SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT (this "AMENDMENT"), to the Credit Agreement dated as
of October 23, 1996, among CENTRAL PRODUCTS COMPANY, a Delaware corporation
("CENTRAL"), SPINNAKER COATING, INC., a Delaware corporation formerly known as
Xxxxx-Bridge Industries, Inc. ("COATING"), SPINNAKER COATING-MAINE, INC., a
Delaware corporation ("SCM"), ENTOLETER, INC., a Delaware corporation
("ENTOLETER" and, together with Central, Coating and SCM, the "BORROWERS"),
SPINNAKER INDUSTRIES, INC., a Delaware corporation (the "GUARANTOR"), each of
the financial institutions from time to time parties thereto, as lenders (the
"LENDERS"), BT COMMERCIAL CORPORATION, as agent (in such capacity, the "AGENT")
for the Lenders, TRANSAMERICA BUSINESS CREDIT CORPORATION, as collateral agent
(in such capacity, the "COLLATERAL AGENT"), and BANKERS TRUST COMPANY, as
issuing bank (the "ISSUING BANK"), is made as of March 17, 1998 among the
Borrowers, the Guarantor, the Agent, the Collateral Agent, the Issuing Bank and
the Lenders.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Guarantor, the Lenders, the Agent, the
Collateral Agent and the Issuing Bank are parties to the Credit Agreement, dated
as of October 23, 1996 (as amended by the First Amendment dated as of
December 31, 1996, the Second Amendment dated as of March 31, 1997, the Third
Amendment dated as of September 30, 1997, the Fourth Amendment dated as of
December 31, 1997 and the Fifth Amendment dated as of even date herewith and as
the same may be further amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"; capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless otherwise defined
herein);
WHEREAS, the Borrowers and the Guarantor have requested that the Lenders
agree to amend the Credit Agreement to increase the amount of Capital
Expenditures permitted under 7.2(r) thereof; and
WHEREAS, the Lenders are agreeable to such amendments, but only on the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO CREDIT AGREEMENT. Effective as of December 31,
1997, but subject to the satisfaction of the condition precedent set forth in
Section 2, clause (i) of Section 7.2(r) of the Credit Agreement is amended by
deleting "July 1, 1997 through December 31, 1997 $4,000,000
for each six month period thereafter $5,000,000."
and substituting therefor the following:
"July 1, 1997 through December 31, 1997 $5,500,000
January 1, 1998 through June 30, 1998 $6,000,000
July 1, 1998 through December 31, 1998 $6,000,000
For each six month period thereafter $5,000,000."
SECTION 2. CONDITION PRECEDENT This Amendment shall become effective
upon the Agent's receipt of this Amendment, duly executed by each Borrower,
the Guarantor (collectively, the "CREDIT PARTIES"), the Issuing Bank, the
Agent, the Collateral Agent and the Lenders.
SECTION 3. REFERENCE TO AND EFFECT ON THE CREDIT DOCUMENTS.
(a) Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Credit Agreement to (i) "this Agreement,"
"hereunder," "hereof," "herein" and words of like import, and such words or
words of like import in each reference in the Credit Documents, shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended hereby, all of the terms and
provisions of the Credit Agreement shall remain in full force and effect and
are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as an amendment to or a
waiver of any right, power or remedy of the Agent or the Lenders under any of
the Credit Documents, or constitute an amendment to or a waiver of any
provision of any of the Credit Documents.
(d) This Amendment shall be deemed to be a Credit Document for all
purposes.
SECTION 4. EXECUTION IN COUNTERPARTS; ETC. This Amendment may be
executed in counterparts each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute
one and the same instrument. This Amendment and each of the other documents
delivered in connection herewith may be executed and delivered by telecopier
with the same force and effect as if the same was a fully executed and
delivered original manual counterpart.
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SECTION 5. EXPENSES. The Borrowers shall, jointly and severally, pay
for all of the reasonable costs and expenses incurred by the Agent and the
Collateral Agent in connection with the transaction contemplated by this
Amendment, including, without limitation, the reasonable fees and expenses of
counsel to the Agent.
SECTION 6. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT
OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
BORROWERS
CENTRAL PRODUCTS COMPANY
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
SPINNAKER COATING, INC.,
formerly known as
XXXXX-BRIDGE INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
ENTOLETER, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
SPINNAKER COATING-MAINE, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
GUARANTOR
SPINNAKER INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President,
Corporate Development
[Signature page to Sixth Amendment]
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AGENT
BT COMMERCIAL CORPORATION, as Agent
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Associate
COLLATERAL AGENT
TRANSAMERICA BUSINESS CREDIT
CORPORATION, as Collateral Agent
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
ISSUING BANK
BANKERS TRUST COMPANY, as Issuing
Bank
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Associate
LENDERS
BT COMMERCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Associate
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
[Signature page to Sixth Amendment]
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