EXHIBIT 10.1
SIXTEENTH AMENDMENT TO CREDIT AGREEMENT
This Fifteenth Amendment to Credit Agreement ("Amendment") is made and
entered into as of May ___, 1999 by and between ATLANTIS PLASTICS, INC.
("Borrower"), XXXXXX FINANCIAL, INC., in its capacity as Agent for the Lenders
party to the Credit Agreement described below ("Agent") and the Lenders which
are signatories hereto.
WHEREAS, Agent, Lenders and Borrower are parties to a certain Credit
Agreement dated as of February 22, 1993 and all amendments thereto (as such
agreement has from time to time been amended, supplemented or otherwise
modified, the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Agreement and this Amendment, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Agreement.
2. AMENDMENTS. Subject to the conditions set forth below, the Agreement
is amended as follows:
(A) Subsection 1.1 is hereby amended by adding the following
definition to subsection 1.1 in its appropriate place:
"Sixteenth Amendment Effective Date" means May ___, 1999."
(B) Subsection 2.1(A) is amended by deleting the first paragraph of
subsection 2.1(A) in its entirety and inserting the following in lieu thereof:
"REVOLVING LOAN. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and
warranties of Borrower herein set forth, each Lender agrees to
lend to Borrower from time to time during the period from the
Fifteenth Amendment Effective Date to and excluding the Expiry
Date, its Pro Rata Share of the Revolving Loan. The aggregate
amount of all Revolving Loan Commitments shall be $15,000,000,
as reduced from time to time pursuant to subsection 2.4.
Amounts borrowed under this subsection 2.1(A) may be repaid
and reborrowed at any time prior to the Expiry Date. No Lender
shall have any obligation to make advances under this
subsection 2.1(A) to the extent any requested advance would
cause the principal balance of the Revolving Loans then
outstanding to exceed the Maximum Revolving Loan Amount;
provided that Lenders may, in their sole discretion, elect
from time to time to make Loans in excess of the Maximum
Revolving Loan Amount."
(C) Subsection 2.5 is amended by deleting the first sentence of
subsection 2.5 in its entirety and inserting the following in lieu thereof:
"This Agreement shall be effective until November 22, 1999
(the "Termination Date"), and the Commitments shall terminate
on said date."
(D) Subsection 6.2 is hereby amended by deleting subsection 6.2 in
its entirety and inserting the following in lieu thereof:
"6.2 FIXED CHARGE COVERAGE. The Fixed Charge Coverage, on a
trailing twelve (12) Fiscal Month basis, shall not be less
than 1.0 for the Fiscal Quarter ending June 30, 1999 and each
Fiscal Quarter thereafter."
(E) Subsection 6.5 is hereby amended by deleting subsection 6.5 in
its entirety and inserting the following in lieu thereof:
"6.5 EBIDAT. EBIDAT, on a trailing twelve (12) Fiscal Month
basis, shall not be less than $27,500,000 for the Fiscal
Quarter ending June 30, 1999 and each Fiscal Quarter
thereafter."
3. COVENANTS. Notwithstanding the limitations of subsection 7.11,
Borrowers may make payments of fees and compensation to Trivest, Inc. and its
officers and subsidiaries, for May 22, 1999 through November 22, 1999, so long
as such payments do not exceed 105% of the total amount paid from May 22, 1999
through November 22, 1999.
4. CONDITIONS. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Agent):
(a) Borrower shall have executed and delivered this Amendment,
and such other documents and instruments as Agent may require shall
have been executed and/or delivered to Agent;
(b) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other
legal matters incident thereto shall be satisfactory to Agent and its
legal counsel;
(c) No Default or Event of Default shall have occurred and be
continuing;
(d) Borrower shall have executed and delivered to Agent an
Amended Revolving Note in the amount of $15,000,000; and
(e) Borrower shall have paid Agent a closing fee in the amount
of $18,750.
5. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
into this Amendment, Borrower represents and warrants to Agent and Lenders that
(a) the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Borrower and that
this Amendment has been duly executed and delivered by Borrower and (b) each of
the representations and warranties set forth in Section 4 of the Agreement
(other than those which, by their terms, specifically are made as of certain
date prior to the date hereof) are true and correct in all material respects as
of the date hereof.
6. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
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7. REFERENCES. Any reference to the Agreement contained in any
document, instrument or agreement executed in connection with the Agreement
shall be deemed to be a reference to the Agreement as modified by this
Amendment.
8. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
9. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Agreement. Except as expressly modified
and superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
ATLANTIS PLASTICS, INC.
By:____________________________
Name Printed: Xxxx Xxxxxxxx
Title:_________________________
XXXXXX FINANCIAL, INC.,
Individually and as Agent
By:___________________________
Name Printed: Xxxxx X. Xxxx
Title: Assistant Vice President
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ACKNOWLEDGMENT
Each of Atlantis Molded Plastics, Inc., Atlantis Plastic Injection
Molding, Inc. (f/k/a Cyanede Plastics, Inc.), Atlantis Plastic Films, Inc. and
Xxxxxx Plastics, Inc. hereby acknowledges and consents to the terms of this
Agreement and hereby affirms, ratifies and confirms all of the terms and
provisions of the such entity's Guaranty in favor of Agent and Lenders.
ATLANTIS MOLDED PLASTICS, INC.
By:___________________________
Name Printed: Xxxx Xxxxxxxx
Title:________________________
ATLANTIS PLASTIC INJECTION
MOLDING, INC.
By:___________________________
Name Printed: Xxxx Xxxxxxxx
Title:________________________
ATLANTIS PLASTIC FILMS, INC.
By:___________________________
Name Printed: Xxxx Xxxxxxxx
Title:________________________
XXXXXX PLASTICS, INC.
By:___________________________
Name Printed: Xxxx Xxxxxxxx
Title:________________________
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