EX-4.8 25 file25.htm ASSUMPTION AGREEMENT


                                                               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, Clarke American Corp. (to be renamed Harland Clarke 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.

                                        JOHN H. HARLAND COMPANY


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        HARLAND CHECKS AND SERVICES, INC.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        SCANTRON CORPORATION


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        HARLAND FINANCIAL SOLUTIONS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary


                                        HFS CORE SYSTEMS, INC.


                                        By: /s/ Edward P. Taibi
                                            ------------------------------------
                                        Name:  Edward P. Taibi
                                        Title: Vice President and Assistant
                                               Secretary



                                        CENTRALIA HOLDING CORP.


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        JOHN H. HARLAND COMPANY OF PUERTO RICO


                                        By: /s/ Peter A. Fera, Jr.
                                            ------------------------------------
                                        Name:  Peter A. Fera, Jr.
                                        Title: Executive Vice President and
                                               Chief Financial Officer





                                        Acknowledged and accepted:


                                        CREDIT SUISSE, CAYMAN ISLANDS
                                        BRANCH, as Agent


                                        By: /s/ Robert Hetu
                                            ------------------------------------
                                        Name:  Robert Hetu
                                        Title: Managing Director


                                        By: /s/ Denise L. Alvarez
                                            ------------------------------------
                                        Name:  Denise L. Alvarez
                                        Title: Associate









                                                                         Annex 1

                          SUPPLEMENTAL SCHEDULES TO THE
                       GUARANTEE AND COLLATERAL AGREEMENT



                                                                   SCHEDULE I TO
                                                            ASSUMPTION AGREEMENT

                                   SCHEDULE I

1.   John H. Harland Company, a Georgia corporation (to be reorganized and
     renamed as Harland Clarke Corp., a Delaware corporation)

2.   Harland Checks and Services, Inc., a Georgia corporation

3.   Scantron Corporation, a Delaware corporation

4.   Harland Financial Solutions, Inc., an Oregon corporation

5.   HFS Core Systems, Inc., a Delaware corporation

6.   Centralia Holding Corp., a Georgia corporation

7.   John H. Harland Company of Puerto Rico, a Georgia corporation