CITIBANK, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
American Banknote Corporation, (as of) August 31, 1995
American Bank Note Company, and
American Bank Note Holographics, Inc.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X.X. Xxxxx, Treasurer
Re: New Credit Agreement and Temporary Commitment
Gentlemen:
American Bank Note Company ("ABN"), American Bank Note Holographics, Inc.
("ABH"), (ABN and ABH may be referred individually as a "Borrower" and
collectively as the "Borrowers"), and American Banknote Corporation
(formerly known as United States Banknote Corporation) ("ABC"),
Creditanstalt-Bankverein, The Nippon Credit Bank, Ltd. and we (as Agent
and/or a Bank) are parties to a Credit Agreement dated as of May 26, 1992,
as modified by letter agreements dated as of January 5, 1993, September 30,
1993, December 31, 1993 (two letters), December 31, 1994, and June 30, 1995,
and as amended by a First Amendment to Credit Agreement dated as of
une 23, 1993, a Second Amendment to Credit Agreement dated as of
March 25, 1994, and a Third Amendment to Credit Agreement dated as of
May 26, 1995 (as so modified and amended, the "Credit Agreement"),
which establishes various covenants and other terms and provisions.
Capitalized terms used and not otherwise defined herein shall have the
meanings respectively assigned to them in the Credit Agreement.
The Commitment of the Banks under the Credit Agreement expires on
August 31, 1995, in accordance with its terms, although certain Letters
of Credit (and the Credit Agreement as it pertains thereto) are continuing.
You have delivered to us a Commitment Letter from Chemical Bank
respecting a replacement facility, and you have requested that we extend
your existing Commitment until the end of September to permit you time to
close your new facility with Chemical Bank. Although the Banks as
a group are not extending the Commitment, we are willing to establish a
separate temporary commitment on the same terms and provisions as set
forth in the Credit Agreement except as otherwise provided herein.
By your signature below, you and we hereby enter into a new credit
agreement (as the same may be supplemented, modified, amended or restated
from time to time in the manner provided herein, the "New Credit
Agreement") upon the terms and provisions and subject to the
conditions set forth in the Credit Agreement (which are hereby
incorporated by reference) and the ABH Guaranty (as defined
in the Credit Agreement) as modified by this letter agreement and by the
Security Agreement between ABN and us dated as of the date hereof
(as the same may be supplemented, modified, amended or
restated from time to time in the manner provided herein, the
"Security Agreement"). In the event of any conflict between the
terms and provisions of the Credit Agreement incorporated by reference and
those of this letter or the Security Agreement, the terms and provisions
of this letter or the Security Agreement (as the case may be) shall
control and be given effect.
We hereby establish a Commitment under the New Credit
Agreement of $7,500,000.00 (with a sublimit of $2,500,000.00 in aggregate
face amount for Letters of Credit), with Advances being
and Letters of Credit being available to the Borrower upon the
same terms and subject to the same conditions as set forth in the
Credit Agreement. Each Letter of Credit must be cash collateralized
prior to its issuance in an amount that is not less than 100% of the
aggregate face amount of such Letter of Credit (or 105% of the U.S.
Dollar equivalent if denominated in a foreign currency), which cash
collateral shall be deposited with the Bank and held as security
pursuant to the Security Agreement. The Termination Date
for this Commitment is September 30, 1995. (The definitions of Commitment
and Termination Date as incorporated by reference from the Credit
Agreement are hereby modified accordingly.) The Borrowers shall
repay all of the Loans and other Obligations (other than
outstanding Letters of Credit that are cash collateralized as aforesaid)
in full on September 30, 1995.
This New Credit Agreement is between you and us (in our capacity
as both Agent and as all of the Banks). None of the other Banks under
the existing Credit Agreement have any rights or obligations under the
New Credit Agreement, which they and the parties hereto hereby confirm by
their signatures below.
In order to induce us to enter into the New Credit Agreement, you
hereby agree to execute and deliver to us the Security Agreement and a
Promissory Note in the form of Exhibit A hereto (as the same may be
supplemented, modified, amended or restated from time to time in the
manner provided therein, the "Note"), which Note shall evidence all
Advances under the New Credit Agreement.
