[THE CHASE LETTERHEAD]
December 3, 1997
American Banknote Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇.
New York, New York 10166-4999
Re: Credit Agreement dated as of January 29, 1996 as amended to date
(the "Credit Agreement"), among the American Bank Note Company
and American Bank Note Holographics, Inc. (the "Borrowers"),
American Banknote Corporation ("ABNC"), the Lenders named
therein, and The Chase Manhattan Bank (formerly known as Chemical
Bank), as Agent for such Lenders
Gentlemen:
Reference is made to the Credit Agreement, and particularly Section
7.03, restriction on the incurrence of indebtedness.
We understand that by no later than December 31, 1997 ABNC will be
issuing up to $100,000,000 of senior subordinated notes, maturing in the year
2007 which will be guaranteed on a subordinated basis by the Borrowers, and we
have been requested to waive the provisions of Section 7.03 of the Credit
Agreement to permit the issuance of such indebtedness and such subordinated
guarantee.
We hereby waive the provisions of Section 7.03 of the Credit Agreement
to permit the issuance of such indebtedness by ABNC and the guarantee thereof by
the Borrowers on a subordinated basis. This waiver is specific to the
indebtedness referred to above, and is not intended to waive any other
provisions of the Credit Agreement.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: V.P.
