Exhibit 4.1
Amending Agreement to the Senior Debt Facility Agreement Dated August 10, 1998
between ABN Australasia Limited ("Borrower") American Banknote Corporation and
Chase Securities Australia Limited ("Agent"), for itself and as Agent of the
Participants.
Amending Agreement to the Senior Debt Facility Agreement
Date: 1998
Parties: ABN AUSTRALASIA LIMITED (ACN ▇▇▇ ▇▇▇ ▇▇▇) incorporated in
Victoria of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
("Borrower")
EACH COMPANY set out in schedule 1 (each a "Guarantor" and
together the "Guarantors")
AMERICAN BANKNOTE CORPORATION a company incorporated in
Delaware and of the ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
("ABN")
CHASE SECURITIES AUSTRALIA LIMITED (ACN 002 888 011) of
▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
("Agent"), for itself and as Agent of the Participants
Recitals:
A. The Participants have provided at the request of the Borrower
and each Guarantor the facilities on the terms set out in the
Agreement.
B. The Agent, acting on the instructions of all Participants, has
agreed at the request of the Borrower to amend the Agreement
on the terms set out below.
Operative provisions:
1. Interpretation
1.1 In this agreement, words and phrases not defined have the
meaning given in the Agreement.
1.2 The following words have these meanings in this agreement
unless the contrary intention appears:
Agreement means the agreement entitled "Senior Debt Facility Agreement"
between, among others, the Borrower and the Guarantors dated 3 June 1996 as
amended by the agreement entitled "Senior Debt Facility Agreement Novation
and Amendment Agreement" dated 26 February 1998 between, among others, the
parties to this agreement.
Effective Date means the date on which the Agent receives (or, on the
instructions of a Majority Participants, waives in writing the receipt of)
the condition precedent documents described in clause 3.1.
Incorporation of Terms
1.3 Clauses 1.2 to 1.8 (inclusive). 36 (Governing Law and
Jurisdiction), 37 (Counterparts) and 38 (Acknowledgment by
Borrowers and Guarantors) apply as if set out in full in this
agreement with references to "this Agreement" construed as
references to this agreement.
2. Amendments
Amendments to "Margin"
2.1 On and from 1 July 1998 the parties agree that, for the
purposes of calculating the interest payable under clause 9.3
of the Agreement for the period commencing 1 July 1998 and
ending on 31 March 1999 ("Review Period"), the Margin for each
Funding Period will be 2.5% per annum. For the avoidance of
doubt, it is further agreed that the Margin, in respect of any
portion of a Funding Period outside the Review Period, is the
Margin that would have otherwise been payable but for this
clause.
Amendments to financial covenants
2.2 On and from the Effective Date clauses 15.3(a), (b) and (c) of
the Agreement are amended to read as follows:
"The Borrower and each Guarantor undertake to each Indemnified Party as
follows, except to the extent that the Agent acting on the instructions of
the Majority Participants consents.
(a) It will ensure that the ratio of:
(i) EBITDA at each Quarterly Date and in respect of the
12 month period ending on that date; to
(ii) Interest Expense under this Agreement paid or
payable in cash during that period,
is, with respect to each Quarterly Date up to and including 31 December
1998, not less than 2.5:1 and for each Quarterly Day thereafter, not less
than 3:1.
(b) It will ensure that the ratio of:
(i) Total Debt at each Quarterly Date; to
(ii) EBITDA for the 12 month period immediately
preceding each Quarterly Date,
is, with respect to 30 June 1998 and 30 September 1998, not greater than
4.75:1, with respect to 31 December, not greater than 4.25:1, and for each
Quarterly Date thereafter, not greater than 4:1.
(c) It will ensure that the ratio of:
(i) EBITDA for the 12 month period immediately
preceding each Quarterly Date; to
(ii) Debt Service during that period,
is, with respect to each Quarterly Date up to and including 30 September
1998, not less than 1.75:1, with respect to 31 December 1998, not less than
1.5:1, and with respect to each Quarterly Date thereafter, not less than
1.75:1."
3.1 Clause 2.2 has effect on the date the Agent receives the
following in form and substance satisfactory to it:
(a) a certificate signed by a director or secretary of the
Borrower confirming that no alterations have been made
to the memorandum and articles of association and
certificate of registration of the Borrower and each
Guarantor since 26 February 1998; and
(b) a certified copy of an extract of the minutes of a
meeting of the board of directors of the Borrower and
each Guarantor which:
(i) evidences the resolutions authorising:
(A) the signing and delivery of and observance of
obligations under this agreement, and
(B) the appointment of an authorised agent to
execute this agreement on its behalf, and
(ii) acknowledges that this agreement will benefit it;
and
(c) this agreement signed and delivered by the Borrower and
all Guarantors.
3.2 Anything required to be certified under clause 3.1 must be
certified by the secretary or a director of the Borrower or
the relevant Guarantor as being true and complete as at a date
no earlier than 7 days before the date of this agreement.
