EXHIBIT 4K
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT is made and
entered into effective as of the 7 day of April ,
1997, by and between Sealright Co., Inc., a Delaware corporation
( Sealright ), and UMB Bank, n.a., f/k/a United Missouri Bank,
n.a, a national banking association ( Bank ).
WHEREAS, Sealright and Bank entered into a Credit Agreement
(the Agreement ) dated as of October 22, 1991, the terms of
which were modified and amended by an Amendment to Credit
Agreement dated as of August 5, 1991, a Second Amendment to
Credit Agreement dated as of December 20, 1994, a Third Amendment
to Credit Agreement dated as of December 1, 1995, a letter
agreement dated January 24, 1996, and a letter agreement dated
February 27, 1997 (the Agreement, as thereby modified and
amended, hereinafter the Credit Agreement ); and
WHEREAS, Sealright has requested that the Bank issue one or
more letters of credit on its account; and
WHEREAS, the Bank is willing, on the terms set forth herein,
to grant such request .
NOW, THEREFORE, in consideration of the mutual agreements of
the parties hereto, and for other good and valuable
consideration, the receipt of which is hereby acknowledge, the
parties mutually agree as follows:
1. A new Section 1.41 is hereby added to the Credit Agreement
to read as follows:
The term Loans means all loans outstanding under the
Revolving Credit.
2. Section 2 of the Credit Agreement is hereby deleted and
replaced in its entirely with the following:
2. THE REVOLVING CREDIT/ ISSUANCE OF LETTERS OF
CREDIT. Subject to all of the terms and conditions
hereof, and so long as there shall exist no Default, on
such dates as Sealright may request (which are called
Closing Dates ), the Bank will lend to Sealright,
during the period from the effective date of this
Agreement to the termination of the Revolving Credit,
such amounts (in integral multiples of $100,000) as
Sealright may from time to time require by notice to
the Bank (the Revolving Credit ). Any Loans in excess
of $5,000,000 shall require three (3) business days
written notice from Sealright; any permitted oral
notice under this Article 2 shall be confirmed in
writing within twenty-four (24) hours. Each Loan will
be made at the Bank s office by recording the amount
thereof on the Promissory Note (as defined in Section
2.2. below) and by crediting the amount thereof to the
general account of Sealright with the Bank. The
proceeds of each such Loan shall be applied only as
provided in Section 2.5 below.
Subject also to all of the terms and conditions of
this Agreement, and so long as there shall exist no
Default, the Bank will issue from time to time for the
account of Sealright one or more letters of credit;
provided, however, the aggregate exposure under all
outstanding letters of credit plus the aggregate
outstanding principal amount of all Loans under the
Revolving Credit shall at no time and in no event
exceed the maximum amount which may be outstanding
under the Revolving Credit. Letters of credit will be
issued on any business day on or after the date hereof
provided, however, that the maturity of any letter of
credit issued hereunder shall be no later than one (1)
day prior to the date the Revolving Credit shall
terminate as provided herein. Sealright may from time
to time request a letter of credit by providing a
notice to the Bank which is actually received not later
than 3:00 p.m. (Kansas City time) on the first business
day prior to the requested issuance for such letter of
credit. Such notice shall specify (a) the amount of
the requested letter of credit, (b) the beneficiary
thereof, (c) the requested issuance date and (d) the
principal terms of the text for such letter of credit.
Each letter of credit will be issued by the Bank by
forwarding such letter of credit as directed in
writing by Sealright. In connection with the
issuance of any letter of credit, Sealright shall
execute and deliver to the Bank any customary letter
of credit application forms generally required by the
Bank.
If and to the extent a drawing is at any time
made under any such letter of credit, the Bank shall
immediately notify Sealright of such draw and
Sealright shall immediately elect whether the LIBOR
Rate shall apply to the advance made to pay such
draw. In the event the LIBOR Rate is selected, until
the prior notice period for electing the LIBOR Rate
as set forth in Section 2.4 has expired, the
applicable interest rate shall be the rate for prime
based borrowings set forth in Section 2.4 of the
Credit Agreement. In the event no advance may be
made to the Borrower on the Revolving Credit, the
Borrower shall pay to the Banks the amount of the
draw upon demand and interest shall accrue on the
amount of the draw at the rate for prime based
borrowings set forth in Section 2.4 of the Credit
Agreement, from the date the draw was paid by the
Bank until the amount of the draw is paid by
Sealright.
This Agreement shall supersede any terms of any
letter of credit applications or other documents
which are irreconcilably inconsistent with the terms
hereof or thereof. Sealright agrees to pay to the
Bank letter of credit fees equal to three-eights of
one percent (3/8%) of the face amount of each letter
of credit, subject to a minimum fee in each case of
$150.00."
3. All provisions of the Credit Agreement not expressly amended
hereby shall remain in full force and effect as if this
Amendment had not been executed.
4. This Amendment shall be effective from and after the date
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Fourth Amendment to Credit Agreement as of this 7 day of
April , 1997.SEALRIGHT CO., INC.
By /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice
President/Chief
Financial Officer
UMB BANK, n.a.
By /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice
President
