EXHIBIT 10.7
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement, dated to be effective as of
June 30, 1997 (this "Agreement") is by and between ATLANTIS PLASTICS, INC., a
Florida corporation and ATLANTIS PLASTICS INJECTION MOLDING, INC., a Kentucky
corporation (collectively, the "Borrower"), and NATIONAL CITY BANK, NORTHEAST
(the "Bank").
RECITALS
A. Borrower and Bank are parties to that certain Credit Agreement
dated as of May 19, 1995 and amended the same on September 30,
1995 and December 31, 1995 (the "Credit Agreement").
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement.
B. The parties hereto wish to amend the Credit Agreement, as
provided herein.
NOW THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to the Credit Agreement. The Credit Agreement is
amended as follows:
Section 2B.08 is amended and restated in its entirety to read
as follows:
2B.08 BORROWING BASE - The Borrowing Base at any given time
shall be the aggregate of
(a) an amount equal to eighty-five percent (85%) of the net
book value (after deducting any discount or other
incentive for early payment but without deducting any
valuation reserve) of the Eligible Receivables, plus
(b) an amount equal to fifty percent (50%) of the Eligible
Inventory,
all as reasonably determined by Bank either on the basis of
the then most recent Borrowing Base Report furnished by
Borrower to Bank pursuant to subsection 3A.01 or on the basis
of the then most recent field audit (if any) made or other
information received by Bank.
Section 3B.02 of the Credit Agreement is amended and restated
in its entirety to read as follows:
3B.02 FIXED CHARGE COVERAGE - Fixed Charge Coverage on a
trailing twelve (12) Fiscal Month basis, shall not be less
than the following:
March 31, 1996, June 30, 1996 and September 30, 1996 .70
December 31, 1996 .90
June 30, 1997 .90
September 30, 1997 .80
End of any fiscal quarter thereafter 1.05
Section 3B.05 of the Credit Agreement is amended and restated
in its entirety to read as follows:
3B.05 EBIDAT - EBIDAT, on a trailing twelve (12) Fiscal Month
basis, shall not be less than the following for the following
respective fiscal quarters:
TRAILING TWELVE-FISCAL MONTH
PERIOD ENDING ON THE LAST DAY
OF EACH FISCAL QUARTER ENDING
ON THE FOLLOWING DATES EBIDAT
December 31, 1995 $18,500,000.00
March 31, 1996 $16,000,000.00
June 30, 1996 $19,000,000.00
September 30, 1996 $22,900,000.00
December 31, 1996 $23,248,000.00
March 31, 1997 $23,500,000.00
June 30, 1997 $22,000,000.00
September 30, 1997 $20,500,000.00
December 31, 1997 $24,202,000.00
2. Representations and Warranties. To induce Bank to enter
into this Agreement, Borrower represents and warrants to Bank that:
(a) Authority and Binding Effect. The execution,
delivery, and performance by Borrower of this Agreement is within its
corporate power, has been duly authorized by all necessary corporate
action (including, without limitation, shareholder approval), has
received all necessary government approvals (if any shall be required),
and does not and will not contravene or conflict with any provision of
law applicable to Borrower, the Articles of Incorporation or Bylaws of
Borrower, or any order, judgment, or decree of any court or other
agency of government or any agreement, instrument, or document binding
upon Borrower, and the Credit Agreement as heretofore amended as of the
date hereof is the legal, valid, and binding obligation of Borrower
enforceable against Borrower in accordance with its terms.
(b) No Default. No Default or Event of Default under
the Credit Agreement has occurred and is continuing.
(c) Warranties and Representations. The warranties
and representations of Borrower contained in this Agreement, the Credit
Agreement, and the Financing Agreements, shall be true and correct as
of the date hereof, with the same effect as though made on such date
except to the extent that such representations and warranties expressly
relate solely to an earlier date, in which such representations or
warranties were true and correct as of such earlier date.
3. Miscellaneous.
(a) Captions. Section captions used in this Agreement
are for convenience only, and shall not affect the construction of this
Agreement.
(b) Governing Law. This Agreement shall be a contract
made under and governed by the laws of the State of Ohio, without
regard to conflict of laws principals. Whenever possible, each
provision of this Agreement shall be interpreted in such a manner as to
be effective and valid under applicable law, but if any provision of
this Agreement shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in
counterparts, each of which counterparts shall be deemed to be an
original, but all of such counterparts shall together constitute but
one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be
binding upon Borrower and Bank and their respective successors and
assigns, and shall inure to the sole benefit of Borrower and Bank and
the successors and assigns of Borrower and Bank.
(e) References. Any reference to the Credit Agreement
or the Financing Agreements contained in any notice, request,
certificate, or other document executed concurrently with or after the
execution and delivery of this Agreement shall be deemed to include
this Agreement unless the context shall otherwise require.
(f) Continued Effectiveness. Notwithstanding anything
contained herein, the terms of this Agreement are not intended to and
do not serve to effect a novation as to the Credit Agreement. The
parties hereto expressly do not intend to extinguish the Credit
Agreement. Instead, it is the express intention of the parties hereto
to reaffirm the indebtedness created under the Credit Agreement which
is evidenced by the notes provided for therein and secured by the
Collateral. The Credit Agreement and each of the Loan Documents remain
in full force and effect.
Delivered at Youngstown, Ohio, on October 31, 1997.
ATLANTIS PLASTICS, INC.
(a Florida corporation)
By: /s/ XXXX XXXXXXXX
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Name Printed: Xxxx Xxxxxxxx
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Title: Executive V.P., Finance & Administration
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ATLANTIS PLASTICS INJECTION
MOLDING, INC.
(a Kentucky corporation)
By: /s/ XXXX XXXXXXXX
-------------------------------------
Name Printed: Xxxx Xxxxxxxx
---------------------------
Title: Executive V.P., Finance & Administration
-----------------------------------------
NATIONAL CITY BANK, NORTHEAST
By: /s/ XXXXX X. XXXXXXXX
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Printed Name: Xxxxx X. Xxxxxxxx
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Title: Vice President
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