Exhibit 10.15
THIRD AMENDMENT, dated as of April 24, 2000 (this "Amendment"), to the
CREDIT AGREEMENT dated as of November 17, 1997, as amended by the First
Amendment dated as of April 1, 1999 and the Second Amendment dated as of
November 23, 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 to 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. AMENDMENTS.
1. The definitions of "Applicable Margin" and "Commitment Fee Rate"
contained in subsection 1.1 of the Credit Agreement are hereby amended and
restated in their entirety as follows:
"Applicable Margin" shall mean 1.0% per annum.
"Commitment Fee Rate" shall mean 0.375% per annum.
2. The definition of "Pricing Grid" contained in subsection 1.1 of the
Credit Agreement is hereby deleted.
3. Subsection 8.1(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(a) Leverage. Permit the Leverage Ratio as of the last day of any
fiscal quarter to exceed 2.25 to 1.0."
4. Subsection 8.6 of the Credit Agreement is hereby amended by adding
a new clause (vi) to the end thereof which shall read in its entirety as
follows:
"(vi) 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 $15,000,000 of Restricted Payments made (directly or
indirectly) for the purpose of enabling M&F Worldwide Corp. to
repurchase its common stock"
II. MISCELLANEOUS.
1. Representations and Warranties. The Company hereby represents and
warrants as of the Third 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 "Third 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 Company 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 April 24, 2000.
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
FLEET NATIONAL BANK f/k/a 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/ Xxxxxx X. Xxxxxxxxxx
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Title: Director
Merchant Banking Group
FUJI BANK, LIMITED
By: /s/ Xxxx X. Xxxxx
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Title: Vice President & Manager
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
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: Assistant Vice President
NATIONAL WESTMINSTER BANK PLC
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxxx Korine
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Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: Senior Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx XxXxxxxxxx
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Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxxxx Fought
----------------------------------
Title: Vice President
