Xxxxxx Trust and 000 Xxxx Xxxxxx Xxxxxx Telephone (000) 000-0000
Savings Bank X.X. Xxx 000
Xxxxxxx, Xxxxxxxx 00000-0000
XXXXXX
BANK
As of March 31, 1997
Gibraltar Packaging Group, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: First Amendment
Ladies/Gentlemen:
Please refer to the Credit Agreement dated as of September 25, 1996
(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 1 of the Credit
Agreement is hereby amended by adding the following definition in appropriate
alphabetical order:
Fixed Charge Coverage Ratio means the ratio of (a) the
difference of (i) EBITDA for any Computation Period minus (ii) Capital
Expenditures made during such Computation Period to (b) the sum of (i)
Interest Expense for such Computation Period plus (ii) current
maturities of indebtedness for borrowed money which indebtedness by its
terms is due one year or less from the last day of such Computation
Date.
The Company, the Agent and the Banks agree that Section 10.6.2 of the
Credit Agreement is hereby amended in its entirety to read as follows:
10.6.2 Minimum Interest Coverage. Not permit the Interest
Coverage Ratio for any Computation Period, beginning with the
Computation Period ending September 30, 1996, to be less than (i) 1.75
to 1.00 for each Computation Period ending prior to Xxxxx 00, 0000,
(xx) 1.50 to 1.00 for each Computation Period ending on or after March
31, 1997 but prior to June 30, 1997, (iii) 1.45 to 1.00 for each
Computation Period ending on or after June 30, 1997 but prior to
September 30, 1997, (iv) 1.60 to 1.00 for each Computation Period
ending on or after September 30, 1997 but prior to December 31, 1997,
(v) 1.75 to 1.00 for each Computation Period ending on or after
December 31, 1997 but prior to Xxxxx 00, 0000, (xx) 2.00 to 1.00 for
each Computation Period ending on or after Match 31, 1998 but prior to
June 30, 1998, (vii) 2.25 to 1.00 for each Computation Period ending on
or after June 30, 1998 but prior to September 30, 1998, and (viii) 2.50
to 1.00 for each Computation Period ending on or after September 30,
1998.
Gibraltar Packaging Group, Inc.
As of March 31, 1997
Page 2
The Company, the Agent and the Banks agree that Section 10.6.3 of the
Credit Agreement is hereby amended in its entirety to read as follows:
10.6.3 Debt Ratio. Not permit the Debt Ratio as of the end of
any Fiscal Quarter to exceed (i) in the case of any Fiscal Quarter
ending on or before December 31, 1996, 3.75 to 1.00, (ii) in the case
of the Fiscal Quarter ending on March 31, 997, 4.05 to 1.00, (iii) in
the case of the Fiscal Quarter ending on June 30, 1997, 3.95 to 1.00,
(iv) in the case of the Fiscal Quarter ending on September 30, 1997,
3.75 to 1.00, (v) in the case of the Fiscal Quarter ending on December
31, 1997, 3.50 to 1.00, (vi) in the case of any Fiscal Quarter ending
after December 31, 1997 but on or before June 30, 1998, 3.25 to 1.00,
and (vii) in the case of any Fiscal Quarter ending after June 30, 1998,
2.50 to 1.00.
The Company, the Agent and the Banks agree that Section 10.6 of the
Credit Agreement is hereby amended by adding a new Section 10.6.4 to read as
follows:
10.6.4 Fixed Charge Coverage. Not permit the Fixed Charge
Coverage Ratio for any Computation Period, beginning with the
Computation Period ending June 30, 1997, to be less than (i) 0.825 to
1.00 for each Computation Period ending prior to July 1, 1997, (ii)
0.90 to 1.00 for each Computation Period ending on or after July 1,
1997 but prior to October 1, 1997, (iii) 1.00 to 1.00 for each
Computation Period ending on or after October 1, 1997 but prior to July
1, 1998, (iv) 1.10 to 1.00 for each Computation Period ending on or
after July 1, 1998 but prior to July 1, 1999, and (v) 1.20 to 1.00 for
each Computation Period ending on or after July 1, 1999.
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 March 31, 1997
GIBRALTAR PACKAGING GROUP, INC.
By /s/ Xxxx X. Xxxxx
