MFW » Topics » INDENTURE

This excerpt taken from the MFW 8-K filed May 2, 2007.

INDENTURE

General.  The Senior Notes were issued pursuant to an Indenture, dated as of May 1, 2007, by and among Clarke American, the Co-Issuers and Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (the “Indenture”). The holders of the Senior Notes will have certain registration rights pursuant to the Registration Rights Agreement (as defined below).

This summary does not purport to be complete and is qualified in its entirety by reference to the Indenture and the Senior Notes, which M & F Worldwide is required to file as exhibits to its next periodic report for the fiscal quarter ending June 30, 2007. Interested parties should read those agreements in their entirety.

Maturity Date and Interest Rate.  The Senior Notes will mature on May 15, 2015.  The Fixed Rate Notes bear interest at a rate per annum of 9.50%, payable on May 15 and November 15 of each year, commencing on November 15, 2007.  The Floating Rate Notes bear interest at a rate per annum equal to the Applicable LIBOR Rate (as defined in the Indenture) plus 475 basis points, payable on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2007.  

Guarantees.  The Senior Notes are guaranteed fully and unconditionally, jointly and severally by all of Clarke American’s domestic subsidiaries, all of which are 100% owned by it, and are co-issued by many of its domestic subsidiaries.

Ranking.  The Senior Notes and the Guarantees are Clarke American’s, the Co-Issuers’ and the Guarantors’ unsecured senior obligations.  Such obligations will rank equally with all of Clarke American’s, the Co-Issuers’ and the Guarantors’ existing and future senior unsecured indebtedness, and senior to all of Clarke American’s, the Co-Issuers’ and the Guarantors’ future subordinated indebtedness. The Senior Notes will be effectively subordinated to all of Clarke American’s, the Co-Issuers’ and the Guarantors’ existing and future secured indebtedness, to the extent of the collateral securing such indebtedness, including outstanding borrowings under the Credit Agreement (as defined below).






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