Exhibit 4.5
FIRST AMENDMENT AGREEMENT
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THIS FIRST AMENDMENT AGREEMENT (this "Amendment"), dated as of December
14, 2000, is among AptarGroup, Inc. (the "Borrower"), the financial institutions
listed on the signature pages hereto as Lenders (the "Lenders"), Deutsche Bank
AG New York Branch and/or Cayman Islands Branch (the "Accession Lender") and
Bank of America, National Association (f/k/a Bank of America National Trust and
Savings Association) as Agent for the Lenders;
W I T N E S E T H:
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WHEREAS, the Borrower, the Lenders and the Agent are parties to that
certain Multi-Currency Credit Agreement dated as of June 30, 1999 (the "Credit
Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as
hereinafter set forth;
WHEREAS, the Accession Lender wishes to become a Lender under the Credit
Agreement;
NOW, THEREFORE, the parties hereto, in consideration of the premises and
the mutual agreements herein contained, hereby agree as follows:
Section 1. Credit Agreement Definitions Capitalized terms used herein that
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are defined in the Credit Agreement shall have the same meaning when used herein
unless otherwise defined herein.
Section 2. Amendments To Credit Agreement. Effective on (and subject to
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the occurrence of) the First Amendment Effective Date (as defined below), the
Credit Agreement shall be amended as follows:
2.1 Events of Default. Section 7.1(e) of the Credit Agreement is hereby
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amended to state in its entirety as follows:
"(e) (x) default by the Borrower or any Subsidiary occurs in the
payment when due of Indebtedness in an aggregate principal amount of
$5,000,000 or (y) a default by the Borrower or any Subsidiary or other
circumstance occurs under any Contractual Obligation under which any
Indebtedness of the Borrower or any Subsidiary in an aggregate principal
amount of $5,000,000 is issued or created and such default or other
circumstance continues for a period of time sufficient to permit the holder
or beneficiary of such Indebtedness, or a trustee therefor, to cause the
acceleration of the maturity of any such Indebtedness or any mandatory
unscheduled prepayment, purchase, or other early funding thereof;"
2.2 Schedule 2.1. Schedule 2.1 to the Credit Agreement is deleted in its
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entirety and Schedule 2.1 to this Amendment is substituted therefore.
Section 3. Addition of Lender.
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(a) By execution hereof, Accession Lender, as of the First Amendment
Effective Date, shall become a Lender under the Credit Agreement, as amended
through the First Amendment Effective Date, with a Commitment as set forth on
Schedule 2.1 attached to this Amendment and from and after the First Amendment
Effective Date shall have all the rights and obligations of a Lender thereunder.
(b) Accession Lender hereby confirms it has received a copy of the
Credit Agreement and Exhibits related thereto, together with copies of the
documents which were required to be delivered under the Credit Agreement as a
condition to the effectiveness thereof. Accession Lender acknowledges and
agrees that it (i) has made and will continue to make such inquiries and has
taken and will take such care on its own behalf as would have been the case had
it been a Lender under the Credit Agreement as of the Effective Date and (ii)
has made and will continue to make, independently and without reliance upon the
Agent or any other Lender and based on such documents and information as it has
deemed appropriate, its own credit analysis and decisions relating to the Credit
Agreement. Accession Lender further acknowledges and agrees that neither the
Agent nor any Lender makes any representations or warranties about the
creditworthiness of the Borrower or any other party to the Credit Agreement or
any other Loan Document or with respect to the legality, validity, sufficiency
or enforceability of the Credit Agreement or any other Loan Document or the
value of any security therefor.
Section 4. Representation And Warranties. In order to induce the Lenders,
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the Accession Lender and the Agent to execute and deliver this Amendment, the
Borrower hereby represents and warrants to each Lender, the Accession Lender and
the Agent that:
(a) No Event of Default or Default has occurred and is continuing or
will result from the execution and delivery or effectiveness of this
Amendment; and
(b) the warranties of the Borrowers contained in Section 5 of the
Credit Agreement are true and correct as of the date hereof, with the same
effect as though made on such date; provided that with respect to Section
5.10 the reference to December 31, 1998 therein shall instead be a
reference to December 31, 1999 and the reference to March 31, 1999 therein
shall instead be a reference to September 30, 2000.
