Moore 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 Moore Wallace Incorporated MH Holdings Limited Moore Holdings U.S.A. Inc. Moore Wallace North America, Inc. Moore Financial Inc. The Nielsen Company Litho Industries, Inc. FRDK Inc. G2.com Inc. Peak Technologies, Inc. Wallace Technical Services, LLC Wallace Heritage, LLC Visible Computer Supply Corporation Wallace Financial Services, LLC Thomas Packaging, Corp. Wallace Integrated Graphics, Inc. State Printing Company, Inc. Commercial Press, Incorporated Bruce Offset, Inc. W. E. Andrews Co. Inc. Metro Printing Incorporated Carpenter Reserve Printing Company Harvey Press, Inc. Presstar Printing Corporation The Stein Printing Company, Inc. Moore Brasil Ltda Moore International Hungary Financial Services Limited Liability Company Moore Group Services B.V.B.A. Moore Business Forms Holdings UK Limited Moore Business Forms Limited Moore Response Marketing Limited Moore International B.V. Moore Response Marketing B.V. Moore IMS B.V. Moore Belgium N.V. Moore 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. MOORE WALLACE INCORPORATED By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: EVP - Business & Legal Affairs and Secretary MH HOLDINGS LIMITED By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary MOORE HOLDINGS U.S.A. INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary MOORE WALLACE NORTH AMERICA, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary MOORE FINANCIAL INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary THE NIELSEN COMPANY By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary LITHO INDUSTRIES, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary FRDK INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary G2.COM INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary PEAK TECHNOLOGIES, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary WALLACE TECHNICAL SERVICES, L.L.C. By: Moore Wallace North America, Inc., its sole member By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: EVP - Business & Legal Affairs and Secretary WALLACE HERITAGE, L.L.C. By: Moore Wallace North America, Inc., its sole member By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: EVP - Business & Legal Affairs and Secretary VISIBLE COMPUTER SUPPLY CORPORATION By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary WALLACE FINANCIAL SERVICES, L.L.C. By: Moore Wallace North America, Inc., its sole member By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: EVP - Business & Legal Affairs and Secretary THOMAS PACKAGING, CORP. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary WALLACE INTEGRATED GRAPHICS, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary STATE PRINTING COMPANY, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary COMMERCIAL PRESS, INCORPORATED By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary BRUCE OFFSET, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary W. E. ANDREWS CO. INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary METRO PRINTING INCORPORATED By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Executive Vice President - Business & Legal Affairs and Secretary CARPENTER RESERVE PRINTING COMPANY By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President, Chief Executive Officer, Chief Financial Officer and Secretary HARVEY PRESS, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President, Chief Executive Officer, Chief Financial Officer and Secretary PRESSTAR PRINTING CORPORATION By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President, Chief Executive Officer, Chief Financial Officer and Secretary THE STEIN PRINTING COMPANY, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President, Chief Executive Officer, Chief Financial Officer and Secretary MOORE BRASIL LTDA By: /s/ Gastao Luis Raposo de Magalhaes ---------------------------------------- Name: Gastao Luis Raposo de Magalhaes Title: Director MOORE INTERNATIONAL HUNGARY FINANCIAL SERVICES LIMITED LIABILITY COMPANY By: /s/ Laszlo Matyas ---------------------------------------- Name: Laszlo Matyas Title: Managing Director By: /s/ Gyorgy Herczku ---------------------------------------- Name: Gyorgy Herczku Title: Managing Director MOORE GROUP SERVICES BVBA By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Authorized Officer MOORE BUSINESS FORMS HOLDINGS UK LIMITED By: /s/ Martyn Dadds ---------------------------------------- Name: Martyn Dadds Title: Director MOORE BUSINESS FORMS LIMITED By: /s/ Martyn Dadds ---------------------------------------- Name: Martyn Dadds Title: Director MOORE RESPONSE MARKETING LIMITED By: /s/ Martyn Dadds ---------------------------------------- Name: Martyn Dadds Title: Director MOORE INTERNATIONAL BV By: /s/ J.V.E. Laurie ---------------------------------------- Name: J.V.E. Laurie Title: Managing Director By: /s/ H.P.F. Von Aesch ---------------------------------------- Name: H.P.F. Von Aesch Title: Managing Director MOORE RESPONSE MARKETING BV By: /s/ I.E.A. Schalley ---------------------------------------- Name: I.E.A. Schalley Title: Managing Director MOORE IMS B.V. By: /s/ I.E.A. Schalley ---------------------------------------- Name: I.E.A. Schalley Title: Managing Director MOORE BELGIUM NV By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Authorized Officer MOORE RESPONSE MARKETING NV By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: Authorized Officer