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EXHIBIT 10.6
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of
December 31, 1997 (this "Amendment"), by and between AMERICAN BUSINESS PRODUCTS,
INC., a Georgia corporation (the "Borrower"), and SUNTRUST BANK, ATLANTA, a
Georgia banking corporation, and its successors and assigns (the "Bank").
W I T N E S S T H:
WHEREAS, the Borrower and the Bank executed and delivered that certain
Revolving Credit Agreement dated as of April 22, 1996, as amended by that
certain First Amendment to Revolving Credit Agreement dated as of August 1, 1997
(as further amended or otherwise modified from time to time, the " Credit
Agreement"); and
WHEREAS, the Bank and the Borrower, pursuant to Section 7.10 of the
Credit Agreement, desire to amend the Credit Agreement on the terms and
conditions as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the Bank and the Borrower hereby
agree as follows:
ss.I. DEFINED TERM. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
ss.2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
(a) Section 1.1, entitled "Definitions", is hereby amended by:
(i) deleting the existing definition of "Revolving Credit
Note" and substituting the following therefor:
"Revolving Credit Note" shall mean the amended and restated
promissory note of the Borrower payable to the order of the
Bank and dated December 31, 1997 in the original principal
amount of Fifty Million Dollars ($50,000,000), either as
originally executed or as it may be from time to time
supplemented, modified, amended, renewed or extended.
(ii) adding a new definition of "Applicable Percentage" in the
appropriate alphabetical order as follows:
"Applicable Percentage" shall mean with respect to a LIBOR
Advance and to the calculation of the Commitment Fee, the
percentage per annum determined by
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reference to the ratio of Consolidated Funded Debt to
Consolidated Net Capitalization in effect at such time, as set
forth below:
Consolidated Funded
Debt/Consolidated Net Capitalization LIBOR Commitment
Ratio Advances Fee
------------------------------------ -------- ----------
< 30% 0.20% 0.10%
-
>30% but < 40% 0.275% 0.125%
-
>40% but <50% 0.325% 0.15%
-
The Applicable Percentage shall be determined quarterly based
upon the officer's certificate required to be delivered by the
Borrower pursuant to Section 5.15(g) hereof. Any adjustment to
the Applicable Percentage shall be effective as of the first
day of the fiscal quarter immediately following the fiscal
quarter for which such officer's certificate was delivered
(the "Adjustment Date"); provided, that if the Borrower fails
to deliver such officer's certificate, the Applicable
Percentage shall automatically be adjusted on the applicable
Adjustment Date to 0.325% with respect to LIBOR Advances and
0.15% with respect to the Commitment Fee until the Borrower
has delivered such officer's certificate and the Applicable
Percentage can be determined in accordance therewith.
(b) Section 2.1 (a) shall be amended by deleting the existing language
in its entirety and substituting the following therefor:
(a) Subject to and upon the terms and conditions set forth in
this Agreement, the Bank agrees to make available to the
Borrower from time to time up to the Termination Date Advances
in aggregate principal amount at any one time outstanding
equal to $50,000,000 (the "Commitment"); provided, that the
Bank shall not be obligated to make available any Advance to
the extent that immediately after making any such Advance the
sum of (i) the outstanding principal balance of all Advances,
(ii) the outstanding Bond Obligations and (iii) the
outstanding Letter of Credit Obligations would exceed the
Commitment. Within the limits of the Commitment, the Borrower
may borrow, repay and reborrow under the terms of this
Agreement; provided, that the Borrower may neither borrow nor
reborrow if a Default or an Event of Default exists or would
result from the making of such Advance or from the application
of the proceeds therefrom.
(c) Section 2.2 (ii) shall be amended by deleting the existing language
in its entirety and substituting the following therefor:
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(ii) LIBOR for the Interest Period selected by the Borrower,
plus the Applicable Percentage with respect to LIBOR Advances.
(d) Section 2.10 shall be amended by deleting the existing language in
its entirety and substituting the following therefor:
SECTION 2.10. Commitment Fee. From and after the date hereof
up to and including the Termination Date, the Borrower shall
pay to the Bank a commitment fee equal to the Applicable
Percentage with respect to the Commitment Fee calculated on
the average daily amount of the unused Commitment (the
"Commitment Fee"). The Commitment Fee shall be payable by the
Borrower quarterly in arrears and on the Termination Date.
