EXHIBIT 10.1(1)
TWELFTH AMENDMENT
TWELFTH AMENDMENT, dated as of May 8, 1997 (this "Amendment"), to the
Credit Agreement, dated as of February 23, 1993 (as amended from time to time
prior to the date hereof, the "Credit Agreement"), among Consolidated Cigar
Corporation (individually and as successor by merger to Consolidated Cigar
Acquisition Corporation, the "Company"), Congar Newco Inc. ("Congar Newco"),
the financial institutions from time to time parties thereto (the "Banks") and
The Chase Manhattan Bank, as agent (in such capacity, the "Agent").
W I T N E S S E T H :
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WHEREAS, each of the Company and Congar Newco is a party to the Credit
Agreement;
WHEREAS, each of the Company and Congar Newco has requested that the
Banks amend the Credit Agreement as more fully set forth herein;
WHEREAS, the Banks parties hereto and the Agent are willing to consent
to such amendments only upon the terms, and subject to the conditions, set
forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company, Congar Newco, the Banks parties hereto
and the Agent hereby agree as follows:
1. Definitions. All terms defined in the Credit Agreement shall have
such defined meanings when used herein unless otherwise defined herein.
2. Amendment to Section 9.07--Guarantees. Paragraph (g) of Section
9.07 of the Credit Agreement is hereby amended by replacing the amount
$2,500,000 contained therein with the amount $10,000,000.
3. Amendment to Section 9.08--Investments. Paragraph (h) of Section
9.08 of the Credit Agreement is hereby amended by replacing the amount
$2,500,000 contained therein with the amount $10,000,000.
4. Amendment to Section 9.11--Capital Expenditures. Section 9.11 of
the Credit Agreement is hereby amended by replacing each reference to the
amount $3,000,000 contained therein with the amount $5,000,000.
5. Conditions to Effectiveness. This Amendment shall become effective
on and as of the date that the Agent shall have received counterparts of this
Amendment, duly executed by the Company, Congar Newco and the Majority Banks.
6. Representations and Warranties. Each of the Company and Congar
Newco, as of the date hereof and after giving effect to the amendments
contained herein, hereby confirms,
reaffirms and restates the representations and warranties made by it in Section
8 of the Credit Agreement and otherwise in the Credit Documents to which it is
a party; provided that each reference to the Credit Agreement therein shall be
deemed to be a reference to the Credit Agreement after giving effect to this
Amendment.
7. Reference to and Effect on the Credit Documents: Limited Effect. On
and after the date hereof and the satisfaction of the conditions contained in
Section 5 of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Credit Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
modified hereby. The execution, delivery and effectiveness of this Amendment,
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Bank or the Agent under any of the Credit
Documents, nor constitute a waiver or amendment of any provisions of any of the
Credit Documents. Except as expressly modified herein, all of the provisions
and covenants of the Credit Agreement and the other Credit Documents are and
shall continue to remain in full force and effect in accordance with the terms
thereof and are hereby in all respects ratified and confirmed.
8. Counterparts. This Amendment may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
CONSOLIDATED CIGAR CORPORATION
By:
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Name: Xxxx X. Xxxxx
Title: Sr. Vice President, CFO,
Secretary & Treasurer
CONGAR NEWCO INC.
By:
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Name: Xxxx X. Xxxxx
Title: Sr. Vice President, CFO,
Secretary & Treasurer
THE CHASE MANHATTAN BANK, as Agent
and as a Bank
By:
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Name:
Title:
BANKBOSTON, N.A.
By:
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Name:
Title:
GIROCREDIT BANK
By:
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Name:
Title:
NATIONSBANK, N.A.
By:
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Name:
Title:
BANCO SANTANDER PUERTO RICO
By:
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Name:
Title:
