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Exhibit 1
FIRST AMENDMENT TO THE UNDERWRITING AGREEMENT
August 13, 1998
NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC
LAZARD FRERES & CO. LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC.
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
As Representatives of the several Underwriters
c/o NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentleman:
This First Amendment to the Underwriting Agreement (the "First
Amendment"), amending the Underwriting Agreement (the "Underwriting Agreement"),
dated as of July 14, 1998, among American Bank Note Holographics, Inc., a
Delaware corporation (the "Company"), American Banknote Corporation, a Delaware
corporation (the "Selling Stockholder") and the Underwriters named therein (the
"Underwriters" and together with the Company and the Selling Stockholder, the
"Parties"), is made and entered into by and between the Parties.
WHEREAS, pursuant to Section 2(c) of the Underwriting Agreement, the
Company granted an option to the several Underwriters to purchase, severally and
not jointly, up to an aggregate of 2,045,400 Optional Common Shares (as defined
therein) from the Company, which option may be exercised at any time (but not
more than once) upon notice by the Representatives to the Company, which notice
may be given at any time within 30 days from the date of the Underwriting
Agreement (the "Notice Period"); and
WHEREAS, it is desired to extend the Notice Period to 45 days from 30
days.
NOW, THEREFORE, it is hereby agreed as follows:
1. The third sentence of Section 2(c) of the Underwriting Agreement is
hereby amended to change the number "30" appearing therein to "45."
2. Subject to the foregoing amendment, the Underwriting Agreement shall
remain in full force and effect.
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company and the Selling Stockholder the
enclosed copies hereof, whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.
Very truly yours,
AMERICAN BANK NOTE HOLOGRAPHICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
AMERICAN BANKNOTE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice-President and
General Counsel
The foregoing First Amendment to the Underwriting Agreement is hereby
confirmed and accepted by the Representatives in San Francisco, California as of
the date first above written.
NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC
LAZARD FRERES & CO. LLC
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC.
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
Acting as Representatives of the
several Underwriters named in
the Underwriting Agreement.
By: NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Authorized Signatory
