EXHIBIT 10.16
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT (the "Amendment") dated as of May 22, 2002, is to
that certain 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, as amended by a
Waiver and Third Amendment to Credit Agreement dated as of May 15, 2001, as
further amended by a Waiver, Consent and Fourth Amendment to Credit Agreement
dated April 19, 2002 (as may be subsequently amended and modified from time to
time, 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"). Terms used but
not otherwise defined herein shall have the meanings provided in the Credit
Agreement.
WITNESSETH:
WHEREAS, the Lenders have established a credit facility for the benefit
of the Borrower pursuant to the terms of the Credit Agreement;
WHEREAS, the Borrower has requested that the Required Banks amend
certain provisions of the Credit Agreement by making certain modifications
thereto including a $3,000,000 decrease to the Revolving Commitment; and
WHEREAS, the Required Banks have agreed to the requested amendment on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
A. The Credit Agreement is amended in the following respects:
1. The definition of "Revolving Commitment" in Section 1.1 of the
Credit Agreement is hereby amended by deleting the amount of
"Twelve Million Dollars ($12,000,000)" in the last sentence
thereof and replacing it with "Nine Million Dollars
($9,000,000)".
2. The definition of "Revolving Termination Date" in Section 1.1
of the Credit Agreement is hereby amended by deleting the
reference to "June 1, 2002" and replacing it with "August 1,
2002".
B. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and Exhibits) remain in full force and effect.
C. This Amendment shall become effective upon the satisfaction of the
following conditions precedent:
(a) Execution of the Amendment. The Agent shall have received
counterparts of this Amendment, executed by a duly authorized officer
of each party hereto.
(b) Amendment Fee. The Borrower shall have paid an amendment fee equal
to $22,500 to be shared pro rata among the Lenders party hereto.
(c) Expenses. The Borrower agrees to pay all reasonable costs and
expenses in connection with the preparation, execution and delivery of
this Amendment, including without limitation, the reasonable fees and
expenses of Agent's legal counsel.
D. This Amendment 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 Amendment to produce or account for
more than one such counterpart.
E. This Amendment 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 Amendment 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: Xxxx X. Xxxx
Title: CAO/Corporate Controller
PARENT: TUFCO TECHNOLOGIES, INC.,
By:
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Name: Xxxx X. Xxxx
Title: CAO/Corporate Controller
OTHER
GUARANTORS: TECHNOLOGIES I, INC.
By:
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Name: Xxxxx Xxxxx
Title: President
TUFCO, INC.
By:
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Name: Xxxxx Xxxxx
Title: President
TFCO, INC.
By:
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Name: Xxxxx Xxxxx
Title: President
FOREMOST MANUFACTURING COMPANY INC.
By:
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Name: Xxxx X. Xxxx
Title: CAO/Corporate Controller
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TUFCO TECH, INC.
By:
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Name: Xxxx X. Xxxx
Title: CAO/Corporate Controller
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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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