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EXHIBIT 10
AMENDMENT NO.2,
DATED AS OF MAY 6, 1999, TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 2 dated as of May 6, 1999 ("Amendment") is among
Xxxxxxxxxx-Xxxxxxx International, Inc., a Delaware corporation ("Company" or
"Guarantor"), Xxxxxxxxxx-Xxxxxxx France S.A.R.L., a French corporation ("SMF"),
PDM Industries, S.N.C., a French corporation ("PDM"), Xxxxxxxxxx-Xxxxxxx Spain,
S.L., sociedad unipersonal, a Spanish corporation with a sole shareholder
("SMS", together with the Company, SMF and PDM, the "Borrowers"), the banks
party hereto ("Banks") and Societe Generale, as agent for the Banks ("Agent").
INTRODUCTION
A. The Borrowers, the Guarantor, the Banks and the Agent are
party to the Amended and Restated Credit Agreement dated as of January 30, 1998,
as amended by Amendment No. 1 dated as of January 29, 1999 (as amended, the
"Credit Agreement").
B. The Borrowers have requested that the Banks agree to amend the
definition of "Restricted Payment".
THEREFORE, the Borrowers, the Guarantor, the Agent and the Banks hereby
agree as follows:
Section 1. Definitions; References. Unless otherwise defined in this
Amendment, terms used in this Amendment which are defined in the Credit
Agreement shall have the meanings assigned to such terms in the Credit
Agreement.
Section 2. Amendments. Upon the satisfaction of each of the conditions
precedent set forth in Section 4 below, the Credit Agreement is hereby amended
as follows:
(a) The definition of "Restricted Payment" in Section 1.01 of the
Credit Agreement is hereby amended in its entirety as follows:
"Restricted Payment" means the making by the Company of any
dividends or other distributions (in cash, property, or otherwise) with
respect to its capital stock other than dividends payable in the
Company's stock.
(b) Section 6.11. A new Section 6.11 is hereby added as follows:
Section 6.11. Stock Purchases. The Company will not purchase, redeem or
otherwise acquire any shares of its capital stock except that the Company may
purchase (a) up to $20,000,000 of its capital stock in any fiscal year and (b)
its capital stock in connection with its employee 401(k) retirement plan.
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Section 3. Representations and Warranties. The Borrowers and the
Guarantor represent and warrant to the Agent and the Banks as of the date
hereof:
(a) Any representations and warranties set forth in the Credit
Agreement and in the other Credit Documents (other than those made as of a
specific date) are true and correct in all material respects;
(b) (i) The execution, delivery and performance of this Amendment
are within the corporate power and authority of the Borrowers and the Guarantor
and have or will have been duly authorized by appropriate proceedings and (ii)
this Amendment constitutes a legal, valid, and binding obligation of the
Borrowers and the Guarantor enforceable in accordance with its terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the rights of creditors generally and general principles
of equity;
(c) No Default or Event of Default has occurred and is continuing;
and
(d) No Potential Phaseout Event has occurred.
Section 4. Effectiveness. This Amendment shall become effective and the
Credit Agreement shall be amended as provided in Section 2 of this Amendment
upon the occurrence of the following conditions precedent:
(a) The Agent shall have received this Amendment duly and validly
executed by the Borrowers, the Agent and the Majority Banks, in form and
substance satisfactory to the Agent; and
(b) The Company shall have paid to the Agent for the ratable
benefit of the Banks an amendment fee in an amount equal to 0.125% of the U.S.
Revolving Commitment, French Revolving Commitment and Term Advances.
Section 5. Choice of Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York.
Section 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original.
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EXECUTED as of the 6th day of May, 1999.
BORROWERS:
XXXXXXXXXX-XXXXXXX INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
XXXXXXXXXX-XXXXXXX FRANCE S.A.R.L.
By: /s/ XXXX-XXXXXX LE HETET
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Xxxx-Xxxxxx Le Hetet
Gerant (Manager)
PDM INDUSTRIES S.N.C.
By: Papeteries de Mauduit S.A., as Manager
By: /s/ XXXX-XXXXXX LE HETET
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Xxxx-Xxxxxx Le Hetet
Legal Representative
XXXXXXXXXX-XXXXXXX SPAIN, S.L.
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx
Board Delegate
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GUARANTOR:
XXXXXXXXXX-XXXXXXX INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
AGENT:
SOCIETE GENERALE
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Director
BANKS:
SOCIETE GENERALE
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Director
BANQUE NATIONALE DE PARIS
By: /s/ XXXXXX XXXX
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Xxxxxx Xxxx
Assistant Vice President
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CREDIT LYONNAIS
By: /s/ XXXXX CHANTAL
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Xxxxx Xxxxxxx
Gestion des Contrats Entreprises
NATEXIS BANQUE
By: /s/ X. XXXXXXXX
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X. Xxxxxxxx
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
SUNTRUST BANK, ATLANTA
By: /s/ XXXXXXXX X. XXXXXX
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Xxxxxxxx X. Xxxxxx
Associate
WACHOVIA BANK, N.A.
By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
Vice President
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