TWELFTH AMENDMENT
TWELFTH AMENDMENT, dated as of May 8, 1997 (this
"Amendment"), to the Credit Agreement, dated as of February 23, 1993 (as
amended from time to time prior to the date hereof, the "Credit Agreement"),
among Consolidated Cigar Corporation (individually and as successor by merger
to Consolidated Cigar Acquisition Corporation, the "Company"), Congar Newco
Inc. ("Congar Newco"), the financial institutions from time to time parties
thereto (the "Banks") and The Chase Manhattan Bank, as agent (in such capacity,
the "Agent").
W I T N E S S E T H :
WHEREAS, each of the Company and Congar Newco is a party to
the Credit Agreement;
WHEREAS, each of the Company and Congar Newco has requested
that the Banks amend the Credit Agreement as more fully set forth herein;
WHEREAS, the Banks parties hereto and the Agent are willing
to consent to such amendments only upon the terms, and subject to the
conditions, set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the Company, Congar Newco, the Banks parties
hereto and the Agent hereby agree as follows:
1. Definitions. All terms defined in the Credit Agreement
shall have such defined meanings when used herein unless otherwise defined
herein.
2. Amendment to Section 9.07--Guarantees. Paragraph (g) of
Section 9.07 of the Credit Agreement is hereby amended by replacing the amount
$2,500,000 contained therein with the amount $10,000,000.
3. Amendment to Section 9.08--Investments. Paragraph (h) of
Section 9.08 of the Credit Agreement is hereby amended by replacing the amount
$2,500,000 contained therein with the amount $10,000,000.
4. Amendment to Section 9.11--Capital Expenditures. Section
9.11 of the Credit Agreement is hereby amended by replacing each reference to
the amount $3,000,000 contained therein with the amount $5,000,000.
5. Conditions to Effectiveness. This Amendment shall become
effective on and as of the date that the Agent shall have received counterparts
of this Amendment, duly executed by the Company, Congar Newco and the Majority
Banks.
6. Representations and Warranties. Each of the Company and
Congar Newco, as of the date hereof and after giving effect to the amendments
contained herein, hereby confirms,
reaffirms and restates the representations and warranties made by it in
Section 8 of the Credit Agreement and otherwise in the Credit Documents to
which it is a party; provided that each reference to the Credit Agreement
therein shall be deemed to be a reference to the Credit Agreement after
giving effect to this Amendment.
7. Reference to and Effect on the Credit Documents: Limited
Effect. On and after the date hereof and the satisfaction of the conditions
contained in Section 5 of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Credit
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as modified hereby. The execution, delivery and effectiveness
of this Amendment, shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Bank or the Agent under any of the
Credit Documents, nor constitute a waiver or amendment of any provisions of any
of the Credit Documents. Except as expressly modified herein, all of the
provisions and covenants of the Credit Agreement and the other Credit Documents
are and shall continue to remain in full force and effect in accordance with
the terms thereof and are hereby in all respects ratified and confirmed.
8. Counterparts. This Amendment may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
CONSOLIDATED CIGAR CORPORATION
By:
______________________________
Name: Xxxx X. Xxxxx
Title: Sr. Vice President, CFO,
Secretary & Treasurer
EXHIBIT 10.1(l)
CONGAR NEWCO INC.
By:
_______________________________
Name: Xxxx X. Xxxxx
Title: Sr. Vice President, CFO,
Seretary & Treasurer
THE CHASE MANHATTAN BANK, as Agent
and as a Bank
By: _______________________________
Name:
Title:
BANKBOSTON, N.A.
By: _______________________________
Name:
Title:
GIROCREDIT BANK
By: _______________________________
Name:
Title:
NATIONSBANK, N.A.
By: _______________________________
Name:
Title:
BANCO SANTANDER PUERTO RICO
By: _______________________________
Name:
Title: