Exhibit 4.3(c)
9/29/99
TENTH AMENDMENT TO CREDIT AGREEMENT
TENTH AMENDMENT TO CREDIT AGREEMENT ("Tenth Amendment"), dated as of
October 7, 1999 to the Credit Agreement, dated as of May 17, 1996, among
Packaging Resources Incorporated, a Delaware corporation (the "Borrower"),
the lender signatories thereto ("Lenders") and LaSalle Bank, N.A., a national
banking association, f/k/a LaSalle National Bank ("LaSalle"), as agent for
such Lenders ("LaSalle, in such capacity, the "Agent").
WHEREAS, the Borrower, the Lenders and the Agent have entered into that
certain Credit Agreement dated as of May 17, 1996 as amended by that certain
First Amendment to Credit Agreement, dated December 12, 1996, by and among
the Borrower, the Lenders and the Agent ("First Amendment"), by that certain
Second Amendment to Credit Agreement dated as of April 24, 1997, by and among
the Borrower, the Lenders and the Agent ("Second Amendment"), by that certain
Third Amendment to Credit Agreement dated August 27, 1997, by and among the
Borrower, the Lenders and the Agent ("Third Amendment"), by that certain
Fourth Amendment to Credit Agreement dated as of April 30, 1998, by and among
the Borrower, the Lenders and the Agent ("Fourth Amendment"), by that certain
Fifth Amendment to Credit Agreement and First Amendment to Security Agreement
dated August 5, 1998 by and among the Borrower, the Lenders and the Agent, by
that certain Sixth Amended to Credit Agreement dated as of February 25, 1999
by and among the Borrower, the Lenders and the Agent, by that certain Seventh
Amendment to Credit Agreement dated April 27, 1999 by and among the Borrower,
the Lenders and the Agent, by that certain Eighth Amendment to Credit
Agreement dated May 18, 1999 by and among the Borrower, the Lenders and the
Agent and by that certain Ninth Amendment to Credit Agreement dated August
25, 1999 by and among the Borrowers, the Lenders, and the Agent (said Credit
Agreement, as amended, is hereinafter referred to as the "Credit Agreement");
WHEREAS, the Borrower, the Lenders and the Agent wish to amend and
modify certain of the provisions of the Credit Agreement pursuant to the
terms hereof;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and contained in the Credit
Agreement, the parties hereto hereby agree as follows:
1. DEFINITIONS. Except as otherwise provided herein, capitalized terms used
herein without definition shall have the meanings set forth in the Credit
Agreement.
* * *
2. REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING LIMIT. Section 2.2(a)
of the Credit Agreement is hereby deleted and the following is inserted in
its stead:
"Section 2.2 REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING LIMIT.
(a) The Revolving Loan shall not at any time, when taken with the Letter of
Credit Usage at such time (after giving effect to any concurrent
reimbursement of a Letter of Credit with the proceeds of a Revolving Advance
pursuant to Section 4A.1(c) hereof) exceed the lesser of (i) Twenty-Five
Million Five Hundred Thousand Dollars ($25,500,000) ("Revolving Credit
Facility Commitment") and (ii) the Borrowing Base as of such time (the lesser
of (i) and (ii) being the "Borrowing Limit")."
* * *
3. SALE AND LEASEBACK. The Agent and Lenders hereby consent to the sale and
leaseback by the Borrower of certain of its Equipment consisting of the
thermoforming line #10 at the Borrower's Michigan facility; PROVIDED that the
sales proceeds to be received by the Borrower in connection with such
transaction equal or exceed $2,880,000 and that such proceeds are disbursed
in accordance with the terms of the Senior Note Documents.
4. CONDITIONS PRECEDENT. This Tenth Amendment shall become effective upon
the Agent receiving each of the following documents, each in form and
substance acceptable to the Agent.
(i) A Certificate of Secretary of the Borrower authorizing or
ratifying the execution, delivery and performance of this Tenth Amendment;
and
(ii) An Amended and Restated Revolving Note in the form of
Exhibit 2.3 attached hereto and incorporated herein.
Upon the effectiveness of this Tenth Amendment, the Agent shall deliver to
the Borrower, the Revolving Note previously executed by the Borrower and
delivered to LaSalle, which Revolving Note shall be marked "Amended and
Superseded."
5. CONTINUING EFFECT. Except as otherwise specifically set out herein, the
provisions of the Loan Agreement shall remain in full force and effect.
6. COUNTERPARTS. This Tenth Amendment may be executed in any number of
separate counterparts, each of which shall, collectively and separately,
constitute one agreement.
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IN WITNESS WHEREOF, this Tenth Amendment has been duly executed as of
the date first written above.
PACKAGING RESOURCES INCORPORATED,
as Borrower
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Executive Vice President
LASALLE BANK, N.A.
as Agent and Lender
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Assistant Vice President
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