Exhibit 4.3(b)
SEVENTH AMENDMENT TO CREDIT AGREEMENT
SEVENTH AMENDMENT TO CREDIT AGREEMENT ("Seventh Amendment"), dated
as of April 27, 1999 to the Credit Agreement, dated as of May 17, 1996, among
Packaging Resources Incorporated, a Delaware corporation (the "Borrower"),
the lender signatories thereto ("Lenders") and LaSalle National Bank, a
national banking association ("LaSalle"), as agent for such Lenders
("LaSalle, in such capacity, the "Agent").
WHEREAS, the Borrower, the Lenders and the Agent have entered into
that certain Credit Agreement dated as of May 17, 1996 as amended by that
certain First Amendment to Credit Agreement, dated December 12, 1996, by and
among the Borrower, the Lenders and the Agent ("First Amendment"), by that
certain Second Amendment to Credit Agreement dated as of April 24, 1997, by
and among the Borrower, the Lenders and the Agent ("Second Amendment"), by
that certain Third Amendment to Credit Agreement dated August 27, 1997, by
and among the Borrower, the Lenders and the Agent ("Third Amendment"), by
that certain Fourth Amendment to Credit Agreement dated as of April 30, 1998,
by and among the Borrower, the Lenders and the Agent ("Fourth Amendment"), by
that certain Fifth Amendment to Credit Agreement and First Amendment to
Security Agreement dated August 5, 1998 by and among the Borrower, the
Lenders and the Agent and by that certain Sixth Amendment to Credit Agreement
dated February 25, 1999 by and among the Borrower, the Lenders and the Agent
(said Credit Agreement, as amended, is hereinafter referred to as the "Credit
Agreement");
WHEREAS, the Borrower, the Lenders and the Agent wish to amend and
modify certain of the provisions of the Credit Agreement pursuant to the
terms hereof;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and contained in the Credit Agreement, the
parties hereto hereby agree as follows:
1. DEFINITIONS. Except as otherwise provided herein, capitalized
terms used herein without definition shall have the meanings set forth in the
Credit Agreement.
* * *
2. REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING LIMIT.
Section 2.2 of the Credit Agreement is deleted and the following is inserted
in its stead:
"Section 2.2 REVOLVING CREDIT FACILITY COMMITMENT AND BORROWING LIMIT.
(a) The Revolving Loan shall not at any time, when taken together with the
Letter of Credit Usage at such time (after giving effect to any concurrent
reimbursement of a Letter of Credit with the proceeds of a Revolving Advance
pursuant to Section 4A.1(c) hereof) exceed the least of (i) Twenty-Two
Million Five Hundred Thousand Dollars ($22,500,000) ("Revolving Credit
Facility Commitment"), (ii) the Borrowing Base as of such time and (iii) the
maximum amount permitted by the Senior Note Documents (the least of (i), (ii)
and (iii) being the "Borrowing Limit").
(b) Subject to the limitations of Sections 2 and 3 hereof, the
Borrower may borrow, repay (without premium or penalty) and reborrow the
Revolving Loan. The portion of the Revolving Loan to be funded by each Lender
shall not exceed in aggregate principal amount at one time outstanding, and
no Lender shall have any obligation to make its pro rata share of any
Revolving Advance which shall result in such Lender's share of the Revolving
Loan at such time PLUS such Lender's share of the Letter of Credit Usage at
such time being in the aggregate in excess of, the revolving commitment
amount set forth opposite such Lender's name on Schedule 1.1 to the Seventh
Amendment (as such amount may be reduced from time to time in accordance with
the terms hereof, for each Lender its "Revolving Commitment").
(c) The Revolving Commitment of each Lender shall be reduced upon each
reduction of the Revolving Credit Facility Commitment. The amount of the
reduction for each Lender shall be equal to such Lender's pro rata share
(based on its percentage interest in the Revolving Credit Facility
Commitment) of the reduction in the Revolving Credit Facility Commitment.
