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EXHIBIT 10.3
AMENDMENT TO CREDIT AGREEMENT
This Amendment to Credit Agreement, dated as of September 30, 1995 ,
1995 (this "Agreement") is by and between Atlantis Plastics, Inc., a Florida
corporation and Atlantis Plastics Injection Molding, Inc., a Kentucky
corporation (collectively, the "Borrower"), and National City Bank, Northeast
(the "Bank").
RECITALS
A. Borrower and Bank are parties to that certain Credit Agreement dated
as of May 19, 1995 (the "Credit Agreement"). Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
B. The parties hereto wish to amend the Credit Agreement, as provided
herein.
NOW THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to the Credit Agreement. The Credit Agreement is hereby
amended as follows:
Section 3B.04 of the Credit Agreement is amended to provide that for the
Fiscal Quarters ending September 30, 1995, and December 31, 1995, Indebtedness
to EBIDAT shall not be greater than 5.0 at the end of such Fiscal Quarters
calculated on a trailing twelve (12) Fiscal Month basis. Thereafter,
Indebtedness to EBIDAT, on a trailing twelve (12) Fiscal Month basis, shall not
be greater than 4.75 at the end of any Fiscal Quarter.
2. Representations and Warranties. To induce Bank to enter into this
Agreement, Borrower represents and warrants to Bank that:
(a) Authority and Binding Effect. The execution, delivery, and
performance by Borrower of this Agreement is within its corporate power, has
been duly authorized by all necessary corporate action (including, without
limitation, shareholder approval), has received all necessary government
approvals (if any shall be required), and does not and will not contravene or
conflict with any provision of law applicable to Borrower, the Certificate of
Incorporation or Bylaws of Borrower, or any order, judgment, or decree of any
court or other agency of government or any agreement, instrument, or document
binding upon Borrower, and the Credit Agreement as heretofore amended as of the
date hereof is the legal, valid, and binding obligation of Borrower enforceable
against Borrower in accordance with its terms.
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(b) No Default. No Default or Event of Default under the Credit
Agreement has occurred and is continuing.
(c) Warranties and Representations. The warranties and
representations of Borrower contained in this Agreement, the Credit Agreement,
and the Financing Agreements, shall be true and correct as of the date hereof,
with the same effect as though made on such date except to the extent that such
representations and warranties expressly relate solely to an earlier date, in
which such representations or warranties were true and correct as of such
earlier date.
3. Miscellaneous.
(a) Captions. Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made under
and governed by the laws of the State of Ohio, without regard to conflict of
laws principles. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in counterparts,
each of which counterparts shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be binding upon
Borrower and Bank and their respective successors and assigns, and shall inure
to the sole benefit of Borrower and Bank and the successors and assigns of
Borrower and Bank.
(e) References. Any reference to the Credit Agreement or the
Financing Agreements contained in any notice, request, certificate, or other
document executed concurrently with or after the execution and delivery of this
Agreement shall be deemed to include this Agreement unless the context shall
otherwise require.
(f) Continued Effectiveness. Notwithstanding anything contained
herein, the terms of this Agreement are not intended to and do not serve to
effect a novation as to the Credit Agreement. The parties hereto expressly do
not intend to extinguish the Credit Agreement. Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under the
Credit Agreement which is evidenced by the notes provided for therein and
secured by the Collateral. The Credit Agreement and each of the Loan Documents
remain in full force and effect.
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Delivered at Atlanta, Georgia, as of the date and year first above written.
ATLANTIS PLASTICS, INC.
(a Florida corporation)
By: /s/ Xxxxx Xxxxx
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Printed Name: Xxxxx Xxxxx
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Title: Vice President & Controller
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ATLANTIS PLASTICS INJECTION
MOLDING, INC.
(a Kentucky corporation)
By: /s/ Xxxxx Xxxxx
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Printed Name: Xxxxx Xxxxx
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Title: Vice President
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NATIONAL CITY BANK, NORTHEAST
By: /s/ Xxxxx X. Xxxxxxxx
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Printed Name: XXXXX X. XXXXXXXX
Title: Vice President
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