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EXHIBIT 10.2
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of March 11, 1997, among
ANCHOR GLASS CONTAINER CORPORATION, f/k/a Anchor Glass Acquisition Corporation,
a Delaware Corporation (the "Borrower"), the financial institutions party to the
Credit Agreement referred to below (the "Lenders"), BANKERS TRUST COMPANY, as an
Issuing Bank (an "Issuing Bank"), BT COMMERCIAL CORPORATION, acting as
Co-Syndication Agent and Agent (the "Agent"), and PNC BANK, NATIONAL
ASSOCIATION, as Co-Syndication Agent and as an Issuing Bank (an "Issuing Bank").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders, the Issuing Banks and the Agent
are parties to a Credit Agreement, dated as of February 5, 1997 (as amended,
modified or supplemented through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Section 2.2 of the Credit Agreement is hereby amended by (i)
re-lettering clause (ii)(D) as clause (ii)(E), (ii) inserting the following new
clause (ii)(D) in lieu thereof:
"(D) the Borrower's exposure (as determined by the Agent) under
any Interest Rate Agreements entered into in connection with
Section 7.15(b), and minus";
and (iii) deleting the reference to "clause (ii)(A), (B) and (C)" in the
sentence following clause (ii)(D) and inserting "clause (ii)(A), (B), (C) and
(D)" in lieu thereof.
2. Section 2.6 of the Credit Agreement is hereby amended by (i)
deleting the "and," appearing after the phrase "to the ratable payment of
interest due on the Revolving Loans" in subsection (d) and (ii) inserting the
following new phrase immediately before the period appearing at the end of the
first sentence in subsection (d):
"; and, sixth, to the ratable payment of any then due and
owing Obligations arising under any Interest Rate Agreement
entered into by the Borrower in connection with Section 7.15"
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3. Section 7.15 of the Credit Agreement is hereby amended by (i)
inserting "(a)" immediately following the section heading and (ii) inserting the
following new subsection (b):
"(b) From time to time the Borrower may enter into
other Interest Rate Agreements with respect to Indebtedness in a
manner satisfactory to the Agent, provided that the outstanding
exposure in connection therewith shall not exceed $7,500,000."
4. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations, warranties
and agreements contained in Article 6 of the Credit Agreement are true and
correct in all material respects on and as of the First Amendment Effective Date
(as defined in Section 8 of this Amendment) (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date) and (ii) there exists no Default or Event of Default on the
First Amendment Effective Date, in each case both before and after giving effect
to this Amendment.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower, the Agent and each Lender.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
8. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower and the Required Lenders shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
the Agent at its address for notice provided for in the Credit Agreement.
9. From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
ANCHOR GLASS CONTAINER
CORPORATION
By /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Treasurer
BT COMMERCIAL CORPORATION,
Individually, as Agent and as
Co-Syndication Agent
By /s/ Xxxx Xxxxxxxx-Keskinyan
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Name: Xxxx Xxxxxxxx-Keskinyan
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
Individually, as Co-Syndication Agent and
Issuing Bank
By /s/ Xxxxxx X. Xxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx Xxxxx
Title: Vice President
BANKERS TRUST COMPANY,
as Issuing Bank
By /s/ Xxxx Xxxxxxxx-Keskinyan
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Name: Xxxx Xxxxxxxx-Keskinyan
Title: Managing Director
