1
EXHIBIT 4.5
FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of October 8, 1997, between AMERICAN BANKNOTE CORPORATION (formerly United
States Banknote Corporation), a Delaware corporation (the "Company"), having its
principal office at 200 Park Avenue, New York, New York 10166, and STATE STREET
BANK & TRUST COMPANY (as successor to First National Bank of Boston) (the
"Trustee"). All capitalized terms used herein which are not defined herein shall
have the meaning ascribed thereto in the Indenture (as defined).
W I T N E S S E T H:
WHEREAS, pursuant to the Offer to Purchase and Consent Solicitation
Statement dated September 25, 1997 (the "Statement") and related Consent and
Letter of Transmittal (together with the Statement, the "Offer"), the Company
has commenced an offer to purchase (the "Tender Offer") all of the Company's
outstanding 11 5/8% Senior Notes due 2002 (the "Notes") and to solicit consents
(the "Consent Solicitation") to the amendment of certain provisions of the
indenture, dated as of May 1, 1994, between the Company and the Trustee (as so
amended, the "Indenture"), pursuant to which the Notes were issued;
WHEREAS, Section 9.02 of the Indenture authorizes the Company and the
Trustee, from time to time, with the consent of the Holders of not less than a
majority in principal amount of outstanding Notes, to amend the Indenture by
supplemental indenture for the purpose therein set forth;
WHEREAS, in accordance with Section 9.02 of the Indenture, the Trustee,
the Company and the Holders of a majority in principal amount of the outstanding
Notes as of the date hereof have agreed to amend certain terms of the Indenture
as set forth below;
WHEREAS, the Company, by appropriate corporate action, has determined
to amend the provisions of the Indenture in the manner described below and has
taken all acts and proceedings required by law, by the Indenture, and by its
Certificate of Incorporation and By-laws necessary to duly authorize, execute
and deliver this Supplemental Indenture and to constitute this Supplemental
Indenture a legal, valid and binding agreement of the Company enforceable
against the Company in accordance with the terms herein; and
2
WHEREAS, the Company desires that the modifications and amendments
contained herein become operative and effective on the date the Company accepts
for purchase and payment Notes validly tendered (and not validly withdrawn)
pursuant to the terms of the Offer;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1.1 Amendment of Section 4.06. Section 4.06 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.2 Amendment of Section 4.07. Section 4.07 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.3 Amendment of Section 4.08. Section 4.08 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.4 Amendment of Section 4.09. Section 4.09 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.5 Amendment of Section 4.10. Section 4.10 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.6 Amendment of Section 4.11. Section 4.11 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.7 Amendment of Section 4.12. Section 4.12 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.8 Amendment of Section 4.13. Section 4.13 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.9 Amendment of Section 4.14. Section 4.14 is hereby amended
by deleting the existing section in its entirety.
SECTION 1.10 Amendment of Section 4.15. Section 4.15 is hereby amended
by deleting the existing section in its entirety.
2
3
SECTION 1.11 Deletion of Certain Definitions. The Indenture is hereby
amended to delete all definitions and defined terms from the Indenture where all
references to such definitions or defined terms would be eliminated as a result
of the amendments set forth herein.
SECTION 2. Operative Effect of Amendments. Sections 1.1 through 1.11
shall not become effective unless and until the Notes are accepted for purchase
by the Company pursuant to the Offer, which is expected to occur promptly after
the Tender Offer Expiration Date. In the event the Notes are not accepted for
purchase by the Company on or prior to December 8, 1997, such Sections shall be
null and void and of no further effect.
SECTION 3. Governing Law. This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York, without
regard to principles of conflicts of laws.
SECTION 4. Counterparts. This Supplemental Indenture may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 5. Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6. Ratification. Except as expressly amended hereby, each
provision of the Indenture shall remain in full force and effect and, as amended
hereby, the Indenture is in all respects agreed to, ratified and confirmed by
each of the Company and the Trustee.
3
4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
AMERICAN BANKNOTE CORPORATION
By: /s/ Harvey J. Kesner
-----------------------------------------
Name: Harvey J. Kesner
Title: Executive Vice
President
STATE STREET BANK & TRUST
COMPANY, as Trustee
By: /s/ James E. Mogavero
-----------------------------------------
Name: James E. Mogavero
Title: Vice President
4