Please acknowledge your acceptance and agreement of this New
Credit Agreement and its conditions by signing two of the enclosed
copies of this letter and returning them to us, c/o Xxxxxx Xxxxxx
Flattau & Klimpl, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000,
Attention: Xxxxxxxx Xxxxx Xxxxx, Esq.
Very truly yours,
Citibank, N.A.
By:ss/Xxxxxxx X. Xxxxxxx III, Managing Director
ACKNOWLEDGED, ACCEPTED AND AGREED:
American Banknote Corporation
By: ss/ Xxxx X.X. Urban, Vice President and Treasurer
American Bank Note Company
By: ss/Xxxx X.X. Urban, Vice President and Treasurer
American Bank Note Holographics, Inc.
By:
Xxxx X.X. Urban, Vice President and Treasurer
cc: Xxxxxx Xxxxxx, Esq.
Xxxxxx X. Xxxxxxx, Esq.
ACKNOWLEDGED AND CONSENTED TO:
Creditanstalt-Bankverein
By: _________________________________________
Xxxxxxx X. Xxxxxx, Vice President
By: _________________________________________
Xxxxxxxx X. Xxxxxxxx, Senior Associate
The Nippon Credit Bank, Ltd.
By: _________________________________________
Xxxxxxxx Xxxxxxxx, Vice President
EXHIBIT A
to
NEW CREDIT AGREEMENT
with
AMERICAN BANK NOTE COMPANY and AMERICAN BANK NOTE HOLOGRAPHICS,
INC.
REVOLVING PROMISSORY NOTE
$7,500,000.00 New York, New York
Dated as of August 31, 1995
FOR VALUE RECEIVED, American Bank Note Company and American Bank
Note Holographics, Inc. (individually, a "Borrower", and collectively, the
"Borrowers"), jointly and severally promise to pay to the order of Citibank,
N.A. (the "Bank"), a 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at
such other place as may be designated in writing by the holder of this Note,
the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS
($7,500,000.00), or so much thereof as may be advanced and outstanding,
with interest thereon, to be computed on each advance from the date of
its disbursement, all as provided in that certain New Credit Agreement (in
the form of a letter agreement incorporating other documents) among the
Borrowers, American Banknote Corporation (formerly known as United States
Banknote Corporation) and the Bank and the Security Agreement between ABN
and the Bank, each dated as of August 31, 1995 (as the same may be
supplemented, modified, amended or restated from time to time in the
manner provided therein, collectively, the "Loan Agreement").
Capitalized terms used and not otherwise defined in this Note
shall have the meanings respectively assigned to them in the Loan Agreement.
This Note is the Note referred to in the Loan Agreement.
Principal and interest shall be due and payable as provided in the Loan
Agreement, and all of the terms and provisions of the Loan Agreement,
including (without limitation) provision for prepayment and acceleration
of maturity, are incorporated herein by reference and made a part hereof.
This Note is secured by certain collateral pledged by ABN pursuant to the
Loan Agreement.
Presentment for payment, notice of dishonor, protest and notice
of protest are hereby waived by the Borrowers. This Note is made and
delivered in the City, County and State of New York, where all advances
and repayments shall be made, and shall be construed in accordance
with and governed by the applicable laws pertaining in such State.
This Note may not be changed or terminated orally, and in any
event may not be changed without the written consent of the holder hereof.
American Bank Note Company
By: Xxxx X.X. Urban, Vice President and Treasurer
American Bank Note Holographics, Inc.
By: Xxxx X.X. Urban, Vice President and Treasurer
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 1st day of September, 1995, before me personally came
Xxxx X.X. Urban, to me known, who, being by me duly sworn, did depose and
say: that he resides at 00 Xxxxxxxxx Xxxxxx, Xxx, Xxx Xxxx 00000;
that he is the Vice President and Treasurer of American Banknote
Corporation, the corporation described in and which executed the above
instrument; and that he signed his name thereto by order of the board of
directors of said corporation.
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 1st day of September, 1995, before me personally came
Xxxx X.X. Urban, to me known, who, being by me duly sworn, did depose and
say: that he resides at 00 Xxxxxxxxx Xxxxxx, Xxx, Xxx Xxxx 00000;
that he is the Vice President and Treasurer of American Bank Note
Holographics, Inc. the corporation described in and which executed the
above instrument; and that he signed his name thereto by order of the
board of directors of said corporation.
