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EXHIBIT 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
This Sixth Amendment to Credit Agreement, dated as of December 30,
1995 (this "Agreement") is between Atlantis Plastics, Inc., a Florida
corporation ("Borrower") and Xxxxxx Financial, Inc., a Delaware corporation for
itself as Agent and as Lender ("Xxxxxx").
RECITALS
A. Borrower and Xxxxxx are parties to that certain Credit Agreement
dated as of February 22, 1993, as amended from time to time (the "Credit
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement.
X. Xxxxxx and Borrower desire to amend the Credit Agreement, as
provided herein.
NOW THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to the Credit Agreement.
A. Subsection 1.1 of the Credit Agreement is hereby amended
by deleting paragraph "(a)" of the definition of "Eligible Accounts" in its
entirety.
B. Subsection 1.1 of the Credit Agreement is hereby amended
by deleting paragraph "(b)" of the definition of "Eligible Accounts" in its
entirety and replacing paragraph "(b)" with the following:
"(b) Accounts which remain unpaid for more than ninety
(90) days after the invoice date;"
2. Representations and Warranties. To induce Xxxxxx to enter into this
Agreement, Borrower represents and warrants to Xxxxxx that:
(a) Authority and Binding Effect. The execution, delivery, and
performance by Borrower of this Agreement is within its corporate power, has
been duly authorized by all necessary corporate action (including, without
limitation, shareholder approval), has received all necessary government
approvals (if any shall be required), and does not and will not contravene or
conflict with any provision of law applicable to Borrower, the Certificate of
Incorporation or Bylaws of Borrower, or any order, judgment, or decree of any
court or other agency of government or any agreement, instrument, or document
binding upon Borrower; and the Credit Agreement as heretofore amended and as
amended as of the date
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hereof is the legal, valid, and binding obligation of Borrower enforceable
against Borrower in accordance with its terms.
(b) No Default. No Default or Event of Default under the
Credit Agreement, as amended hereby, has occurred and is continuing.
(c) Warranties and Representations. The warranties and
representations of Borrower contained in this Agreement, the Credit Agreement,
as amended hereby, and the Financing Agreements, shall be true and correct as of
the date hereof, with the same effect as though made on such date except to the
extent that such representations and warranties expressly relate solely to an
earlier date, in which case such representations or warranties were true and
correct as of such earlier date.
3. Miscellaneous.
(a) Captions. Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made
under and governed by the laws of the State of Illinois, without regard to
conflict of laws principles. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in
counterparts, each of which counterparts shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
Agreement.
(d) Successors and Assigns. This Agreement shall be binding
upon Borrower and Xxxxxx and their respective successors and assigns, and shall
inure to the sole benefit of Borrower and Xxxxxx and the successors and assigns
of Borrower and Xxxxxx.
(e) References. Any reference to the Credit Agreement or the
Financing Agreements contained in any notice, request, certificate, or other
document executed concurrently with or after the execution and delivery of this
Agreement shall be deemed to include this Agreement unless the context shall
otherwise require.
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(f) Continued Effectiveness. Notwithstanding anything
contained herein, the terms of this Agreement are not intended to and do not
serve to effect a novation as to the Credit Agreement. The parties hereto
expressly do not intend to extinguish the Credit Agreement. Instead, it is the
express intention of the parties hereto to reaffirm the indebtedness created
under the Credit Agreement which is evidenced by the notes provided for therein
and secured by the Collateral. The Credit Agreement as amended hereby and each
of the Loan Documents remain in full force and effect.
Delivered at Chicago, Illinois, as of the date and year first above
written.
ATLANTIS PLASTICS, INC.
By:/s/Xxxxx Xxxxx
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Name Printed: Xxxxx Xxxxx
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Title: Vice President and Controller
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XXXXXX FINANCIAL, INC., for itself
and as Agent for the Lenders
By:/s/Xxxxxx Xxxxx
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Name Printed:Xxxxxx Xxxxx
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Title: Senior Vice President
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