NINTH AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
Gentlemen:
The undersigned, BADGER PAPER XXXXX, INC., a Wisconsin
corporation ("Badger"), and PLASTECHS, INC., a Wisconsin corporation
("PlasTechs") (collectively, Badger and PlasTechs are hereinafter
sometimes referred to as "Borrowers"), refers to the Credit Agreement
dated as of June 30, 1993, as amended from time to time (the "Agreement")
and currently in effect between the Borrowers and you (the "Bank"). All
capitalized terms used herein without definition shall have the same
meanings as they have in the Agreement.
The Borrowers hereby apply to the Bank for a certain
modification to the Agreement and the Borrowers' borrowing arrangements
with the Bank.
1. AMENDMENT.
Upon your acceptance hereof in the space provided for that
purpose below, the Agreement shall be and hereby is amended as follows:
(a) Section 10 of the Agreement is hereby amended in its entirety to read
as follows:
The definition of "Termination Date" appearing in Section 10 of
the Agreement is hereby amended by deleting the date April 30, 1999
appearing therein and inserting in its place the date July 1, 1999.
2. CONDITIONS PRECEDENT.
The effectiveness of this Ninth Amendment is subject to the
satisfaction of all of the following conditions precedent:
(a) The Borrowers and the Bank shall have executed this Ninth
Amendment.
(b) The Bank shall have received copies executed or certified
(as may be appropriate of all legal documents or proceedings taken in
connection with the execution and delivery hereof and the other
instruments and documents contemplated hereby.
(c) All legal matters incident to the execution and delivery
hereof and of the instruments and documents contemplated hereby shall be
satisfactory to the Bank and its counsel.
3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Ninth
Amendment, the Borrowers hereby represent to the Bank that as of the date
hereof and as of the time that this Ninth Amendment becomes effective,
each of the representations and warranties set forth in Section 5 of the
Agreement are and shall be and remain true and correct and the Borrowers
are in full compliance with all of the terms and conditions of the
Agreement and no Default as defined in the Agreement as amended hereby nor
any Event of Default as so defined, shall have occurred and be continuing
or shall arise after giving effect to this Ninth Amendment.
4. MISCELLANEOUS.
(a) Collateral Security Unimpaired. The Borrowers hereby agree
that notwithstanding the execution and delivery hereof, the Collateral
Documents shall be and remain in full force and effect and that any rights
and remedies of the Bank thereunder, obligations of the Borrowers
thereunder and any liens or security interests created or provided for
thereunder shall be and remain in full force and effect and shall not be
affected, impaired or discharged hereby. Nothing herein contained shall
in any manner affect or impair the priority of the liens and security
interest created and provided for by the Collateral Documents as to the
indebtedness which would be secured thereby prior to giving effect hereto.
(b) Effect of Amendment. Except as specifically amended and
modified hereby, the Agreement shall stand and remain unchanged and in
full force and effect in accordance with its original terms. Reference to
this specific Amendment need not be made in any note, instrument or other
document making reference to the Agreement, any reference to the Agreement
in any of such to be deemed to be a reference to the Agreement as amended
hereby.
(c) Costs and Expenses. The Borrowers agree to pay on demand
all out-of-pocket costs and expenses incurred by the Bank in connection
with the negotiation, preparation, execution and delivery of this Ninth
Amendment and the documents and transactions contemplated hereby,
including the fees and expenses of counsel to the Bank with respect to the
foregoing.
(d) Counterparts; Governing Law. This Ninth Amendment may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed shall be an original
but all of which to constitute one and the same agreement. This Amendment
shall be governed by the internal laws of the State of Illinois.
Dated as of August 6, 1998.
BADGER PAPER XXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Its: President
PLASTECHS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Its: President
Accepted and agreed to at Chicago, Illinois, as of the date and year
last above written.
XXXXXX TRUST AND SAVINGS BANK
By: /s/
Its Vice President
