Joinder Agreement to Purchase and Registration Rights Agreements by Additional Guarantors (Moore Corporation Limited et al.)

Summary

This agreement adds several companies as Guarantors to existing Purchase and Registration Rights Agreements related to the issuance and sale of 7-7/8% Senior Notes due 2011 by Moore North America Finance, Inc. The new Guarantors agree to be bound by all terms and obligations of the original agreements, including providing guarantees for the notes. The agreement is governed by New York law and includes provisions for legal jurisdiction and service of process for non-U.S. entities.

EX-4.7 10 y90023exv4w7.txt JOINDER AGREEMENT Exhibit 4.7 JOINDER AGREEMENT WHEREAS, Moore Corporation Limited ("Moore") and Moore North America Finance, Inc. ("Finance Inc."), and the Initial Purchasers named therein (the "Initial Purchasers") heretofore executed and delivered a Purchase Agreement ("Purchase Agreement"), dated March 11, 2003, providing for the issuance and sale by Finance Inc. of its 7-7/8% Senior Notes due 2011 (the "Notes") under an Indenture dated March 14, 2003, between Finance Inc. and Bank One, N.A., as trustee (the "Indenture"); WHEREAS, Moore, Finance Inc. and the Initial Purchasers named therein heretofore executed and delivered a Registration Rights Agreement (the "Registration Rights Agreement"), dated March 14, 2003, providing for the registration under the Securities Act of 1933, as amended, of the Notes; and WHEREAS, as a condition to the consummation of the offering of the Notes, the Guarantors (as defined in the Indenture) that were not originally party thereto have agreed to join in the Purchase Agreement and the Registration Rights Agreement upon the Release (as defined in the Indenture). NOW, THEREFORE, each Guarantor hereby agrees for the benefit of the Initial Purchasers, as follows: (a) Each of the undersigned hereby acknowledges that it has received and reviewed a copy of the Purchase Agreement, the Registration Rights Agreement and all other documents it deems necessary and appropriate to enter into this Joinder Agreement (the "Joinder Agreement"), and acknowledges and agrees to (i) join and become a party to the Purchase Agreement and the Registration Rights Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to a Guarantor in the Purchase Agreement and the Registration Rights Agreement as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Purchase Agreement and the Registration Rights Agreement. (b) Each of the undersigned hereby represents and warrants to and agrees with the Initial Purchasers that it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Joinder Agreement and that when this Joinder Agreement is executed and delivered, it will constitute a valid and legally binding agreement enforceable against each of the undersigned in accordance with its terms. THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN. Each of the Guarantors that is organized outside of the United States hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each such Guarantor irrevocably appoints Moore North America, Inc. as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any suit or proceeding, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon such Guarantor, as the case may be, in any such suit or proceeding. [remainder of the page intentionally left blank] IN WITNESS WHEREOF, the undersigned has executed this agreement this 15th day of May, 2003. MH HOLDINGS LIMITED By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President MOORE HOLDINGS U.S.A. INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and Chief Executive Officer MOORE NORTH AMERICA, INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Executive Vice President - Office of the Chief Executive MOORE FINANCIAL INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President THE NIELSEN COMPANY By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President LITHO INDUSTRIES, INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Chairman, President and Chief Executive Officer FRDK INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Executive Vice President - Office of the Chief Executive G2.COM INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President PEAK TECHNOLOGIES, INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Executive Vice President - Office of the Chief Executive MOORE WALLACE USA LLC By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO WALLACE TECHNICAL SERVICES, L.L.C. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO WALLACE HERITAGE, L.L.C. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO VISIBLE COMPUTER SUPPLY CORPORATION By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO WALLACE FINANCIAL SERVICES, L.L.C. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO THOMAS PACKAGING, CORP. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO WALLACE INTEGRATED GRAPHICS, INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO STATE PRINTING COMPANY, INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO COMMERCIAL PRESS, INCORPORATED By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO BRUCE OFFSET, INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO W. E. ANDREWS CO. INC. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: President and CEO METRO PRINTING INCORPORATED By: /s/ Mark S. Hiltwein ---------------------------------------- Name: Mark S. Hiltwein Title: Executive Vice President Chief Financial Officer CARPENTER RESERVE PRINTING COMPANY By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President and CEO, CFO and Treasurer, Secretary HARVEY PRESS, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President and CEO, CFO and Treasurer, Secretary PRESSTAR PRINTING CORPORATION By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President and CEO, CFO and Treasurer, Secretary THE STEIN PRINTING COMPANY, INC. By: /s/ Theodore J. Theophilos ---------------------------------------- Name: Theodore J. Theophilos Title: President and CEO, CFO and Treasurer Secretary MOORE BRASIL LTDA By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Attorney MOORE INTERNATIONAL HUNGARY FINANCIAL SERVICES LIMITED LIABILITY COMPANY By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Attorney MOORE GROUP SERVICES BVBA By: /s/ M. Halcrow ---------------------------------------- Name: M. D. Halcrow Title: Director MOORE BUSINESS FORMS HOLDINGS UK LIMITED By: /s/ Mark S. Hiltwein ---------------------------------------- Name: Mark S. Hiltwein Title: Attorney MOORE BUSINESS FORMS LIMITED By: /s/ Mark S. Hiltwein ---------------------------------------- Name: Mark S. Hiltwein Title: Attorney MOORE RESPONSE MARKETING LIMITED By: /s/ Mark S. Hiltwein ---------------------------------------- Name: Mark S. Hiltwein Title: Attorney MOORE INTERNATIONAL BV By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Managing Director MOORE RESPONSE MARKETING BV By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Attorney MOORE IMS B.V. By: /s/ Thomas J. Quinlan, III ---------------------------------------- Name: Thomas J. Quinlan, III Title: Attorney MOORE BELGIUM NV By: /s/ M. Halcrow ---------------------------------------- Name: M. D. Halcrow Title: Director MOORE RESPONSE MARKETING NV By: /s/ M. Halcrow ---------------------------------------- Name: M. D. Halcrow Title: Director