EXHIBIT 10.15
WAIVER, CONSENT AND FOURTH AMENDMENT
THIS WAIVER, CONSENT AND FOURTH AMENDMENT (the "Agreement") dated as of
April 19, 2002, is to that Credit Agreement dated as of August 29, 1998, as
amended by a First Amendment to Credit Agreement dated as of December 18, 1998,
as amended by a Second Amendment to Credit Agreement dated as of July 10, 2000
and as further amended by a Waiver and Third Amendment to Credit Agreement dated
as of May 15, 2001 (as may be subsequently amended and modified from time to
time, the "Credit Agreement"; terms used but not otherwise defined herein shall
have the meanings provided in the Credit Agreement), by and among TUFCO, L.P., a
Delaware limited partnership (the "Borrower"), TUFCO TECHNOLOGIES, INC., a
Delaware corporation (the "Parent"), the other guarantors defined therein, the
several banks and other financial institutions identified therein (the
"Lenders") and WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First
Union National Bank, as agent for the Lenders thereunder (in such capacity, the
"Agent").
WITNESSETH:
WHEREAS, the Lenders have established a secured credit facility for the
benefit of the Borrower pursuant to the terms of the Credit Agreement;
WHEREAS, (i) the Borrower has advised the Agent that it intends to sell
a Jagenberg paper sheeter and other minor assets, with a net book value of
approximately $498,000, for approximately $581,000 in total cash consideration
("Equipment Sale") and (ii) the Borrower has suggested to the Agent that the
definition of "Capital Expenditures" is subject to interpretation and that an
amendment thereto is necessary to clarify the meaning thereof;
WHEREAS, (i) the Equipment Sale is prohibited under Section 11.8 of the
Credit Agreement and the Borrower has requested that the Required Lenders
consent to the Equipment Sale and grant a limited one-time waiver of the
Borrower's obligations under Section 11.8 of the Credit Agreement and (ii) the
Borrower and the Required Lenders have determined that it is advisable to amend
the definition of "Capital Expenditures" in the Credit Agreement to clarify the
interpretation thereof in the manner set forth herein and have concluded that no
previous violations have occurred as result of interpretation;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. Waiver and Consent. The Lenders hereby consent to the Equipment
Sale and grant a limited one-time waiver of the Borrower's obligations under
Section 11.8 of the Credit Agreement and waive any Default or Event of Default
that would otherwise result from the Equipment Sale so long as the Borrower
immediately applies 100% of the Net Proceeds from the Equipment Sale to prepay
the Term Loan in accordance with the provisions of Section 6.4(a)(i) of the
Credit Agreement.
B. Amendment. The definition of "Capital Expenditures" in Section 1.1
of the Credit Agreement is hereby amended in its entirety to read as follows:
"Capital Expenditures" means, for any period, all expenditures
(calculated on a gross basis, without reduction for proceeds from asset
dispositions or any other amount) of Parent and the Subsidiaries which
are classified as capital expenditures in accordance with GAAP
including all such expenditures associated with Capital Lease
Obligations but excluding capital
expenditures made in connection with the expansion of the Borrower's
Green Bay, Wisconsin production facility in an aggregate amount not to
exceed $3,000,000.
C. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and Exhibits) remain in full force and effect.
D. This Agreement shall become effective upon the receipt by the Agent
of counterparts of this Agreement, executed by a duly authorized officer of each
party hereto.
E. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Agreement,
including without limitation, the reasonable fees and expenses of Agent's legal
counsel.
F. This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Agreement to produce or account for
more than one such counterpart.
G. This Agreement and the Credit Agreement, as amended hereby, shall be
deemed to be contracts made under, and for all purposes shall be construed in
accordance with the laws of the State of North Carolina.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date and year
first above written.
BORROWER: TUFCO, L.P.,
By: Tufco Tech, Inc.
its Managing General Partner
By:
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Name:
Title:
PARENT: TUFCO TECHNOLOGIES, INC.,
By:
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Name:
Title:
OTHER
GUARANTORS: TECHNOLOGIES I, INC.
By:
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Name:
Title:
TUFCO, INC.
By:
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Name:
Title:
TFCO, INC.
By:
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Name:
Title:
FOREMOST MANUFACTURING COMPANY INC.
By:
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Name:
Title:
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TUFCO TECH, INC.
By:
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Name:
Title:
AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION,
formerly known as FIRST UNION NATIONAL BANK,
as Administrative Agent and as a Lender
By:
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Name:
Title:
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XX XXXXXX XXXXX BANK
By:
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Name:
Title:
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