THIRD AMENDMENT TO CREDIT AGREEMENT
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THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June
17, 1997, among SWEETHEART HOLDINGS INC., a Delaware corporation ("Holdings"),
SWEETHEART CUP COMPANY INC., a Delaware corporation (the "Borrower"), the
financial institutions party hereto (the "Banks"), and BANKERS TRUST COMPANY, as
Agent for the Banks (the "Agent"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement.
WITNESSETH:
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WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a
Credit Agreement, dated as of August 30, 1993 (as amended, modified or
supplemented through the date hereof, the "Credit Agreement); and
WHEREAS, subject to the terms and conditions contained in this Amendment,
the parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 9.02(v)(y) of the Credit Agreement is hereby amended by
inserting the text "(or $14,000,000 in case of the fiscal year of Holdings ended
December 31, 1997, so long as approximately $13,325,000 of such amount consists
of Net Proceeds from the sale of the Heidelberg Press, the Xxxxxxx Flexograph
Press and related tooling, blanking and sheeting equipment owned by the
Borrower)" after the word "Holdings" appearing in clause (B) of the proviso to
said Section."
2. Section 9.10 of the Credit Agreement is hereby amended by deleting
from the table appearing therein the ratio "1.70:1" set forth opposite the
fiscal quarter ended June 30, 1997 and inserting the new ratio "1.60:1" in lieu
thereof.
3. Section 9.11 of the Credit Agreement is hereby amended by deleting
from the table appearing therein the amount "$405,000,000" set forth opposite
the fiscal quarter ended closest to June 30, 1997 and inserting the amount
"$410,000,000" in lieu thereof.
4. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Third Amendment
Effective Date, both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects on the Third Amendment Effective Date both before and after giving
effect to this Amendment, with the same effect as though such representations
and warranties had been made on and as of the Third Amendment Effective Date
(it being understood that any representation or warranty made as of a
specific date shall be true and correct in all material respects as of such
specific date.)
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 and the Agent.
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 "Third
Amendment Effective Date") when each of Holdings, the Borrower and the Required
Banks 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 Notice Office. The Agent shall
promptly notify the Borrower and the Banks in writing of the Third Amendment
Effective Date.
9. From and after the Third Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended
hereby.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
SWEETHEART HOLDINGS INC.
By /s/ Xxxxx Xxxxxxx
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Treasurer
SWEETHEART CUP COMPANY INC.
By /s/ Xxxxx Xxxxxxx
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Treasurer
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ X. X. Xxxxxx
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Vice President
HSBC AMERICAS, INC.
By /s/ X. X. Xxxxx
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Senior Vice President
ABN AMRO BANK, N.V.
San Francisco International Branch
By /s/ Xxxxxx X. Xxxxxxx
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Group Vice President
By /s/ Xxxx X. Xxxxxxxxx
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Vice President
FIRST NATIONAL BANK OF MARYLAND
By /s/ X.X. Xxxxxx
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Vice President
U.S. BANK OF OREGON
By /s/ Xxxxxxx X. Xxxx
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Vice President