3. EQUIPMENT ACQUISITION LOANS. Section 2.3.1 of the Credit
Agreement is hereby deleted and the following is inserted in its stead:
"Section 2.3.1 EQUIPMENT ACQUISITION LOANS. During the period
between the Fifth Amendment Effective Date and the date which is the earlier
of (i) the Maturity Date and (ii) eighteen months after the Fifth Amendment
Effective Date, each Lender agrees, for so long as no Default or Event of
Default exists, to make such Lender's PRO RATA share of equipment acquisition
loans (each such loan an "Equipment Advance" and the outstanding principal
balance of all Equipment Advances from time to time, the "Equipment Loan") to
the Borrower to finance, in part, the purchase by the Borrower of Eligible
Equipment. The aggregate principal amount of the Equipment Commitments is
Seven Million Five Hundred Thousand Dollars ($7,500,000). Subject to all of
the terms and conditions of this Agreement, each Lender agrees, for so long
as no Default or Event of Default exists, to make Equipment Advances to the
Borrower from time to time, as requested by the Borrower in accordance with
the terms of Section 2.4 hereof, up to a maximum principal amount at any time
outstanding equal to the product of (A) Seven Million Five Hundred Thousand
Dollars ($7,500,000), multiplied by (B) such Lender's PRO RATA share of the
Equipment Commitments. In no event (x) shall any one request by the Borrower
for Equipment Advances be in the amount of less
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than One Million Dollars ($1,000,000) or, (y) shall the amount of any one
request by Borrower for Equipment Advances exceed sixty-seven percent (67%),
the hard cost (invoice price less taxes and delivery) of the Eligible
Equipment, the purchase of which is to be financed, in part, with the
proceeds of the applicable Equipment Advance. Prior to the funding of any
Equipment Advance, the Borrower shall provide the Agent with (i) copies of
the invoices or other comparable documentation for the Eligible Equipment,
the purchase of which is to be financed, in part, with the proceeds of such
proposed Equipment Advance together with such other supporting details as
reasonably requested by Agent, and (ii) properly executed UCC-1 Financing
Statements describing, in sufficient detail to meet the requirements of the
Uniform Commercial Code for perfection of purchase money security interests,
such Eligible Equipment. All such Equipment Advances shall be secured by all
of the Eligible Equipment, the purchase of which was financed, in part, by
the proceeds of Equipment Advances. The principal amount of all Equipment
Advances shall be due on the Maturity Date or as otherwise provided in the
Equipment Note or as otherwise provided herein, provided that Borrower may
prepay, without penalty or premium, the outstanding principal balance of any
Equipment Advance. The Equipment Advances shall be evidenced by promissory
notes to be executed and delivered by the Borrower to the Lenders on or prior
to the Fifth Amendment Effective Date, the form of which is attached hereto
and made a part hereof as Exhibit 2.3.1 (the "Equipment Note(s)"), shall bear
interest as specified in Section 2.6 and shall be repayable in accordance
with the terms hereof and of the Equipment Notes. On the date which is
eighteen months after the Fifth Amendment Effective Date, the outstanding
Equipment Advances shall be converted into term loans. The principal amount
of such Equipment Advances so converted to a term obligation shall be
amortized on the basis of sixty (60) equal monthly payments, commencing on
the first day of the calendar month after the calendar month in which the
conversion occurs. The foregoing notwithstanding, the entire principal
balance of all Equipment Advances shall be due and payable on the Equipment
Maturity Date."
4. AMENDED AND RESTATED REVOLVING NOTE AND EQUIPMENT ACQUISITION
NOTE. It shall be a condition precedent to the effectiveness of this Seventh
Amendment that Borrower shall have executed and delivered to LaSalle National
Bank, as the sole Lender, an amended and restated Revolving Note in the form
of Exhibit 2.3 to the Credit Agreement in the aggregate principal amount of
Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) and an amended
and restated Equipment Acquisition Note in the form of Exhibit 2.3.1 to in
Credit Agreement in the aggregate principal amount of Seven Million Five
Hundred Thousand Dollars ($7,500,000). Upon receipt of such amended and
restated Revolving Note and Equipment Note, LaSalle National Bank shall
return the Revolving Note and Equipment Acquisition Note previously delivered
by Borrower to LaSalle National Bank marked "amended and superseded".
5. SCHEDULE 1.1. Schedule 1.1 attached to the Credit Agreement
is hereby deleted and Schedule 1.1 attached to this Seventh Amendment is
hereby inserted in its stead.
6. CONTINUING EFFECT. Except as otherwise specifically set out
herein, the provisions of the Loan Agreement shall remain in full force and
effect.
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7. COUNTERPARTS. This Seventh Amendment may be executed in any
number of separate counterparts, each of which shall, collectively and
separately, constitute one agreement.
IN WITNESS WHEREOF, this Seventh Amendment has been duly executed
as of the date first written above.
PACKAGING RESOURCES INCORPORATED, LASALLE NATIONAL BANK,
as Borrower as Agent and Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Executive Vice President-
Finance & Adminitration
Title: and Chief Financial Officer Title: Senior Vice President
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SCHEDULE 1.1
REVOLVING MAXIMUM MAXIMUM
COMMITMENT REVOLVING EQUIPMENT
LENDER PERCENTAGE COMMITMENT COMMITMENT
------ ---------- ---------- ----------
LaSalle National Bank 100% $22,500,000 $7,500,000
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