Exhibit 10.2
FOURTH AMENDMENT TO WARRANT
This FOURTH AMENDMENT TO WARRANT dated as of July 17, 1997 (this
"Amendment") is by and between BAGCRAFT CORPORATION OF AMERICA, a Delaware
corporation ("Company"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GE
Capital"), a New York corporation.
R E C I T A L S:
WHEREAS, GE Capital is the holder of Warrant No. 2 issued by Company on
December 30, 1996 (as from time to time amended, restated, supplemented or
otherwise modified, the "Warrant");
WHEREAS, GE Capital and Company wish to amend the Warrant as set forth
herein;
and
NOW THEREFORE, for and in consideration of the terms set forth herein
and in the premises, the parties hereto agree as follows:
1. Definitions. Except as otherwise set forth herein, all defined terms
herein shall have the respective meanings ascribed thereto in the Warrant and
the Loan Agreement.
2. Amendment to Warrant. The Warrant is hereby amended as follows:
(a) The text ", subject to adjustment as provided herein" is
inserted immediately after the text "No. of Shares of Common Stock:
709.77" contained on the cover page and on page one of the Warrant.
(b) The following text is inserted as the final paragraph of
the preamble contained on page one of the Warrant:
"Notwithstanding anything to the contrary contained herein or
in any other Loan Document, if Term Loan C is not indefeasibly
paid in full in cash on or prior to January 1, 1998 solely (a)
pursuant to a repayment of the Second ARTRA Note in accordance
with the terms thereof with funds other than those derived
directly or indirectly from the Company or any Subsidiary
thereof and/or (b) with funds derived from the issuance of
common equity of the Company to the extent permitted in
accordance with the terms of the Loan Agreement (whether or
not the Loan Agreement shall then be in effect), then the
number of Shares of Common Stock of the Company initially (and
subject to further adjustment as provided herein) represented
by this Warrant shall be increased to (i) 933.83 Shares of
Common Stock as of February 1, 1998 and continuing through
Xxxxx 00, 0000, (xx) 1168.16 Shares of Common Stock as of May
1, 1998 and continuing through July 31, 1998 and (iii) 1413.27
Shares of Common Stock as of and continuing after August 1,
1998."
(c) The text ", the Second ARTRA Note" is inserted immediately
after the text "the ARTRA Note" appearing in the final paragraph of the
definition of "Current Market Value" contained in Section 1 of the
Warrant.
(d) The following text is inserted as the final paragraph of
Section 1 of the Warrant:
"Except as otherwise set forth herein, all capitalized terms
used but not defined herein shall have the respective meanings
ascribed thereto in the Loan Agreement, regardless of whether
the Loan Agreement shall be in effect. Furthermore,
notwithstanding the termination of any other Loan Document
prior to the termination of this Warrant, for purposes of each
reference herein to any such Loan Document or term used herein
but defined therein, such reference shall be given effect to
as if such Loan Document shall then be in full force and
effect."
(e) The reference to "July 31, 1998" contained in subsection
14.1(b) of the Warrant is replaced with a reference to "July 15, 2000".
(f) Each reference to "July 31, 1998" contained in subsection
14.3 of the Warrant is replaced with a reference to "July 15, 2000".
3. Miscellaneous. Upon the effectiveness of this Amendment:
(a) as amended hereby, the Warrant remains in full force and
effect and is hereby ratified and confirmed;
(b) the terms of this Amendment shall be binding upon and
inure to the benefit of the successors of Company and the successors
and assigns of GE Capital and any Subsequent Holder;
(c) this Amendment shall be governed by the internal laws of
the State of Illinois without regard to conflicts of laws provisions;
and
(d) this Amendment may be executed in counterparts which when
taken together shall be considered one and the same document.
[signature page follows]
WHEREAS, each of the undersigned has caused this Fourth Amendment to
Warrant to be executed by its duly authorized officer as of the date first
written above.
BAGCRAFT CORPORATION OF AMERICA
By: ___________________________________
Title: ________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By: ___________________________________
Title: Duly Authorized Signatory
