EXHIBIT 10.2
THIRD AMENDMENT TO WARRANT
This THIRD AMENDMENT TO WARRANT dated as of May 15, 1997 (this
"Amendment") is by and between BAGCRAFT CORPORATION OF AMERICA, a Delaware
corporation ("Company"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GE
Capital"), a New York corporation.
R E C I T A L S:
WHEREAS, GE Capital is the holder of Warrant No. 2 issued by Company on
December 30, 1996 (as from time to time amended, restated, supplemented or
otherwise modified, the "Warrant");
WHEREAS, GE Capital and Company wish to amend the Warrant as set forth
herein; and
WHEREAS, the Warrant constitutes, and this Amendment shall constitute,
a Loan Document and these Recitals shall be construed as part of this Amendment.
NOW THEREFORE, for and in consideration of the terms set forth herein
and in the premises, the parties hereto agree as follows:
1. Definitions. Except as otherwise set forth herein, all defined terms
herein shall have the respective meanings ascribed thereto in the Warrant and
the Loan Agreement.
2. Amendment to Warrant. The Warrant is hereby amended as follows:
(a) The following text is inserted as the final paragraph of
the definition of "Current Market Price" contained in Section 1 of the
Warrant:
"Without limiting the generality of the foregoing, the value
of all Accounts (including, without limitation, the ARTRA Note
and all other intercompany Indebtedness) owing to Company from
any of its Affiliates (including, without limitation, ARTRA or
BCA) shall be included in determining Current Market Price,
and, for purposes of such determination, the value of such
Accounts shall be deemed equal to the aggregate dollar amount
of principal, interest and all other amounts owing or
outstanding in respect thereof, without giving effect to
creditworthiness, probability of collection, payment ability
or any other write-off, write-down or concept of value
diminution or adjustment."
(b) The reference to "May 30, 1998" contained in subsection
14.1(b) of the Warrant is replaced with the text "the later of (1) the
date of such repurchase and (2) July 31, 1998".
(c) Each reference to "December 17, 1997" contained in
subsection 14.3 of the
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Warrant is replaced with a reference to "July 31, 1998" and the
following text is inserted immediately after clause (v) of such
subsection 14.3:
"or (vi) any other transaction occurs the practical effect of
which (whether or not expressly set forth in the documentation
pursuant to which such transaction is contemplated) is
substantially equivalent to any of the foregoing,"
3. Miscellaneous. Upon the effectiveness of this Amendment:
(a) as amended hereby, the Warrant remains in full force and
effect and is hereby ratified and confirmed;
(b) the terms of this Amendment shall be binding upon and
inure to the benefit of the successors of Company and the successors
and assigns of GE Capital and any Subsequent Holder;
(c) this Amendment shall be governed by the internal laws of
the State of Illinois without regard to conflicts of laws provisions;
and
(d) this Amendment may be executed in counterparts which when
taken together shall be considered one and the same document.
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WHEREAS, each of the undersigned has caused this Third Amendment to
Warrant to be executed by its duly authorized officer as of the date first
written above.
BAGCRAFT CORPORATION OF AMERICA
By: ___________________________________
Title: ________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By: ___________________________________
Title: Duly Authorized Signatory
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