EXHIBIT 4.11
WAIVER AND AMENDMENT TO CREDIT AGREEMENT
WAIVER AND AMENDMENT TO CREDIT AGREEMENT dated as of
March 25, 1997 (this "Waiver and 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 and waive 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. Amendments to Credit Agreement. Subject to the
conditions as to effectiveness set forth in Paragraph 5 of this
Waiver and Amendment, the Credit Agreement is hereby amended as
follows:
Section 10.01(a) of the Credit Agreement is hereby
amended by deleting the phrase "(i) Total Availability shall be
less than $5,000,000" wherever it appears therein and
substituting therefor the phrase "(i) Total Availability shall be
less than $2,500,000".
3. Waivers to Credit Agreement. Subject to the
conditions as to effectiveness set forth in Paragraph 5 of this
Waiver and Amendment, the Lenders hereby waive the requirement
set forth in Section 7.07 of the Credit Agreement that Capital
Expenditures for the Fiscal Year ending December 31, 1996 not
exceed $1,900,000 provided that Capital Expenditures for such
Fiscal Year did not exceed $3,597,000.
4. Representations and Warranties. Each of the
Borrowers hereby jointly and severally represents and warrants as
of the date hereof, after giving effect to the amendments and
waivers set forth in Paragraphs 2 and 3 of this Amendment, as
follows (which representations and warranties shall survive the
execution and delivery of this Amendment and Waiver):
(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).
(b) Each of the Loan Parties has the power to
execute, deliver and carry out the terms and provisions of this
Waiver and Amendment.
(c) This Waiver and 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.
5. Conditions Precedent. Notwithstanding any term or
provision of this Waiver and Amendment to the contrary,
Paragraphs 2 and 3 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 Waiver and 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 Waiver and Amendment, including, without
limitation, 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 4 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
amendments and waivers contained in this Waiver and Amendment
after giving effect to such amendments and waivers (unless any
such representation or warranty speaks expressly to an earlier
date).
(d) Counterparts of this Waiver and Amendment
shall have been duly executed and delivered on behalf of the
Borrowers, ABNC, the Guarantors, the Lenders and the Agent.
(e) The Agent shall have received a Waiver and
Amendment fee in the amount of $5,000.
6. 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 amendments contained herein as determined
in accordance with Paragraph 5 hereof, the Credit Agreement as
amended by this Waiver and Amendment.
7. Continued Effectiveness. Except for the specific
waivers set forth in Paragraph 3 hereof, 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
Waiver and 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 Waiver and Amendment.
8. Counterparts. This Waiver and 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 Waiver and Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of
this Waiver and Amendment.
9. Governing Law. This Waiver and 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).
IN WITNESS WHEREOF, the parties hereto have caused this
Waiver and 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/ ▇▇▇▇ ▇▇ Urban
Vice President and Treasurer
AMERICAN BANK NOTE
HOLOGRAPHICS, INC., as a Borrower
and Guarantor
By s/ ▇▇▇▇ ▇▇ Urban
Vice President and Treasurer
AMERICAN BANKNOTE CORPORATION
By s/ ▇▇▇▇ ▇▇ Urban
Vice President and Treasurer
UNITED STATES BANKNOTE COMPANY
L.P., as a Guarantor
By s/ ▇▇▇▇ ▇▇ Urban
Vice President and Treasurer
By: AMERICAN BANK NOTE
COMPANY, its general partner
By s/ ▇▇▇▇ ▇▇ Urban
Vice President and Treasurer
HORSHAM HOLDING COMPANY, INC., AS
a Guarantor
By s/ ▇▇▇▇ ▇▇ Urban
Vice President and Treasurer
ABN SECURITY SYSTEMS, INC., as a
Guarantor
By s/ ▇▇▇▇ ▇▇ Urban
Vice President and Treasurer
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as Agent
and a Lender
By: s/KanakKapur
Assistant Vice President