Xxxxxx Trust and 000 Xxxx Xxxxxx Xxxxxx Telephone (000) 000-0000
Savings Bank X.X. Xxx 000
Xxxxxxx, Xxxxxxxx 00000-0000
XXXXXX
BANK
July 18, 1997
Gibraltar Packaging Group, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Second Amendment
Ladies/Gentlemen:
Please refer to the Credit Agreement dated as of September 25, 1996 (as
previously amended, the "Credit Agreement") among Gibraltar Packaging Group,
Inc. (the "Company"), various financial institutions and Xxxxxx Trust and
Savings Bank, as agent (the "Agent"). Terms not otherwise defined herein have
the meanings assigned to such terms in the Credit Agreement.
The Company, the Agent and the Banks agree that Section 13.2 of the
Credit Agreement is hereby amended in its entirety to read as follows:
13.2 Indemnification. Each Bank agrees to reimburse and
indemnify the Agent for, and hold the Agent harmless against (to the
extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), a share (determined
in accordance with the percentage which (x) the sum of (A) the
participations in all Letters of Credit of such Bank plus (B) the
principal amount of the Loans of such Bank is of (y) the sum of (A) the
Stated Amount of all Letters of Credit plus (B) the aggregate principal
amount of all loans) of any loss, damage, penalty, action, judgment,
obligation, cost, disbursement, liability or expense (including
attorneys' fees) incurred without gross negligence or willful
misconduct on the part of the Agent arising out of or in connection
with the performance of its obligations or the exercise of its powers
hereunder or under any other Loan Document or any other document or
instrument delivered hereunder or in connection herewith, as well as
the costs and expenses of defending against any claim against the Agent
arising hereunder or thereunder.
The Company, the Agent and the Banks agree that Section 13.7(a) of the
Credit Agreement is hereby amended by deleting the time "11:00 a.m." therein and
substaining therefor the time "12:00 noon".
The Company, the Agent and the Banks agree that the third sentence of
Section 14.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
Gibraltar Packaging Group, Inc.
July 18, 1997
Page 2
No amendment, modification, waiver or consent shall (i) extend or
increase the amount of the Commitments, (ii) extend the date for
payment of any principal of or interest on the Loans or any fees
payable hereunder, (iii) reduce the principal amount of any Loan, the
rate of interest thereon or any fees payable hereunder, (iv) release
all or substantially all of the collateral granted under the Collateral
Documents, or (v) change the aggregate Percentage required to effect an
amendment, modification, waiver or consent without, in each case, the
consent of all Banks.
Except as expressly set forth herein each term and provision of the
Credit Agreement continues in full force and effect. This letter agreement is
governed by the internal laws of the State of Illinois. This letter agreement
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall constitute but one and the same
letter agreement.
Very truly yours,
XXXXXX TRUST AND SAVINGS BANK,
Individually and as Agent
By /s/ Xxxx X. Xxxxxx
Title Vice President
Acknowledged and agreed to
As of July 18, 1997
GIBRALTAR PACKAGING GROUP, INC.
By /s/ Xxxx X. Xxxxx
