Exhibit 4.1 Waiver and Amendment to Credit Agreement dated as of
September 30, 1996, among American Bank Note Company and
American Bank Note Holographics, Inc., American Banknote
Corporation and The Chase Manhattan Bank (formerly,
Chemical Bank), as Agent.
WAIVER AND AMENDMENT TO CREDIT AGREEMENT
WAIVER AND AMENDMENT TO CREDIT AGREEMENT dated as of
September 30, 1996 (this "Waiver and Amendment") among American
Bank Note Company, a New York corporation ("ABN"), American Bank
Note Holographics, Inc., a Delaware corporation (together with ABN,
the "Borrowers"), American Banknote Corporation, a Delaware
corporation ("ABNC"), the Guarantors (the "Guarantors") named in
the Credit Agreement (as hereinafter defined), ABN Security
Systems, Inc., a New York corporation ("ABNS"), the lenders (the
"Lenders") named in Schedule 2.01 to the Credit Agreement and The
Chase Manhattan Bank (formerly known as Chemical Bank), a New York
banking corporation, as agent (in such capacity, the "Agent") for
the Lenders.
WHEREAS, the Borrowers, ABNC, the Guarantors, the Lenders
and the Agent are party to the Credit Agreement dated as of January
29, 1996 (as amended, modified or supplemented from time to time in
accordance with its terms, the "Credit Agreement");
WHEREAS, ABN owns all of the outstanding capital stock of
ABNS, and ABNS is listed on Schedule 4.15 to the Credit Agreement
as an "inactive subsidiary" of ABNC;
WHEREAS, pursuant to an Assignment and Assumption of
Lease dated February 12, 1996 (the "Assignment") between ABNS and
AM Industries, Inc., a Tennessee corporation ("Assignor"), ABNS
acquired all of Assignor's right, title and interest in, and
assumed all of Assignor's obligations under, a Lease dated February
14, 1994 with Maury County, Tennessee, as lessor, for a building in
Maury County, Tennessee (the "Lease");
WHEREAS, in connection with the Assignment, ABNS executed
and delivered an Installment Note in the principal amount of
$50,000 payable to the order of Assignor (the "Installment Note"),
in payment of certain leasehold improvements made by Assignor at
the leased premises;
WHEREAS, in connection with the Assignment, ABN executed
and delivered a Guarantee for Assignor's benefit (the "Guarantee")
of the performance by ABNS of its obligations under the Assignment
(including its obligations under the Installment Note) and material
compliance by ABNS with the terms of the Lease; and
WHEREAS, the Borrowers have requested that the Required
Lenders amend and waive certain provisions of the Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. Defined Terms. Unless otherwise specifically defined
herein, all capitalized terms used herein shall have the respective
meanings ascribed to such terms in the Credit Agreement.
2. Amendments to Credit Agreement. Subject to the
conditions as to effectiveness set forth in Paragraph 5 of this
Waiver and Amendment, the Credit Agreement is hereby amended as
follows:
(a) ABNS shall be added to the Credit Agreement
as a "Guarantor" as such term is defined in the Credit Agreement.
ABNS by its execution and delivery of this Waiver and Amendment,
agrees to be bound by all of the terms and provisions of the Credit
Agreement applicable to Guarantors.
(b) Schedule 4.15 to the Credit Agreement is
amended as follows:
(i) by deleting the subsidiary named "ABN
Securities System, Inc." set forth as the fourth subsidiary under
the caption "Inactive Subsidiaries" on page 5 thereof;
(ii) by adding the following at the end of
page 1 thereof:
"ABN Security Systems, Inc. 100% New York"
and
(iii) By adding at the end of page two thereof
the information set forth on Schedule A attached hereto.
(c) Schedule 7.03 to the Credit Agreement is
amended by adding at the end thereof new paragraphs III, IV and V
as follows:
"III. The Indentures and the Senior Notes.
IV. The Installment Note dated February 15,
1996 executed by ABNS Security Systems, Inc., a New York
corporation ("ABNS"), in the principal amount of $50,000 payable
to the order of AM Industries, Inc., a Tennessee corporation ("AM
Industries").
V. Guarantee executed by ABN in favor of AM
Industries in connection with the Assignment and Assumption of
Lease dated February 12, 1996 between ABNS and AM Industries."
