SEVENTEETH AMENDMENT TO CREDIT AGREEMENT
This SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT ("AMENDMENT") is made
and entered into this 12th day of November, 1999 by and between ATLANTIS
PLASTICS, INC. ("BORROWER"), XXXXXX FINANCIAL, INC., in its capacity as Agent
for the Lenders party to the Credit Agreement described below ("AGENT"), and the
Lenders which are signatories hereto.
WHEREAS, Agent, Lenders and Borrower are parties to a certain Credit
Agreement dated February 22, 1993 and all amendments thereto (as such agreement
has from time to time been amended, supplemented or otherwise modified, the
"AGREEMENT"); and
WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth;
NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Agreement.
2. AMENDMENTS. Subject to the conditions set forth below, the Agreement
is amended as follows:
(a) Subsection 1.1 is hereby amended by adding the following
definition to subsection 1.1 in its appropriate place:
"Seventeenth Amendment Effective Date" means November 12, 1999."
(b) Subsection 2.1 (A) is amended by deleting the first paragraph of
subsection 2.1 (A) in its entirety and inserting the following in lieu
thereof:
"REVOLVING LOAN. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of
Borrower herein set forth, each Lender agrees to lend to Borrower
from time to time during the period from the Seventeenth Amendment
Effective Date to and excluding the Expiry Date, its Pro Rata Share
of the Revolving Loan. The aggregate amount of all Revolving Loan
Commitments shall be $20,000,000, as reduced from time to time
pursuant to subsection 2.4. Amounts borrowed under this subsection
2.1(A) may be repaid and reborrowed at any time prior to the Expiry
Date. No Lender shall have any obligation to make advances under
this subsection 2.1(A) to the extent any requested advance would
cause the principal balance of the Revolving Loans then outstanding
to exceed the Maximum Revolving Loan Amount; provided that Lenders
may, in their sole discretion, elect from time to time to make Loans
in excess of the Maximum Revolving Loan Amount."
(c) Subsection 2.5 is amended by deleting the first sentence of
subsection 2.5 in its entirety and inserting the following in lieu thereof:
"This Agreement shall be effective until May 12, 2000 (the
"Termination Date"), and the Commitments shall terminate on said
date."
(d) Subsection 6.1 is hereby amended by deleting the first sentence
in subsection 6.1 in its entirety and inserting the following in lieu
thereof:
"6.1 CAPITAL EXPENDITURE LIMITS. The aggregate amount of all Capital
Expenditures of Borrower and the Subsidiary Guarantors (excluding
expenditures funded by insurance proceeds) will not exceed the sum
of $16,000,000 from November 12, 1999 through May 12, 2000."
(e) Subsection 6.2 is hereby amended by deleting subsection 6.2 in
its entirety and inserting the following in lieu thereof:
"6.2 FIXED CHARGE COVERAGE. The Fixed Charge Coverage, on a trailing
twelve (12) Fiscal Month basis, shall not be less than 0.9 for the
Fiscal Quarter ending December 31, 1999 and each Fiscal Quarter
thereafter."
3. COVENANTS. Notwithstanding the limitations of subsection 7.11,
Borrowers may make payments of fees and compensation to Trivest, Inc. and its
officers and subsidiaries, for November 12, 1999 through May 12, 2000, so long
as such payments do not exceed 110% of the total amount paid from November 22,
1998 through May 22, 1999.
4. CONDITIONS. The effectiveness of this Amendment is subject to the
following conditions precedent:
(a) Borrower shall have executed and delivered this Amendment, and
such other documents and instruments as Agent may require shall have been
executed and/or delivered to Agent;
(b) Borrower shall deliver to Agent executed copy of the Third
Amended Revolving Note in the amount of $20,000,000;
(c) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other
legal matters incident thereto shall be satisfactory to Agent and its legal
counsel;
(d) No Default or Event of Default shall have occurred and be
continuing; and
(e) Borrower shall have paid Agent a closing fee in the amount of
$35,000.
5. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
into this Amendment, Borrower represents and warrants to Agent and Lenders that
(a) the execution, delivery and performance of this Amendment has been duly
authorized
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by all requisite corporate action on the part of Borrower and that this
Amendment has been duly executed and delivered by Borrower and (b) each of the
representations and warranties set forth in Section 4 of the Agreement (other
than those which, by their terms, specifically are made as of certain date prior
to the date hereof) are true and correct in all material respects as of the date
hereof.
6. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
7. REFERENCES. Any reference to the Agreement contained in any
document, instrument or agreement executed in connection with the Agreement
shall be deemed to be a reference to the Agreement as modified by this
Amendment.
8. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
9. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Agreement. Except as expressly modified
and superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
Xxxxxx Financial, Inc., ATLANTIS PLASTICS, INC.
as Agent and Lender Borrower
By:___________________________ By:_____________________________
Name Printed: ________________ Name Printed: __________________
Title: _______________________ Title: ___________________________
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ACKNOWLEDGMENT
Each of Atlantis Molded Plastics, Inc., Atlantis Plastic Injection
Molding, Inc. (f/k/a Cyanede Plastics, Inc.), Atlantis Plastic Films, Inc. and
Xxxxxx Plastics, Inc. hereby acknowledges and consents to the terms of this
Agreement and hereby affirms, ratifies and confirms all of the terms and
provisions of the such entity's Guaranty in favor of Agent and Lenders.
ATLANTIS MOLDED PLASTICS, INC.
By:
Name Printed: _______________________________
Title:
ATLANTIS PLASTIC INJECTION
MOLDING, INC.
By:
Name Printed: _______________________________
Title:
ATLANTIS PLASTIC FILMS, INC.
By:
Name Printed: _______________________________
Title:
XXXXXX PLASTICS, INC.
By:
Name Printed: _______________________________
Title:
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