4. Acknowledgments
4.1 The Borrower and the Guarantors acknowledge that this
agreement is a "Transaction Document" within the definition of
that term in the Agreement.
4.2 On the Effective Date, the Borrower and the Guarantors make
the representations and warranties contained in clause 14 of
the Agreement.
4.3 The Borrower and the Guarantors acknowledge that nothing in
this agreement affects or limits their existing obligations
under any Transaction Document.
5. Amendment Fee
If it has not already done so, ABN must pay to the Agent, upon execution of
this agreement for the account of the Participants, an amendment fee of
0.5% calculated on the aggregate of each Participant's
Commitment. This fee shall not be refunded by the Borrower to ABN.
6.1 In addition to the undertakings contained in the Agreement,
the Borrower also undertakes:
(a) to convene a monthly meeting with the Agent and
the Participants to review the financial
undertakings as amended by clause 2 of this
agreement on a 12 month trailing basis
calculated from the most recent Quarterly Date.
For the avoidance of doubt, the financial
covenants in clause 2 of this agreement will
continue to be tested quarterly;
(b) that no further payment of funds from the Borrower to
ABN will occur without the prior written consent of the
Agent acting on the instructions of all Participants;
and
(c) a debt compliance letter will be issued by the
Borrower's auditor on the financial undertakings as
amended by clause 2 of this agreement no later than 30
days after each Quarterly Date up to and including 31
March 1999,
for the period commencing on the date of this agreement and
ending on 31 March 1999 or on the first Quarterly Date
thereafter which the Borrower complies with its financial
undertakings as amended by clause 2 of this agreement
whichever is the latter.
6.2 ABN agrees to ensure the Borrower complies with the
undertakings contained in clause 6.1.
7. Representation
ABN confirms that between the date of signing of the Agreement and the date
of signing of the Amending Agreement, the Borrower has made payments of an
aggregate amount of A$850,000 to ABN representing the Borrowers pro rata share
of the ABN group's global corporate insurance policy.
EXECUTED as an agreement
Schedule 1 Guarantors
Name (ACN) Place of Incorporation Address
ABN Australasia Victoria 1144 Nepean Highway
Holdings Pty Limited ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
(ACN ▇▇▇ ▇▇▇ ▇▇▇)
American Banknote Victoria ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Pacific Pty Ltd ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
(ACN 072 977 265)
American Banknote Victoria ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Pty Ltd ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
(ACN 072 977 292)
▇▇▇▇▇-▇▇▇▇▇▇ Payment Victoria ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Systems Pty Limited ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
(ACN 006 412 657)
American Banknote Victoria c/- ▇▇▇▇▇▇▇ ▇▇▇▇▇
New Zealand Limited Sheffield Young
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SIGNED by
as attorney for ABN
AUSTRALASIA LIMITED under
power of attorney dated
in the presence of:
..................................
Signature of witness
..................................
Name of witness (block letters)
.................................. ..................................
Address of witness By executing this agreement the
attorney states that the attorney
.................................. has received no notice of revocation
Occupation of witness of the power of attorney
SIGNED by
as attorney for EACH GUARANTOR
under power of attorney dated
in the presence of:
..................................
Signature of witness
..................................
Name of witness (block letters)
.................................. ..................................
Address of witness By executing this agreement the
attorney states that the attorney
.................................. has received no notice of revocation
Occupation of witness of the power of attorney
SIGNED by
as attorney for ABN BANKNOTE
CORPORATION under power
of attorney dated
in the presence of:
..................................
Signature of witness
..................................
Name of witness (block letters)
.................................. ..................................
Address of witness By executing this agreement the
attorney states that the attorney
.................................. has received no notice of revocation
Occupation of witness of the power of attorney
SIGNED by
as attorney for CHASE SECURITIES
AUSTRALIA LIMITED (for itself and
as Agent for the Participants)
under power of attorney dated
in the presence of:
..................................
Signature of witness
..................................
Name of witness (block letters)
.................................. ..................................
Address of witness By executing this agreement the
attorney states that the attorney
.................................. has received no notice of revocation
Occupation of witness of the power of attorney
Dated 1998
Amending Agreement
to the Senior Debt
Facility Agreement
ABN AUSTRALASIA LIMITED
("Borrower")
EACH COMPANY SET OUT IN
SCHEDULE 1
(each a "Guarantor")
AMERICAN BANKNOTE CORPORATION, INC
("ABN")
CHASE SECURITIES AUSTRALIA LIMITED
for itself and as Agent for the PARTICIPANTS
("Agent")
Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Solicitors
Governor ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Telephone (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
Fax (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
DX ▇▇▇ ▇▇▇▇▇▇
Ref: MWB:PJD
Contents Amending Agreement to the Senior Debt Facility Agreement
1 Interpretation 1
Incorporation of Terms 1
2 Amendments 2
Amendments to "Margin" 2
Amendments to financial covenants 2
3 Conditions Precedent 3
4 Acknowledgments 3
5 Amendment fee 3
6 Undertakings 4
7 Representation 4