(d) Section 7.06(f) of the Credit Agreement is
amended by deleting the semicolon at the end thereof and adding the
following:
", except as set forth on Schedule 7.06 annexed hereto."
(e) A new Schedule 7.06, which reads as Schedule
7.06 annexed hereto, is added to and made a part of the Credit
Agreement.
3. Waivers to Credit Agreement. Subject to the
conditions as to effectiveness set forth in Paragraph 5 of this
Waiver and Amendment, compliance with the following covenants under
the Credit Agreement and the following Defaults or Events of
Defaults (as the case may be) are hereby waived:
(a) Notwithstanding the provisions of Section
6.12 of the Credit Agreement to the contrary, so long as ABNS
complies with paragraph 6 hereof, ABNS need not execute the
Security Documents and pledge its accounts receivable and
inventory, together with all proceeds and products thereof,
pursuant to the Security Agreement.
(b) The Agent and the Lenders hereby waive any
existing Default or Event of Default which occurred solely because
ABNS executed and delivered the Installment Note.
(c) The Agent and the Lenders hereby waive any
existing Default or Event of Default which occurred solely because
ABN executed and delivered the Guaranty.
(d) The Agent and the Lenders hereby waive any
existing Default or Event of Default which occurred solely because
of ABN's advances or capital contributions to ABNS, solely for
monies owed by ABNS under the Assignment, the Lease and the
Installment Note.
(e) The Agent and the Lenders hereby waive any
existing Default or Event of Default which occurred solely because
of the Borrowers' failure to give the Agent written notice of the
Defaults or Events of Default described in subparagraphs (b), (c)
and (d) of this Paragraph 3 as required by Section 6.06(c) of the
Credit Agreement.
4. Representations and Warranties. Each of the
Borrowers hereby jointly and severally represents and warrants as
of the date hereof, after giving effect to the amendments and
waivers set forth in Paragraphs 2 and 3 of this Amendment
(including, without limitation, the inclusion of ABNS in the term
"Loan Party"), as follows (which representations and warranties
shall survive the execution and delivery of this Amendment and
Waiver):
(a) All representations and warranties contained
in the Credit Agreement and each of the other Loan Documents are
true and correct as of the date hereof with the same force and
effect as if made on such date (except to the extent that any such
representation or warranty relates expressly to an earlier date).
(b) Each of the Loan Parties has the power to
execute, deliver and carry out the terms and provisions of this
Waiver and Amendment.
(c) This Waiver and Amendment has been duly
executed and delivered and constitutes the legal, valid and binding
obligation of each Loan Party, and is enforceable in accordance
with its terms.
(d) No event has occurred and is continuing which
constitutes or would constitute, with the giving of notice or the
lapse of time or both, a Default or an Event of Default under the
Credit Agreement.
5. Conditions Precedent. Notwithstanding any term or
provision of this Waiver and Amendment to the contrary, Paragraphs
2 and 3 hereof shall not become effective until the Agent shall
have determined that each of the following conditions precedent
shall have been satisfied:
(a) All required corporate actions in connection
with the execution and delivery of this Waiver and Amendment shall
have been taken, and each shall be satisfactory in form and
substance to the Agent, and the Agent shall have received all
information and copies of all documents, including, without
limitation, records of requisite corporate action that the Agent
may reasonably request, to be certified by the appropriate
corporate person or government authorities.
(b) All fees, costs and expenses of the Agent in
connection with this Waiver and Amendment, including, without
limitation, reasonable fees, costs and expenses of counsel to the
Agent, shall have been paid in full to the persons entitled thereto
in immediately available funds.
(c) All representations and warranties made by
the Borrowers contained in Paragraph 4 hereof shall be true and
correct with the same effect as though such representations and
warranties had been made on the date of effectiveness of the
amendments and waivers contained in this Waiver and Amendment after
giving effect to such amendments and waivers (unless any such
representation or warranty speaks expressly to an earlier date).
(d) Counterparts of this Waiver and Amendment
shall have been duly executed and delivered on behalf of the
Borrowers, ABNC, the Guarantors, ABNS, the Lenders and the Agent.
(e) The Agent shall have received a copy of each
of the Assignment, the Lease and the Installment Note, in each case
certified by the Secretary of ABN as a true and correct copy.
