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AMENDMENT TO CREDIT AGREEMENT
AMENDMENT TO CREDIT AGREEMENT dated as of April 14,
1997 (this "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), 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, the Borrowers have requested that the Required
Lenders amend 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. Amendment to Credit Agreement. Subject to the
conditions as to effectiveness set forth in Paragraph 4 of this
Amendment, the Credit Agreement is hereby amended as follows:
Schedule 7.03 to the Credit Agreement is amended
in its entirety to read as Schedule 7.03 attached hereto.
3. Representations and Warranties. Each of the
Borrowers hereby jointly and severally represents and warrants as
of the date hereof as follows (which representations and
warranties shall survive the execution and delivery of this
Amendment):
(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).
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(b) Each of the Loan Parties has the power to
execute, deliver and carry out the terms and provisions of this
Amendment.
(c) This 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.
4. Conditions Precedent. Notwithstanding any term
or provision of this Amendment to the contrary, Paragraph 2
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 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 Amendment, including, without limitation,
an amendment fee of $2,500 and 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 3 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
amendment contained in this Amendment after giving effect to such
amendment (unless any such representation or warranty speaks
expressly to an earlier date).
(d) Counterparts of this Amendment shall have
been duly executed and delivered on behalf of the Borrowers,
ABNC, the Guarantors, the Required Lenders and the Agent.
5. 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 amendment contained herein as determined in
accordance with Paragraph 4 hereof, the Credit Agreement as
amended by this Amendment.
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6. Continued Effectiveness. 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
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 Amendment.
7. Counterparts. This 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 Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.
8. Governing Law. This 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).
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this
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/ Xxxx X.X. Urban
Xxxx X.X. Urban
Vice President & Treasurer
AMERICAN BANK NOTE
HOLOGRAPHICS, INC., as a Borrower and
Guarantor
By: s/ Xxxx X.X. Urban
Xxxx X.X. Urban
Vice President & Treasurer
AMERICAN BANKNOTE CORPORATION
By: s/ Xxxx X.X. Urban
Xxxx X.X. Urban
Vice President & Treasurer
UNITED STATES BANKNOTE COMPANY L.P.,
as a Guarantor
By: AMERICAN BANK NOTE COMPANY,
its general partner
By: s/ Xxxx X.X. Urban
Xxxx X.X. Urban
Vice President & Treasurer
HORSHAM HOLDING COMPANY, INC., AS a Guarantor
By: s/ Xxxx X.X. Urban
Xxxx X.X. Urban
Vice President & Treasurer
ABN SECURITY SYSTEMS, INC., as a Guarantor
By: s/ Xxxx X.X. Urban
Xxxx X.X. Urban
Vice President & Treasurer
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as Agent and a Lender
By: s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Assistant Vice President
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Schedule 7.03 - Existing Indebtedness
I. Letters of Credit -- See Schedule 1.01 - Citibank Letters of
Credit.
II. Capital Leases and Mortgages -- See Schedule 7.01 - Existing
Liens, Section I.
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.
VI. Indebtedness pursuant to a Premium Finance Agreement dated
April 10, 1997 (effective as of April 1, 1997) between AI Credit
Corp. and ABNC in an aggregate principal amount of up to
$4,648,916, $1,548,916 of which is to finance premiums for a
directors and officers liability insurance policy issued by
American International Group to ABNC and up to $3,100,000 of
which is to finance the settlement and legal fees and costs of
certain litigation.
