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EXHIBIT 10.7
THIRD AMENDMENT DATED DECEMBER 31, 1998
TO REVOLVING CREDIT AGREEMENT
DATED APRIL 22, 1996
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THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of December
31, 1998 (this "Amend"), by and between AMERICAN BUSINESS PRODUCTS, INC., a
Georgia corporation (the "Borrower"), and SUNTRUST BANK, ATLANTA, a Georgia
banking corporation, and its successors and assigns (the "Bank").
WITNESSETH
WHEREAS, the Borrower and the Bank executed and delivered that certain
Revolving Credit Agreement dated as of April 22, 1996, as amended by that
certain First Amendment to Revolving Credit Agreement dated as of August 1, 1997
and by that certain Second Amendment to Revolving Credit Agreement dated as of
December 31, 1997 (as further amended or otherwise modified from time to time,
the "Credit Agreement"); and
WHEREAS, the Bank and the Borrower, pursuant to Section 7.10 of the
Credit Agreement, desire to amend the Credit Agreement on the terms and
conditions as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the Bank and the Borrower hereby
agree as follows:
ss. 1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
ss. 2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
(a) Section 1.1 entitled "Definitions", is hereby amended by:
(i) deleting the existing definition of "Subsidiary" and
substituting the following therefor:
"Subsidiary" shall mean, with respect to the Borrower, any corporation
or other entity (including, without limitation, partnerships, limited
liability companies, joint ventures and associations) regardless of its
jurisdiction of incorporation, organization or formation, at least a
majority of the total combined voting power of all classes of voting
stock or other ownership interests of which shall at the time as of
which any determination is being made, be owned by the Borrower, either
directly or indirectly through one or more other Subsidiaries.
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ss. 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
as follows:
(a) The execution and delivery by the Borrower of this Amendment
and the performance by the Borrower of its obligations and agreements under the
Credit Agreement, as amended by this Amendment, are within the corporate
authority of the Borrower, have been duly authorized by all requisite corporate
action of the Borrower and do not and will not contravene any provision of law
or the Borrower's articles of incorporation, by-laws or any stock provision or
any amendment thereof or any indenture, agreement, instrument or undertaking
binding on the Borrower.
(b) The Credit Agreement, as amended by this Amendment, remains in
full force and effect and constitutes the legal, valid and binding obligations
of the Borrower, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting generally the enforcement of creditor's rights.
ss. 4. MISCELLANEOUS PROVISIONS.
(a) RATIFICATION. The Borrower hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the Credit
Agreement effective as of the date hereof.
(b) COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, and all
counterparts, taken together, shall constitute but one and the same document.
(c) GOVERNING LAW. This Amendment shall be governed by and
construed and interpreted in accordance with the law of the State of Georgia.
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IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment to be
duly executed, under seal (of the Borrower only), by their respective duly
authorized officers as of the day and year first above written.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP/CFO
Attest: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Asst. Secretary
[CORPORATE SEAL]
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
By: /s/ X. Xxxxx Deving
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Name: X. Xxxxx Deving
Title: Assistant Vice President