6. Activities of ABNS. Each of the Borrowers represents,
warrants, confirms, covenants and agrees that during the period
from January 29, 1996 through and including the date of this Waiver
and Amendment ABNS has not, and so long as the Credit Agreement
shall remain in effect or the principal of or interest on any Note,
any amount under any Letter of Credit, or any fee, expense or other
Obligation payable under the Credit Agreement or in connection with
any of the Transactions shall be unpaid, it will not cause or
permit ABNS to, engage in any transactions, business or other
actions or enter into any contracts, instruments or other
agreements other than the transactions and agreements and
instruments referenced in this Waiver and Amendment.
7. References to Credit Agreements. The term
"Agreement", "hereof", "herein" and similar terms as used in the
Credit Agreement, and references in the other Loan Documents to the
Credit Agreement, shall mean and refer to, from and after the
effective date of the amendments contained herein as determined in
accordance with Paragraph 5 hereof, the Credit Agreement as amended
by this Waiver and Amendment.
8. Continued Effectiveness. Except for the
specific waivers set forth in Paragraph 3 hereof, nothing herein
shall be deemed to be a waiver of any covenant or agreement
contained in, or any Default or Event of Default under, the Credit
Agreement, and each of the parties hereto agrees that, as amended
by this Waiver and Amendment, all of the covenants and agreements
and other provisions contained in the Credit Agreement and the
other Loan Documents are hereby ratified and confirmed in all
respects and shall remain in full force and effect from and after
the date of this Waiver and Amendment.
9. Counterparts. This Waiver and Amendment may
be executed in two or more counterparts, each of which shall be an
original, and all of which, taken together, shall constitute a
single instrument. Delivery of an executed counterpart of a
signature page to this Waiver and Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this
Waiver and Amendment.
10. Governing Law. This Waiver and Amendment shall be
construed in accordance with and governed by the laws of the State
of New York (other than the conflicts of laws principles thereof).
IN WITNESS WHEREOF, the parties hereto have caused this
Waiver and Amendment to be duly executed by their respective
officers thereunto duly authorized as of the day and year first
above written.
AMERICAN BANK NOTE COMPANY, as
a Borrower and Guarantor
By: S / ▇▇▇▇ ▇.▇. Urban
Name: ▇▇▇▇ ▇.▇. Urban
Title: VP & Treasurer
AMERICAN BANK NOTE HOLOGRAPHICS, INC., as
a Borrower and Guarantor
By: S / ▇▇▇▇ ▇.▇. Urban
Name: ▇▇▇▇ ▇.▇. Urban
Title: VP & Treasurer
AMERICAN BANKNOTE CORPORATION
By: S / ▇▇▇▇ ▇.▇. Urban
Name: ▇▇▇▇ ▇.▇. Urban
Title: VP & Treasurer
UNITED STATES BANKNOTE COMPANY L.P., as
a Guarantor
By: AMERICAN BANK NOTE COMPANY, its general
partner
By: S / ▇▇▇▇ ▇.▇. Urban
Name: ▇▇▇▇ ▇.▇. Urban
Title: VP & Treasurer
HORSHAM HOLDING COMPANY, INC., as
a Guarantor
By: S / ▇▇▇▇ ▇. ▇. Urban
Name: ▇▇▇▇ ▇.▇. Urban
Title: VP & Treasurer
ABN SECURITY SYSTEMS, INC., as a Guarantor
By: S / ▇▇▇▇ ▇. ▇. Urban
Name: ▇▇▇▇ ▇.▇. Urban
Title: VP & Treasurer
THE CHASE MANHATTAN BANK (formerly known
as Chemical Bank), as Agent and a Lender
By: S / ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Schedule 7.06
ABN's investments in the stock of ABN Security Systems,
Inc., a New York corporation ("ABNS"), solely to fund monies owed
by ABNS under (a) the Assignment and Assumption of Lease dated
February 12, 1996 between ABNS and AM Industries, Inc., a Tennessee
corporation ("AM Industries"), (b) the corresponding Lease dated
February 14, 1994 with Maury County, Tennessee, as lessor, and (c)
the Installment Note executed by ABNS dated February 15, 1996
payable to the order of AM Industries.
SCHEDULE A
Stock Issuer ABN Security Systems, Inc.
ABNC Ownership of Capital Stock 100%
(Direct/Indirect)
Jurisdiction of Incorp New York
Class of Stock Common
Par Value $1.00
Stock Certificate No. 4(1)
Number of Shares 400,000
Percentage of All Capital Stock 100%
Oustanding