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Section 5. Conditions to Effectiveness.
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(a) The Amendment set forth in Section 2 hereof shall become
effective on the date (the "First Amendment Effective Date") when the Agent
shall have received all of the following, each in form and substance
satisfactory to the Agent:
(i) eight counterparts of this Amendment executed by the
Borrower, the Agent and the Required Lenders (for purposes of such
calculation, the Accession Lender shall not be included as a Lender);
(ii) certified copies of resolutions of the Board of
Directors of the Borrower authorizing the execution and delivery by the
Borrower of its obligations under the Credit Agreement as amended by this
Amendment;
(iii) an opinion of Sidley & Austin in substantially the form
delivered in connection with the initial closing of the Credit Agreement;
(iv) such other documents as the Agent or any Lender may
reasonably request.
(b) The provisions of Section 3 of this Amendment shall become
effective as of the First Amendment Effective Date upon receipt by the Agent of
eight counterparts of this Amendment executed by the Accession Lender and
satisfaction of the conditions set forth in Section 5(a).
Section 6. Repayments and Reborrowings. Upon satisfaction of the
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conditions set forth in Section 5(b), the outstanding Loans shall be reallocated
among the Lenders (including the Accession Lender) to reflect the Commitments
after giving effect to this Amendment on such date as the Agent shall determine
with the intent being to minimize amounts due under Section 2.11.
Section 7. Reaffirmation of Loan Documents. From and after the date
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hereof, each reference that appears in any other Loan Document to the Credit
Agreement shall be deemed to be a reference to the Credit Agreement as amended
hereby. As amended hereby, the Credit Agreement is hereby reaffirmed, approved
and confirmed in every respect and shall remain in full force and effect.
Section 8. Counterparts; Effectiveness. This Amendment may be executed by
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the parties hereto in any number of counterparts and by the different parties on
separate counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same agreement.
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Section 9. Governing Law; Entire Agreement. This Amendment shall be
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deemed a contract made under and governed by the laws of the State of Illinois,
without giving effect to conflicts of laws principles. This agreement
constitutes the entire understanding among the parties hereto with respect to
the subject matter hereof and supersedes any prior agreements with respect
thereto.
Section 10. Loan Document. This Amendment is a Loan Document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
APTARGROUP, INC.
By: /s/ Xxxxxxx Xxxxx
Title: Executive Vice President, Chief Financial
Officer and Secretary
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BANK OF AMERICA, NATIONAL
ASSOCIATION (f/k/a Bank of America National
Trust and Savings Association), as Agent and
Lender
By: /s/ X.X. Xxxxxxxx
Title: Principal
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SOCIETE GENERALE - NEW YORK BRANCH, as Lender
By: /s/ Xxxxx Xxxxxx
Title: Managing Director
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ABN AMRO BANK N.V., as Lender
By:________________________________
Title:_____________________________
By:________________________________
Title:_____________________________
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FLEET NATIONAL BANK, as Lender
By: /s/ X. Xxxxxxx Xxxxxx Jr.
Title: Senior Vice President
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DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH, as
Accession Lender
By: /s/ Xxxxxx X. Xxxxx, Xx.
Title: Managing Director
By: /s/ X. Xxxx
Title: Vice President
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SCHEDULE 2.1
COMMITMENTS
Bank Commitment Percentage
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BANK OF AMERICA, N.A. $ 28,700,000 28.7%
ABN AMRO BANK N.V. $ 10,000,000 10.0%
FLEET NATIONAL BANK $ 28,000,000 28.0%
SOCIETE GENERALE - NEW YORK
BRANCH $ 18,300,000 18.3%
DEUTSCHE BANK-NEW YORK
BRANCH AND/OR CAYMAN
ISLANDS BRANCH $ 15,000,000 15.0%
TOTAL $100,000,000 100.00%
