Exhibit 10.12
SECOND AMENDEMENT, dated as of November 23, 1999 (this "Amendment"), to
the CREDIT AGREEMENT, dated as of November 17, 1997, as amended by the
First Amendment dated as of April 1, 1999 ( the "Credit Agreement"),
among Pneumo Abex Corporation (the "Company"), the financial
institutions from time to time parties to the Credit Agreement (the
"Lenders"), the arranger and documentation agent named therein and The
Chase Manhattan Bank, as Administrative Agent. Terms defined in the
Credit Agreement shall be used in this Amendment with their defined
meanings unless otherwise defined herein.
W I T N E S S E T H :
WHEREAS, the Company has requested the Lenders to enter into this
Amendment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I. AMENDMENT. Subsection 8.6 of the Credit Agreement is hereby amended by
adding a new clause (v) to the end thereof which shall read in its
entirety as follows:
(v) So long as no Default or Event of Default has occurred and
is continuing at the time such Restricted Payment is made or
would result therefrom, up to $20,300,000 of Restricted
Payments made (directly or indirectly) for the purpose of
enabling M&F Worldwide Corp. to redeem or repurchase its
Series A 8% Convertible Redeemable Convertible Preferred Stock
( and pay accrued dividends thereon), provided that, in the
event that any such Restricted Payment is made, no Restricted
Payments may be made pursuant to clause (iii) of this
Subsection 8.6 on the basis of Adjusted Consolidated Net
Income for the 1998 and 1999 fiscal years (other than
Restricted Payments made prior to November 23, 1999)"
II. MISCELLANEOUS.
1. Representations and Warranties. The Company hereby
represents and warrants as of the Second Amendment
Effective Date that, after giving effect to this
Amendment, (a) no Default or Event of Default has
occurred and is continuing and (b) all representations
and warranties of the Company contained in the Loan
Documents ( with each reference to the Loan Documents in
such representations and warranties being deemed to
include, unless the context otherwise requires, this
Amendment and the Credit Agreement as amended by this
Amendment) are true and correct in all material respects
with the same effect as if made on and as of such date.
2. Expenses. The Company agrees to pay or reimburse the
Administrative Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection
with the preparation and execution of this Amendment,
including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
3. No Change. Except as expressly provided herein, no term
or provision of the Credit Agreement shall be amended,
modified or supplemented, and each term and provision of
the Credit Agreement shall remain in full force and
effect.
4. Effectiveness. This Amendment shall become effective on
the date (the "Second Amendment Effective Date") on
which (a) the Administrative Agent shall have received
counterparts hereof duly executed by the Company and the
Required Lenders and (b) the Borrower shall have paid to
the Administrative Agent for the account of the relevant
Lenders an amendment fee equal to 0.125% of the
Commitment of each Lender that submits an executed
signature page to the Administrative Agent or its
counsel (including by facsimile transmission) no later
than 5:00 p.m., New York City time, on December 3, 1999.
5. Counterparts. This Amendment may be executed by the
parties hereto in any number of separate counterparts,
and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the date first above
written.
PNEUMO ABEX CORPORATION
By:/s/Xxxxx X. Xxxxx
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Title: Senior Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:/s/Xxxx X. Xxxxxx
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Title: Managing Director
BANKBOSTON, N.A.
By:/s/Xxxxxx X. Xxxxx
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Title: Authorized Officer
BANQUE PARIBAS
By:/s/Xxxx X. XxXxxxxxx, III
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Title: Vice President
BANQUE PARIBAS
By:/s/Ro Toyoshima
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Title: Assistant Vice President
FUJI BANK, LIMITED
By:/s/Xxxxx Xxxxxxxx
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Title: Vice President & Manager
GENERAL ELECTRIC CAPITAL CORPORATION
By:/s/Xxxxxxx X. Xxxxxxxxxx
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Title: Duly Authorized Signatory
NATEXIS BANQUE BFCE
By:/s/Xxxxx X. Xxxxxx, Xx.
------------------------------------------
Title: Vice President & Group Manager
NATEXIS BANQUE BFCE
By:/s/Xxxxxx Xxxxxx
------------------------------------------
Title: Associate
NATIONAL WESTMINSTER BANK PLC
By:/s/Xxxxxx X. Xxxxxxxx
------------------------------------------
Title: Senior Vice President
ROYAL BANK OF CANADA
By:/s/Xxxxxxx Korine
------------------------------------------
Title: Senior Manager
U.S. BANK NATIONAL ASSOCIATION
By:/s/Xxxxxx X. Xxxxxx
------------------------------------------
Title: Senior Vice President
CREDIT AGRICOLE INDOSUEZ
By:/s/:Xxxxx XxXxxxxxxx
------------------------------------------
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By:/s/:Xxxx XxXxxxx
------------------------------------------
Title: Vice President