(e) Section 5.15 (g) shall be amended by adding the following language
at the end thereof:
; provided, that notwithstanding the foregoing and for the
purpose of determining the Applicable Percentage, the Borrower
shall deliver a certificate of an authorized financial officer
within ninety (90) days after the end of the last fiscal
quarter of each fiscal year setting forth the information and
computations (in sufficient detail) required in order to
determine the ratio of Consolidated Funded Debt to
Consolidated Net Capitalization on the last day of such fiscal
quarter.
(f) Section 7.10 shall be amended by deleting the existing language in
its entirety and substituting the following therefor:
SECTION 7.10. Amendments; Consents. No amendment,
modification, supplement, termination or waiver of any
provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrower therefrom, may in any
event be effective unless (i) in writing signed by the Bank
and (ii) in writing signed by two (2) Executive Officers of
the Borrower, which signatures may be in any such Executive
Officers primary or attesting capacity, and then only in the
specific instance and for the specific purpose given.
SS.3. CONDITIONS PRECEDENT TO CLOSING. This Amendment shall become effective
on the date (the"Effective Date") that the Bank receives, in form and substance
satisfactory to it, the following documents:
(a) duly executed counterparts of this Amendment;
(b) the duly executed Amended and Restated Revolving Credit Note in the
principal amount of $50,000,000;
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(c) the certificate of the Secretary or an Assistant Secretary dated as
of the Effective Date certifying the resolutions of the Board of Directors of
the Borrower in form and substance satisfactory to the Bank;
(d) a certificate of an Executive Officer dated the Effective Date with
respect to the effectiveness as of such Date of certain representations and
warranties of the Borrower that are set forth in Article IV of the Credit
Agreement and certifying that no Default or Event of Default exists on such
Date, both before and after giving effect to the Amendment, in form and content
satisfactory to the Bank; and
(e) a favorable written opinion of Long, Xxxxxxxx & Xxxxxx, counsel to
the Borrower, in form and content reasonably satisfactory to the Bank and
addressed to the Bank.
SS.4. APPLICABLE PERCENTAGE. From the Effective Date until April 1, 1998 the
Applicable Percentage with respect to LIBOR Advances shall be 0.20% and with
respect to the Commitment Fee shall be 0.10%. Thereafter, the Applicable
Percentage shall be determined in accordance with the definition thereof.
SS.5. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants as
follows:
(a) The execution and delivery by the Borrower of this Amendment and
the performance by the Borrower of its obligations and agreements under the
Credit Agreement, as amended by this Amendment, are within the corporate
authority of the Borrower, have been duly authorized by all requisite corporate
action of the Borrower and do not and will not contravene any provision of law
or the Borrower's articles of incorporation, bylaws or any stock provision or
any amendment thereof or any indenture, agreement, instrument or undertaking
binding on the Borrower.
(b) The Credit Agreement, as amended by this Amendment, remains in full
force and effect and constitutes the legal, valid and binding obligations of the
Borrower, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting generally the enforcement of creditor's rights.
SS.6. MISCELLANEOUS PROVISIONS.
(a) RATIFICATION. The Borrower hereby restates, ratifies and reaffirms
each and every term, covenant and condition set forth in the Credit Agreement
effective as of the date hereof.
(b) COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, and all
counterparts, taken together, shall constitute but one and the same document.
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(c) GOVERNING LAW. This Amendment shall be governed by and construed
and interpreted in accordance with the law of the State of Georgia.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be duly executed, under by their respective duly authorized
officers as of the day and year first above written.
AMERICAN BUSINESS PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Chief Financial Officer
Attest: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Treasurer
[CORPORATE SEAL]
SUNTRUST BANK, ATLANTA
By: /s/ R. Xxxxxxx Xxxxxx
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Name: R. Xxxxxxx Xxxxxx
Title: Vice President
By: /s/ Willem Hattink
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Name: Willem Hattink
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Title: GVP
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