EXHIBIT 10.4
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT, dated as of November 16, 2001 (this "First Amendment"), with respect
to the Fourth Amended and Restated Revolving Credit Agreement dated as of August
20, 2001 (the "Credit Agreement"), among Comerica Bank and the other financial
institutions from time to time parties thereto (individually, a "Lender", and
collectively, "Lenders"), Comerica Bank, as Agent for the Lenders (in such
capacity, "Agent"), Plastipak Holdings, Inc., a Michigan corporation
("Holdings"), Plastipak Packaging, Inc., a Delaware corporation, Whiteline
Express, Ltd., a Delaware corporation, XXXX Realty, LLC, a Michigan limited
liability company, and Clean Tech, Inc., a Michigan corporation ("Borrowers"),
and Plastipak Packaging do Brazil, Ltda, a limited liability quota company
organized under the laws of Brazil ("Plastipak Brazil").
W I T N E S S E T H:
WHEREAS, the Lenders, the Agent, the Borrowers, Holdings and Plastipak
Brazil are parties to the Credit Agreement; and
WHEREAS, the Borrowers have requested the Agent and the Lenders amend
the Credit Agreement to extend the time for Plastipak Brazil to satisfy the
conditions in Section 5.12 of the Credit Agreement; and
WHEREAS, the Agent and the Lenders are willing to amend the Credit
Agreement on the terms and conditions provided herein;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, it is hereby agreed as follows:
ARTICLE I -- DEFINITIONS AND AMENDMENTS
1.1 Defined Terms. Capitalized terms used herein which are defined in
the Credit Agreement are used herein with such defined meanings.
1.2 Amendment to Section 7.23. Section 7.23 is amended to read in its
entirety as follows:
"7.23 Plastipak Brazil. Satisfy all conditions provided in Section 5.12
on or before January 31, 2002."
ARTICLE II -- REPRESENTATIONS AND WARRANTIES;
CONDITIONS PRECEDENT
2.1 Representations; No Default. On and as of the effective date
hereof and after giving effect to this First Amendment and to the transactions
contemplated hereby, Holdings and each Borrower hereby (i) confirms, reaffirms
and restates the representations and warranties set forth in Section 6 of the
Credit Agreement, except to the extent that such representations and warranties
relate solely to an earlier date in which case Holdings and each Borrower hereby
confirms, reaffirms and restates such representations and warranties on and as
of such earlier date, provided that the references to the Credit Agreement
therein shall be deemed to be references to the Credit Agreement as amended by
this First Amendment, and (ii) represents and warrants that no Default or Event
of Default has occurred and is continuing.
2.2 Effective Date. This First Amendment shall become effective when
(a) the Agent shall have received counterpart originals of this First Amendment,
in each case duly executed and delivered by Holdings, the Borrowers, Plastipak
Brazil, and the Majority Lenders.
ARTICLE III-- MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, all of the
provisions, covenants, terms and conditions of the Credit Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms.
3.2 Expenses. The Borrowers shall reimburse the Agent for all of its
reasonable costs and expenses including, without limitation, legal expenses,
incurred in connection with the preparation, execution and delivery of this
First Amendment.
3.3 Governing Law. This First Amendment shall be governed by, and
construed and interpreted in accordance with, the law of the State of Michigan.
3.4 Counterparts. This First Amendment may be executed by one or more
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
3.5 Guarantors. By its execution hereof, Holdings and each of the
Borrowers consents to the foregoing amendments and reaffirms and ratifies all of
its obligations to the Agent and the Lenders under the Guaranty.
2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed and delivered by their proper and duly authorized officers or
other representatives as of the date first above written.
HOLDINGS:
PLASTIPAK HOLDINGS, INC.
By:Xxxxxxx X. Xxxxxxx
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Its:Treasurer
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BORROWERS:
PLASTIPAK PACKAGING, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
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Its:Treasurer
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WHITELINE EXPRESS, LTD.
By:/s/ Xxxxxxx X. Xxxxxxx
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Its:Treasurer
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XXXX REALTY, LLC
By:/s/ Xxxxxxx X. Xxxxxxx
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Its:Treasurer
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3
CLEAN TECH, INC.
By:/s/ Xxxxxxx X. Xxxxxxx
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Its:Treasurer
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PLASTIPAK BRAZIL:
PLASTIPAK PACKAGING DO BRAZIL,
LTDA
By: /s/ Xxxxxxx Xxxxxxx
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Its:Administrative Finance Manager
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AGENT AND LENDERS:
COMERICA BANK, as Agent and as a Lender
By:/s/ Xxxxxx X. Xxxxxxxxxxx
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Its:Vice President
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STANDARD FEDERAL BANK
By:/s/ Xxxxxxx Xxxxxx
----------------------------------------
Its:First Vice President
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4
FLEET NATIONAL BANK
By:/s/ Marwan Isbaih
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Its:Director
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NATIONAL CITY BANK
By:/s/ Xxxxxxx X. Xxxxxxxxx
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Its:Assistant Vice President
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BANK ONE, MICHIGAN
By:/s/ Xxxx X. XxXxxxx
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Its:First Vice President
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ASSOCIATED BANK, N.A.
By:/s/ Xxxxxx X. Xxxxxx
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Its:Assistant Vice President
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FIRSTMERIT BANK, N.A.
By:/s/ Xxxxxxx X. Xxxxxxx
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Its:Vice President
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5
MARINE BANK
By:/s/ Xxxxxxx X. Xxxx
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Its:Senior Vice President
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